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Mergers, acquisitions, and joint ventures

Do you wish to merge with another business, fully or partially acquire another business, or start a new business with someone else? If the turnover of these businesses exceeds a certain threshold, you must first notify ACM of your plans for the merger, acquisition, or joint venture. We assess in advance whether businesses do not get too big. In some cases, you also need to apply for a license.

On this page:

When to notify: conditions

You must notify us of a merger, acquisition, or joint venture if you meet two conditions:

  • the merging businesses have a combined global annual turnover of 150 million euros or more; and
  • at least two of the merging businesses each have an annual turnover in the Netherlands of 30 million euros or more.

We make sure competition is fair and that markets work well. We assess in advance whether businesses do not become too big as a result of a merger, acquisition, or joint venture.

Points for attention

  • Two different conditions apply to pension funds:
    • the value of the gross written premiums of the merging businesses was 500 million euros or more in the most recent calendar year; and
    • of this amount, at least two of the merging businesses each received at least 100 million euros from Dutch residents.
  • With regard to businesses in the health care sector, the total turnover of businesses is used, not just the turnover earned from the provision of health care. Read more about mergers in the health care sector (in Dutch).
  • Is the acquiring business part of a group? If so, the turnover of the entire group is used.
  • Are you buying a business unit of another business? In that case, only the turnover of the business unit you are acquiring is used, not the turnover of that other company as a whole.
  • Very large businesses do not notify us, but notify the European Commission instead. They need to do so if the merging businesses have a combined global annual turnover of at least 2.5 billion euros, and if the part of the turnover that has been earned within the European Union meets certain conditions. All conditions and the procedure are listed on the website of the European Commission .

Tip

You do not have to notify us of the following mergers, acquisitions, or joint ventures:

  • temporary participations by financial institutions
  • control by receivers or administrators in the event of insolvency or bankruptcy, or on the basis of the Financial Supervision Act (Wft)
  • control by venture capital companies, if they exercise their voting rights only for investment purposes

Informing ACM of a notification

By informing ACM in advance of your notification, you will have certainty sooner when filing the official notification:

  • It allows us to prepare for the official notification, since we have already received important information from you, and we have been able to set aside time to process your notification.
  • We can already respond to the information you submit when you inform ACM of your notification. You can use our response when filing the official notification.

Please inform us of your notification no later than one week before the official notification by submitting an intake form (in Dutch). If necessary, we will send you a response, for example, if you have requested to take advantage of the pre-notification phase.

Tips

Pre-notification

With the intake form, you can also request to take advantage of the pre-notification phase. The pre-notification phase entails preparing for the official notification. This can be useful for complicated cases. You can discuss this with us in advance and in confidence. Please indicate in the intake form if you want to take advantage of this option. The pre-notification phase can also be useful if this is the first time you are submitting a notification to us.

We will let you know whether you can take advantage of the pre-notification phase. In most cases, we will invite you to a meeting, and ask you to submit a draft notification. We will normally use your draft notification as a basis for the meeting.

Notification

  1. Please fill out our notification form (in Dutch) to notify us of your merger, acquisition, or joint venture.
  2. Please read the explanatory notes to the form in our procedure for concentration cases (in Dutch) on pages 3 to 9. We call mergers, acquisitions, and joint ventures ‘concentrations’.
  3. Please provide the information we request on pages 10 to 12. You can do so in the form or in a new document.
  4. Please email us your information to acm-post [at] acm [punt] nl (acm-post[at]acm[dot]nl).

You can also send it by regular mail:

Netherlands Authority for Consumers and Markets (ACM)
P.O. Box 16326
2500 BH The Hague
The Netherlands

Do you think we might conclude that the concentration will cause problems for competition? If so, you can put forward suggestions for a solution. For this, please consult the Policy rule on remedies in concentration cases (in Dutch).

We handle your privacy and personal data with care.

We publish a message regarding each notification on our website as well as in the Dutch Government Gazette (Staatscourant). Competitors, suppliers, and customers subsequently have the opportunity to inform us of their opinions about your plans for a merger, acquisition, or joint venture.

You must pay 17,450 euros for a concentration notification. You also need to pay this amount even if you decide to withdraw your notification.

Do you have any questions? If so, please send them by email to us at acm-post [at] acm [punt] nl (acm-post[at]acm[dot]nl).

Response to your notification within four weeks

You will receive our decision no later than four weeks after we have received your notification. You must hold off on completing your merger, acquisition, or joint venture until after you have received our decision. We publish all decisions on our website and in the Dutch Government Gazette (Staatscourant).

If we have any questions about your notification, the time that is needed for answering those questions will be added to the four-week deadline. We will inform you about the additional waiting time.

If we have not yet decided within that waiting time, your merger, acquisition, or joint venture will then be able to go through.

If we have decided that your merger, acquisition, or joint venture cannot go through based on your notification, you have the option of applying for a license.

Get a response sooner

Are you unable to wait four weeks for our decision on your merger, acquisition, or joint venture? For example, because of an impending bankruptcy or suspension of payments? Or because it is a restart immediately after bankruptcy?

If waiting for four weeks causes harm that you cannot rectify, you can choose one of two options for expediting the process:

  1. Please provide us with as much information as possible before your official notification. We will subsequently do our best to hand down a decision within nine days after the notification has been published in the Dutch Government Gazette (Staatscourant).

  2. Please request an exemption from the standstill period. You may subsequently proceed with your merger, acquisition, or joint venture. Please note: decisions to grant an exemption are not taken lightly. You must show that irreparable harm will occur if you have to wait. We may impose conditions on the exemption, and you must pay an additional 2,325 euros. Does our investigation of your merger, acquisition, or joint venture ultimately result in a decision not to grant approval? In that case, you will need to reverse your merger, acquisition, or joint venture.

    Please note: only apply for an exemption if there is no other option. Evidence of bankruptcy or impending bankruptcy is insufficient. For example, letters or emails are also required that prove that:

    • o relationships with suppliers have broken down;
    • o your inventory has been withdrawn; and
    • o customers have switched to competitors or are threatening to do so.

    Or provide other documents that prove the irreparable harm.

    We publish all exemption decisions on our website.

We are ready to sit down with you and look at your situation:

  1. Please let us know as early as possible prior to your official notification by emailing acm-post [at] acm [punt] nl (acm-post[at]acm[dot]nl).
  2. Please provide us with as much information as possible about the companies and the relevant markets.
  3. Please complete the notification form (in Dutch). Find out how to notify us using the form.

When to apply for a license

Will your plans for a merger, acquisition or joint venture negatively affect competition? And maybe consumers too? If so, you will not be granted approval from us after your notification.

You may put forward solutions to mitigate the negative consequences. If we do consider these solutions not to be sufficient, you must apply for a license.

If you apply for a license, you must provide us with more information. We will use this information to investigate your case in more detail. Three outcomes are possible:

  1. Your merger, acquisition, or joint venture may go through.
  2. Your merger, acquisition, or joint venture may go through if you comply with certain conditions.
  3. Your merger, acquisition, or joint venture may not go through.

How to apply for a license

  1. Please use our license application form (in Dutch) to apply for a license for a merger, acquisition, or joint venture.
  2. Please read the explanatory notes in our procedure for concentration cases (in Dutch) on pages 3 to 9. We call mergers, acquisitions, and joint ventures ‘concentrations’.
  3. Please provide the information we request on pages 13 to 16. You can do so in the form or in a new document.
  4. Please email your information to acm-post [at] acm [punt] nl (acm-post[at]acm[dot]nl).

You can also send it by regular mail:

The Netherlands Authority for Consumers and Markets (ACM)
P.O. Box 16326
2500 BH The Hague
The Netherlands

We handle your privacy and personal data with care. We publish a message regarding each license application on our website as well as in the Government Gazette (Staatscourant).

You must pay 34,900 euros to apply for a license. Please note that you must also pay this even if you withdraw your application. This amount is on top of the 17,450 euros that you must pay for the concentration notification that you submitted in the previous phase.

Do you have any questions? If so, send us an email at acm-post [at] acm [punt] nl (acm-post[at]acm[dot]nl).

Response to your license application within 13 weeks

You will receive our decision no later than 13 weeks after we have received your license application. You must hold off on completing your merger, acquisition or joint venture until after you have received our decision.

If we have any questions about your application, the time that is needed for answering those questions will be added to the 13-week deadline. We will inform you about the additional waiting time.

We publish all decisions on our website and in the Dutch Government Gazette (Staatscourant).

If we have not yet decided within that standstill period, your merger, acquisition, or joint venture will then be able to go through.

If you disagree with our decision

Anyone that is an interested party to our decision about your merger, acquisition, or joint venture can file an appeal. Interested parties are the companies that wish to merge, and usually their competitors too. Their suppliers or customers may also be interested parties within the meaning of the law.

If you disagree with our decision regarding a notification or license application for a merger, acquisition, or joint venture, you can file an appeal with the District Court of Rotterdam within six weeks.

If you subsequently disagree with the ruling of the District Court of Rotterdam, you can file an appeal with the Dutch Trade and Industry Tribunal (CBb) within six weeks.

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