NMa imposes fines for failure to notify of an acquisition on time

The Netherlands Competition Authority (NMa) has imposed two fines of €315,000 and €92,000 on Henal N.V. and Schilde Beheer B.V respectively for having failed to notify the NMa on time of their acquisition of Pacton B.V. Pacton is the largest Dutch producer of trailer equipment for road transport.

Henal bought the shares of Pacton in October 2007, which had been in Schilde's possession, through Pacton Groep B.V that had been established for this purpose. The undertakings notified the NMa of the acquisition only after they had already concluded this agreement, which was in April 2008. This happened after the NMa had made inquiries with the undertakings about the reason of not notifying the NMa of the acquisition. The NMa approved the acquisition in August 2008.


Under the Dutch Competition Act, the undertakings are required to notify the NMa of any acquisition (or merger/joint venture) in case the following criteria are met: a. at least two of the undertakings involved have each a turnover in the Netherlands of at least €30 million and b. all parties involved have a combined, global turnover of at least €113,450,000. It is prohibited for undertakings to go ahead with an acquisition without having notified in advance the NMa of their intention to do so. This form of regulation in advance ensures that competition on the market is not affected before the NMa has been able to look at an acquisition for possible, significant impediments to competition as a result of the proposed acquisition. In this case, the NMa imposes a fine, because failure to notify of an acquisition on time undermines the regulation of acquisitions.


This fine marks the first time that the NMa imposes a fine based on its expanded fining powers, which came into effect on October 1st, 2007 with the adoption of amendments to the Dutch Competition Act. The maximum fine for not notifying an intended merger has subsequently been raised from €22,500 to €450,000 or, should that be higher, 10 per cent of the undertaking's turnover. This is evidence that legislators endorse the importance of strict compliance with competition regulations.