Netherlands

Authority / Source

  • Authority: The Authority Consumer & Market (Autoriteit Consument & Markt, ACM)
  • Source: The Competition Act (Mededingingswet), entered into force on 1 January 1998.

Mandatory / Voluntary

Mandatory.

When to notify?

No deadline for notification, but clearance needed before implementation.

Threshold(s)

Concentrations must be notified, if, in the previous calendar year:

  • the combined aggregate worldwide annual turnover of the undertakings concerned exceeded EUR 150 m; and
  • the aggregate domestic turnover (in the Netherlands) of each of at least two of the undertakings concerned is at least EUR 30 m.

Obligation on whom

  • Either of the undertakings concerned may notify the concentration;
  • only the acquirer is responsible for notification.

Consequences of failure to notify

  • Possible fine of up to EUR 450,000 or 10% of the relevant worldwide (group) turnover of the undertaking concerned in the previous calendar year, whichever is the higher.
  • The ACM may order the parties to notify the implemented concentration.
  • The implemented concentration is void until it has been notified and clearance granted.

Consequences of implementing a transaction despite obligation to suspend until clearance

  • Possible fine of up to EUR 450,000 or 10% of the relevant worldwide (group) turnover of the undertaking concerned in the previous calendar year, whichever is the higher.
  • The ACM may order the parties to cease implementation of the concentration and / or unwind any implementation which has already taken place.
  • The concentration is void until clearance has been granted.

Consequences of implementing a transaction despite prohibition decision

  • Possible fine of up to EUR 450,000 or 10% of the relevant worldwide (group) turnover of the undertaking concerned in the previous calendar year, whichever is the higher.
  • The ACM may order the parties to unwind the concentration.
  • The concentration is void.

Stages

First Stage – four weeks

The ACM must decide within four weeks whether to clear the concentration or require the parties to apply for a licence (full investigation).

Second Stage – 13 weeks

The ACM must complete its investigation within 13 weeks of the date of commencement of the full investigation.

n.b. The ACM may “stop the clock”, which will extend the stages.

Foreign-to-foreign mergers caught?

Foreign-to-foreign mergers can be caught if the thresholds are met. No physical presence is required.

Treatment of JVs

Can be caught by the regime if the joint venture will perform on a lasting basis all the functions of an autonomous economic entity.

Up to date as of 22 August 2014

Contact points

This manual is intended only to provide an overview of the merger control rules and regulatory requirements in the EU, the EEA and the European countries listed. The information and views expressed in this manual are not necessarily comprehensive and do not purport to give professional advice. If you would like further information, please contact the following:

CMS Derks Star Busmann

Mondriaantoren - Amstelplein 8A
1096 BC Amsterdam
The Netherlands
T +31 20 301 63 01
F +31 20 301 63 33