Yes, the Dutch merger control rules are set out in the Competition Act.
 

In the Netherlands, the Authority for Consumers and Markets (''ACM'') is the applicable national regulatory agency.
 

In cases where the parties to a transaction reach the turnover thresholds in the EU Merger Regulation, the European Commission has the exclusive jurisdiction to review the merger. The European Commission may, however, refer a case to the ACM at the request of the notifying parties or if the transaction threatens to affect competition in a distinct market within the Netherlands. 

Yes, provided the turnover thresholds set out in the Competition Act are fulfilled, notification to the ACM is mandatory. 

Mergers, acquisitions and joint ventures (same as under EU regime).
 

No. Note: the test for minority shareholdings is similar to the EU 'decisive influence' test.
 

Foreign-to-foreign mergers can be caught if the thresholds are met. No special local effects test exists.

Summary of merger thresholds:

• The combined worldwide turnover of all undertakings concerned is more than EUR 150 million (approx. USD $171.33m) in the calendar year preceding the concentration and; 
• At least two of the undertakings concerned each achieved at least a EUR 30 million (approx. USD $34.27m) turnover in the Netherlands.

Note:  

• special regime for healthcare mergers with very low thresholds;
• filing is not required if EU thresholds are met (subject to referrals); and 
• specific manner to measure turnover for financial institutions, pension funds and commercial real estate.

Filing is mandatory for above-threshold mergers and acquisitions

While there is no filing deadline, parties must provide at least one week's notice of their intent to file.

Yes, it is prohibited to implement a notifiable concentration before the ACM has granted approval.
 

The ACM has developed a standard notification form (meldingsformulier) that contains the information that parties must provide during initial filing. The form requires information on:

the transaction and motivation behind it;

• the parties and their activities;
• the relevant (product and geographical) markets;
• general market information; lists of the most important competitors and customers;
• the most recent financial statements and annual reports of the companies involved; and
• any relevant market investigations in possession of the parties.

The notifying parties may submit a filing either by email or by post. Note that parties must announce their intention to file at least one week in advance by completing an online pre-notification form.

Yes, there is a fixed filing fee for the ACM of EUR 17,450 (phase 1) and EUR 34,900 (phase 2).

The notifying parties must announce their intention to notify at least one week prior to filing. The notification process consists of two phases, but the ACM encourages parties to engage in pre-notification contacts prior to filing.

Phase 1 consists of a broad investigation by the ACM for which the formal time limit is four weeks. In simple cases, the ACM may decide within the four-week period. Especially if the notifying parties have engaged in pre-notification talks. However, this is not up to the parties. 

Transactions that raise competition concerns with the ACM require a license. If requested, phase 2 commences, which consists of an in-depth investigation for which the ACM  has a maximum review period of thirteen weeks.

If the ACM asks formal questions during either phase 1 or 2, the formal time limit will be suspended until the parties have answered the questions (''stop the clock'').

Under exceptional circumstances, the notifying parties can request the ACM to permit early implementation of a concentration prior to the issuance of a final decision. If the ACM grants this request, the parties may proceed with the transaction. However, they do so at their own risk: if the ACM ultimately issues a negative decision, the parties may be required to unwind the transaction.

The ACM uses the same substantive test as the European Commission i.e. whether the notified transaction results in a Significant Impediment to Effective Competition ("SIEC") in the Dutch market.
 

In phase 1 of the notification process, the ACM can approve a notified transaction or, if it considers that the transaction is likely to result in a Significant Impediment to Effective Competition, determine that a licence is required, thereby initiating phase 2.

In phase 2, the ACM may approve or prohibit the transaction. In both phases, the ACM may attach conditions (remedies) to its approval to address identified competition concerns.

Yes, parties can offer commitments in both phases 1 and 2.

The ACM may impose an administrative fine of up to EUR 900,000 or, if higher, up to 1% of the turnover of the companies for providing misleading information.

The administrative fine for not notifying an above-threshold concentration can also be up to EUR 900,000, but may be increased to 10% of the turnover of the parties involved, if higher. The ACM may further impose periodic penalty payment orders. Moreover, transactions that meet the merger thresholds but are not notified are considered legally void.

Fines will be increased by 100% if the party involved has received an irrevocable administrative fine for the same offence in the preceding five years.

The ACM may impose an administrative fine of up to EUR 900,000, or, if higher, 10% of the turnover of the parties involved. The ACM may also impose periodic penalty payments.

Fines will be increased by 100% if the party involved has received an irrevocable administrative fine for the same offence in the preceding five years.

No. However, a legislative proposal is currently in development that would empower the ACM to review mergers falling below current notification thresholds.

The ACM may send binding information requests to the parties involved or perform unannounced company visits (dawn raids). If it finds a breach of the Competition Act, the ACM may impose an administrative fine of up to EUR 900,000, or, if higher, 10% of the turnover of the parties involved and impose periodic penalty payments.

The ACM closely aligns with the European Commission’s approach, including its interpretation of key concepts such as merger definitions, turnover, and the substantive test.

Recent developments include the ACM's advocacy for a new competition tool to assess non-notifiable mergers. Additionally, the authority is increasingly scrutinising companies engaging in frequent small-scale – often non-notifiable –acquisitions, a practice known as 'kralen rijgen'.

The Dutch Minister of Economic Affairs has the power to grant a license for a transaction after the ACM has refused to grant the license. The Minister may do so where there are weighty reasons of general interest that outweigh the expected obstruction of competition resulting from the transaction.