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[null,"Prepared By:","Contributors:"]
[null,"Houthoff","Gerrit Oosterhuis"]
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[]
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["Lex Mundi Global Merger Notification Guide"]
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["Report Generated: 11/19/2025"]
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["View your report results on next tab"]

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["Question","Netherlands"]
["Lex Mundi Merger Notification"]
["Is there a regulatory regime applicable to mergers and similar transactions?","Yes, the Dutch merger control rules are set out in the \nCompetition Act.\n\n \n"]
["Identify the applicable national regulatory agency/agencies.","In the Netherlands, the Authority for Consumers and Markets (''\nACM'') is the applicable national regulatory agency.\n\n \n"]
["Is there a supranational regulatory agency (e.g., the European Commission) that has, or may have exclusive competence? If so, indicate.","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 \nACM at the request of the notifying parties or if the transaction threatens to affect competition in a distinct market within the Netherlands. \n"]
["Are there merger filing requirements? If so, where are they set out?","Yes, provided the turnover thresholds set out in the \nCompetition Act are fulfilled, notification to the \nACM is mandatory. \n"]
["What kinds of transactions are \"caught\" by the national rules? (Identify any notable exceptions.)","Mergers, acquisitions and joint ventures (same as under EU regime).\n\n \n"]
["Is notification required for minority investments?","No. Note: the test for minority shareholdings is similar to the EU 'decisive influence' test.\n\n\n \n"]
["Are foreign-to-foreign transactions captured by the merger control regime, and is there a local effects test?","Foreign-to-foreign mergers can be caught if the thresholds are met. No special local effects test exists.\n"]
["What are the relevant thresholds for notification?"," Summary of merger thresholds: \n \n 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;  \n At least two of the undertakings concerned each achieved at least a EUR 30 million (approx. USD $34.27m) turnover in the Netherlands. \n \n Note:   \n \n special regime for healthcare mergers with very low thresholds; \n filing is not required if EU thresholds are met (subject to referrals); and  \n specific manner to measure turnover for financial institutions, pension funds and commercial real estate. \n "]
["Is the filing voluntary or mandatory?","Filing is mandatory for above-threshold mergers and acquisitions\n"]
["Provide the time in which a filing must be made.","While there is no filing deadline, parties must provide at least one week's notice of their intent to file.\n"]
["Is there an automatic waiting period? If so, please specify.","Yes, it is prohibited to implement a notifiable concentration before the \nACM has granted approval.\n\n \n"]
["What are the form and content of the initial filing?"," 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: \n the transaction and motivation behind it; \n \n the parties and their activities; \n the relevant (product and geographical) markets; \n general market information; lists of the most important competitors and customers; \n the most recent financial statements and annual reports of the companies involved; and \n any relevant market investigations in possession of the parties. \n \n 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. "]
["Are filing fees required?","Yes, there is a fixed filing fee for the \nACM of EUR 17,450 (phase 1) and EUR 34,900 (phase 2).\n"]
["Please provide an overview of the merger review process. Are there time limits within which the regulatory agency must act? Can they be shortened by the parties or be extended by the regulatory agency?"," 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. \n 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.  \n 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. \n 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''). \n 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. "]
["What is the substantive test for clearance?","The \nACM uses the same substantive test as the European Commission i.e. whether the notified transaction results in a Significant Impediment to Effective Competition (\"\nSIEC\") in the Dutch market.\n\n \n"]
["What decisions can the agency make in relation to a notified merger (e.g. approval, approval with conditions or prohibition)?","In phase 1 of the notification process, the \nACM 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.\nIn phase 2, the \nACM may approve or prohibit the transaction. In both phases, the\n ACM may attach conditions (remedies) to its approval to address identified competition concerns.\n"]
["Can parties proactively offer commitments to the agency to remedy identified competition concerns?","Yes, parties can offer commitments in both phases 1 and 2.\n"]
["Describe the sanctions for not filing or filing an incorrect/incomplete notification.","The \nACM 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.\nThe 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 \nACM may further impose periodic penalty payment orders. Moreover, transactions that meet the merger thresholds but are not notified are considered legally void.\nFines will be increased by 100% if the party involved has received an irrevocable administrative fine for the same offence in the preceding five years.\n"]
["Describe the penalties applicable to the implementation of a merger before clearance or of a prohibited merger.","The \nACM may impose an administrative fine of up to EUR 900,000, or, if higher, 10% of the turnover of the parties involved. The \nACM may also impose periodic penalty payments.\nFines will be increased by 100% if the party involved has received an irrevocable administrative fine for the same offence in the preceding five years.\n"]
["Can the agency review and/or challenge mergers that are not notifiable?","No. However, a legislative proposal is currently in development that would empower the \nACM to review mergers falling below current notification thresholds.\n"]
["Describe the procedures if the agency wants to challenge an unnotified transaction.","The \nACM may send binding information requests to the parties involved or perform unannounced company visits (dawn raids). If it finds a breach of the \nCompetition Act, the \nACM 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.\n"]
["Describe, briefly, your assessment of the regulatory agency's current attitudes/activities, including enforcement trends and recent developments.","The \nACM closely aligns with the European Commission’s approach, including its interpretation of key concepts such as merger definitions, turnover, and the substantive test.\nRecent developments include the \nACM'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'.\n"]
["Other important/notable information:","The Dutch Minister of Economic Affairs has the power to grant a license for a transaction after the \nACM 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. \n"]