The Dutch Competition Authority (NMA) is the main body which handles all the activities related to mergers and aquisitions in the Netherlands. The main rules of Dutch merger and acquisitions are contained by the Dutch Competition Act Chapter 5, articles 26 to 42.
The NMA’s merger control policy is aligned with the European competition law, this delivering a plus of confidence and trust in all the activities related to the merger and aquisition in the Netherlands.
The term ‘concentration’ states one of the below situations: the merger of two or more legal entities, the creation of a new company from two or more legal entities, which is an autonomous economic entity or the purchase of direct or indirect control in another legal entity.
The two types of notification forms used for the purposes of merger in the Netherlands are the notification stage form (used in the first phase investigation and the license application stage form (used as the second-phase investigation notification). It is not mandatory to submit both notifications, depending on the type of business performed by the entities involved in Netherlands.
The notification of a concentration is mandatory if in the preceding calendar year, the combined turnover of the participating entities exceeded €113.45 million and at least two of the involved entities realized a turnover of €30 million on Dutch territory. Certain exceptions granted by the minister of economic affairs are also possible (for instance in the health care system).
The following documents are necessary when the notification forms are requested: the most recent copies of the documents on which the decision of merger was made, the most recent annual reports of all the concern entities, a written power of attorney for the involved parties; and copies of relevant market studies(if applicable) all written in Dutch.
No later than five days after the receipt of the notification, the NMA is requesting any additional information or documents. If the entrepreneur fails to provide such information the concentration will be canceled.
When a license is required (when NMA considers that the action of merger or acquisition in Netherlands could lead to significant restrictions in competition) the involved representative must initiate the second review phase by submitting a license application. No later than 13 weeks, NMA will take a decision. In certain cases, when delivering strong evidence that it is in the best interest of the economy to approve the concentration, the NMA may decide that no license will be required even if the concern domain may require it.
The NMa is requesting a charge for each level of notification such as €15,000 when it comes to a a decision following a merger notification while a decision following a license application will involve a fee of €30,000. Other decisions require a fee of approximately €2,000.
At the end of the process of aquisition or merger in the Netherlands, the NMA publishes a notification, or license application, by submitting a notice in the Dutch State Gazette.
Certain exceptions from the above are granted by the "Simplified Procedure for Merger Notifications” introduced by NMA and applicable in case a license is not necessary or if there are no objections from third parties or agencies involved.
The obligation to deliver notifications about the transactions is the responsibility of the merging parties (in merger situations) or the acquiring party (in an acquisition case).
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