BELGIUM

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Content last updated: 29-01-2021

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  • Merger Control Regime
  • Merger Screening
  • Merger Filing

1. Supranationality

1.1 Membership of Supranational Organization

1.1.1 Is the jurisdiction a member of/party to a supranational jurisdiction?

Yes, Belgium is a member of the EU which is a supranational jurisdiction for the Member States, i.e. 27 EU member states. 

1.1.2 Is the jurisdiction itself a supranational jurisdiction?

No.

1.1.3 If the answer to Section 1.1.1 and/or 1.1.2 above is in the affirmative, what are the implications hereof?

Belgium is a Member State of the European Union.

The EU Merger Regulation is based on a "one-stop-shop" principle. This means that if the EU merger control thresholds are met, the transaction must be notified only to the European Commission, and the national authorities of the respective Member States will as a general rule be precluded from applying their own merger control rules to the transaction unless there is a referral back to the Belgian Competition Authority.

2. Nature of merger control regime

2.1 Mandatory or voluntary

2.1.1 Is filing mandatory or voluntary?

Filing is mandatory if the thresholds described in section 2.3.1 under the Merger Screening Schedule are exceeded.

2.2 Suspensory effect

2.2.1 Must completion of the transaction await clearance by the relevant authorities?

Completion of notifiable transactions must await clearance by the Belgian Competition Authority.

Transactions shall be notified to the Belgian Competition Authority prior to completion and following the conclusion of the agreement, the announcement of a public bid, or the acquisition of controlling interest.

1. What type of transactions are caught by the merger control regime?

1.1 Concentrations

1.1.1 Type of transactions that are caught by the merger control rules?

A transaction is caught by the merger control rules if it brings about a change of control on a lasting basis resulting from:

(i) the merger of two or more previously independent undertakings or parts of undertakings; or

(ii) the acquisition, by one or more persons already controlling at least one undertaking, or by one or more undertakings, whether by purchase of shares or assets, by contract or by any other means, of direct or indirect control of the whole or parts of one or more other undertakings.

1.2 Joint ventures

1.2.1 What types of joint ventures are caught by the merger control rules?

The creation of joint ventures performing on a lasting basis all the functions of an autonomous economic entity resulting in permanent structural market change, i.e. a so-called "full function" joint venture.

1.3 Definition of "control"

1.3.1 How are the concepts of "control" and "change of control" defined?

"Control" under Belgian competition law is defined as rights, contracts or other means which, either separately or in combination, and in all the factual and legal circumstances, confer the ability to exercise decisive influence on the activities of an undertaking, in particular:

(i) property and user rights on all or part of an undertaking's assets (a longer-term, exclusive license of an intellectual property right can be considered as an acquisition of assets for the purpose of merger control as it results in a structural change with certain durability. The Belgian regime will follow the regime at EU level.); and

(ii) rights or agreements that provide a decisive influence on the composition, voting behavior, or the decisions of corporate bodies.

1.4 Minority shareholdings

1.4.1 Are minority and other interests less than control caught by the merger control rules?

Acquisitions of a minority interest or other interests that do not lead to an acquisition of control do not fall within the Belgian merger control rules and will not be considered by the Belgian Competition Authority.

However, a minority interest entailing a possibility of exercising control over the undertaking concerned, e.g. due to veto rights related to certain strategic commercial decisions of the undertaking, will be caught by the Belgian merger control rules - regardless of whether control has actually been exercised. 

2. Establishing jurisdiction for notification of mergers

2.1 Merging parties/undertakings concerned

2.1.1 Which undertakings are considered parties to the merger ("undertakings concerned") in the various types of transactions identified under Section 1.1.1 and 1.2.1.

In a merger, the "undertakings concerned" are each of the merging entities.

In an acquisition of control, the undertakings concerned may vary depending on the characteristics of the transaction:

In case of acquisition of sole control, the undertakings concerned are the acquiring undertaking consisting of all entities belonging to the same group (i.e. parent, subsidiaries, sister companies etc.) and the target undertaking (i.e. not including the seller).

In case of acquisition of joint control of a newly created joint venture, the undertakings concerned are each of the undertakings jointly acquiring control. The same applies where one undertaking contributes a pre-existing subsidiary or a business (over which it exercises sole control) to a newly created joint venture.

In case of acquisition of joint control over a pre-existing undertaking or business, the undertakings concerned are each of the undertakings acquiring joint control and the target (the joint venture).  

In case where a pre-existing, full-function joint venture acquires control over another undertaking, the undertakings concerned are the joint venture (i.e. not including the parent companies, although their turnover should be included in the turnover calculation) and the target undertaking. Where a joint venture is a mere acquisition vehicle, the undertakings concerned are in such situation the parent companies to the joint venture and the target undertaking.

In case of change from joint control to sole control, the undertakings concerned are the undertaking acquiring the sole control and the target. The "existing" shareholder(s) (i.e. the seller(s)) is/are not considered an undertaking concerned.

2.2 Date for establishing jurisdiction

2.2.1 Which date is relevant for concluding whether the transaction is notifiable?

The relevant date determining whether the transaction is notifiable is whichever date is earlier of 1) the date of conclusion (i.e. signing) of the binding legal merger agreement; 2) the announcement of a public bid; 3) the acquisition of a controlling interest or 4) the date of the first notification. It is also possible to establish jurisdiction before, as a notification may be made on the basis of a sufficiently concrete good faith intention.

2.3 General thresholds

2.3.1 Threshold(s) for when a concentration must be notified under the general merger control regime?

Merger control filing is required when:

  • the combined turnover of the undertakings concerned exceeded EUR 100,000,000 in Belgium in the last financial year, and
  • each of at least two of the undertakings concerned had a turnover of at least EUR 40,000,000 in Belgium in the last financial year.

2.3.2 For each threshold, can the threshold be triggered by only one undertaking having local turnover?

Neither of the thresholds can be triggered without at least two undertakings concerned having turnover in Belgium.

2.3.3 For each threshold, can the threshold be triggered without any undertaking having local turnover?

Neither of the thresholds can be triggered without at least two undertakings concerned having turnover in Belgium.

2.3.4 Are there any circumstances where transactions falling below these thresholds may be still investigated?

Transactions falling below the thresholds may not be investigated by the Belgian Competition Authority under the merger control regime.

2.4 Other national thresholds for ex ante merger control (e.g. sector-specific rules)

2.4.1 Relevant thresholds for sector-specific or other ex ante merger control rules?

There are no sector-specific or other ex ante merger control rules in Belgium.

2.4.2 Are any such schemes mandatory or voluntary?

Not applicable.

2.5 Foreign-to-foreign mergers

2.5.1 Do any exemptions, special thresholds etc. apply to foreign-to-foreign mergers, i.e. where none of the undertakings concerned is domiciled in the jurisdiction?

Foreign-to-foreign transactions must be notified when the turnover thresholds are met, irrespective of the location or nationality of the parties.

3. Calculation and allocation of turnover, asset value, transaction value etc.

3.1 Relevant turnover

3.1.1 How is turnover defined (e.g. is income from other sources than "ordinary activities to be included, and how are rebates, taxes, internal turnover etc. treated)?

The relevant turnover to be taken into account is the net turnover derived from the sale of products and the provision of services falling within the undertakings' ordinary activities after deduction of (i) rebates; (ii) value added tax and other taxes directly related to the sales; and (iii) group internal turnover from sales to group related undertakings.

3.1.2 Identification and link to any official rules, guidance etc. on how to calculate turnover?

Not applicable.

3.2 Relevant period for calculation of turnover

3.2.1 Which financial year(s) is relevant for the calculation of turnover?

The total turnover realised in Belgium during the financial year (audited accounts) prior to the proposed transaction.

If audited accounts are not yet available for the preceding financial year (e.g. the concentration takes place within the first months of the year), the Belgian Competition Authority will use figures from the prior years. In certain cases, the authority may decide to use non-final accounts.

3.2.2 Should adjustments be made for e.g. divestitures, acquisitions, closings and other changes of the economic reality of the undertaking concerned made after or during the relevant financial year?

Adjustments must be made to account for permanent changes in the economic reality of the undertakings concerned, such as acquisitions or divestments, which have occurred after the date of the latest audited accounts and are thus not fully reflected in the accounts used in the calculation of turnover. Turnover stemming from such divested or acquired assets should consequently be excluded or included in the turnover calculation, respectively.

3.3 Relevant undertakings for the calculation of turnover

3.3.1 The undertakings whose turnover is taken into account?

The turnover of all "undertakings concerned", as defined in Section 2.1.1 above, is included.

The relevant turnover is the domestic consolidated turnover of a party's group/parent in the preceding financial year.

3.3.2 Shall the turnover of the existing seller be included in the target's group turnover?

In general, the seller's turnover shall not be included in the target's group turnover. The only exception is when the seller post-merger will retain (joint) control with the target.

3.4 Geographical allocation of turnover

3.4.1 The principles for the geographical allocation of turnover?

In general, turnover is allocated to the location where competition with alternative suppliers takes place. That is, turnover generated from the sale of goods/services is allocated to the location where the goods were delivered or the service provided (typically the location of the customer).

3.5 Valuation and allocation of assets

3.5.1 The principles for valuation and allocation of assets?

Not applicable.

3.6 Calculation of other thresholds

3.6.1 The principles for calculation of metrics for other thresholds (e.g. transaction value, market share, share of supply etc.)?

Not applicable.

3.7 Special rules

3.7.1 Do any special rules or principles apply to the calculation, allocation etc. of turnover, assets etc. for specific undertakings (e.g. State-owned undertakings, investment funds, credit and financial institutions, insurance companies, financial holding companies, others)?

The turnover thresholds are calculated differently for three sectors/industries:

Credit and financial institutions: turnover is replaced by the sum of the following assets after tax deductions: (i) interests and similar assets, (ii) profits of stock and bonds, (iii) received commissions, (iv) net assets from financial transactions, and (v) other company related profits.

Insurance sector: turnover is being replaced by the value of the gross registered premiums received or to be received from insurance agreements concluded by or in name of the insurance companies (including reinsured ceded premiums), and after deducting taxes and quasi-fiscal contributions or charges from the total amount of separate bonus or the total bonus volume.

Public sector: only the consolidated turnover of the undertakings with whom the public company forms one economic unit with an independent power of decision is taken into account.

3.7.2 Do any exemptions apply?

No.

3.8 Currency conversion

3.8.1 The exchange rate applied and applicable exchange rate date for conversion of the value of turnover and assets of undertakings in other jurisdictions?

Revenue in foreign currencies should be converted at the average exchange rate of the European Central Bank for the twelve months concerned.

1. Practical information

1.1 Responsibility for filing

1.1.1 The parties responsible for filing?

In principle, all undertakings involved and acquiring control are responsible for filing, i.e. the merging parties in full mergers; the acquirer and the target company in acquisitions of control; and the parent companies in the formation of a full-function joint venture. This also includes the shareholders who are not involved in the present transaction, but who will maintain control over the target.

1.2 Deadlines for filing

1.2.1 Are there any mandatory deadlines for filing, and, if so, how these are calculated?

There are no mandatory deadlines for filing.

However, a transaction meeting the above thresholds has to be notified to the Belgian Competition Authority prior to its implementation and following the conclusion of the agreement, the announcement of the public bid, or the acquisition of a controlling interest.

1.2.2 Are there any sanctions for not filing within the deadlines?

Not applicable.

1.2.3 What are the sanctions for not filing a notifiable transaction?

In case of failure to notify, or implementation of a transaction without notification, the Belgian Competition Authority may impose fines of up to 1% of the total turnover in the preceding financial year. Total turnover is calculated on the basis of the total turnover during the previous financial year attributable to the Belgian national market and exports from Belgium.

This sanction can be imposed even if the concentration is ultimately cleared.

1.3 Early filing

1.3.1 Is it possible to file before the signing of merger agreement?

Notification may be made where the undertakings concerned demonstrate a sufficiently concrete good faith intention to conclude an agreement or, in the case of a public bid, where they have publicly announced an intention to make such a bid, provided that the intended agreement or bid would result in a notifiable transaction.

1.4 Filing fees

1.4.1 Are there any fees for filing, and, if so, please describe how such fees are calculated?

There are no filing fees.

1.4.2 When must the filing fee must be paid?

Not applicable.

1.5 Publicity

1.5.1 When and in which format will the authority publish receiving a notification?

The Belgian Competition Authority publishes a short non-confidential notice on its website of the fact that it has received a notification, inviting third parties to comment on the proposed transaction.

1.5.2 How will the authority in general handle the case publicly, e.g. will it usually comment in the media, send out press releases etc.?

The Belgian Competition Authority will publish the above-mentioned notice on its website and a press release following the adoption of a decision. In general, the Belgian Competition Authority will abstain from commenting on active cases in the media.

1.5.3 Will third parties be able to review the notification?

The Belgian Competition Authority will not publish the parties' notification on its website.

2. Procedure and timing

2.1 Normal and simplified procedures

2.1.1. Does the regime allow for a simplified (fast track) procedure, and, if so, what are the criteria for using the simplified procedure?

The Belgian Competition Authority will allow transactions to be notified pursuant to a simplified procedure under the following conditions:

  • combined horizontal overlap is less than 25%, or between 25% and 40% if there is no doubt on admissibility;
  • vertical relationship is less than 25%, or between 25% and 40% if there is no doubt on admissibility;
  • combined horizontal overlap is less than 50% and HHI increment is less than 150;
  • combined horizontal overlap is less than 50% and market share increment is less than 2%;
  • acquisition of control over a joint venture which has no, or negligible, actual or foreseen activities in Belgium (this is the case if both the turnover of the joint venture (and/or the turnover in Belgium of the activities contributed to the joint venture) and the total value of the assets in Belgium transferred to the joint venture are less than EUR 40,000,000); and
  • change from joint control to sole control.

2.2 Procedural stages (cf. timetable below)

2.2.1 The various stages of (i) a simplified procedure and (ii) a normal procedure?

In general, all merger procedures before the Belgian Competition Authority are initiated by a pre-notification period.

This pre-notification period may involve, inter alia, discussions with the Belgian Competition Authority about the case and timing; submission of draft notification; fact-finding exercises (including potentially market testing before formal notification); and requests for additional information and documents.

Phase I:

When the Belgian Competition Authority has accepted and declared the notification as complete, the regulatory timeframe for the case team's Phase I investigation starts.

During the Phase I investigations, the case team will start by sending a market test questionnaire to the largest customers, competitors and suppliers of the notifying parties.

The Belgian Competition Authority will also publish an information page about the case on its website inviting third parties to submit their observations and comments to the transaction within a specified period.

As part of the investigation, the case team may also send requests for information and engage in discussions and meetings with the notifying parties.

If the transaction cannot be cleared unconditionally in Phase I, the Belgian Competition Authority will hold a meeting with the notifying parties where, inter alia, remedies will be discussed. If the notifying parties propose remedies, the Belgian Competition Authority will proceed to market test and assess the remedies.

The Belgian Competition Authority will then either adopt a decision clearing the transaction conditionally (i.e. with the remedies) or initiate a Phase II investigation, if the competition law concerns have not been mitigated by remedies. 

Phase II:

When initiating the Phase II investigation, the Belgian Competition Authority will issue a confidential decision explaining in detail its findings and conclusions. Following the decision, the notifying parties will normally submit written comments hereto and hold a meeting with the Belgian Competition Authority. The Belgian Competition Authority will invite the notifying parties to a meeting if they are willing to propose remedies to meet the Authority’s concerns.

The Belgian Competition Authority will then normally continue its investigations and contact third parties in the market and send further requests for information to the notifying parties.

If the competition law concerns have not been mitigated, the Belgian Competition Authority will proceed to work on a draft decision, which entails a detailed examination of its findings and conclusions.

2.2.2 Is pre-notification contact with the relevant authorities customary/obligatory/encouraged/etc.?

Pre-notification contact with the Belgian Competition Authority is customary and a standard part of most (if not all) merger proceedings, including transactions following a simplified procedure.

2.2.3 Are there any sanctions for not complying with the deadlines for each Phase or as set by the local authorities?

If the Authority fails to render its decision within the applicable simplified procedure, Phase I or Phase II deadlines, the concentration is deemed to be approved.

2.3 Timetable (cf. timetable below)

2.3.1 The statutory timetable/deadlines for review of a notification?

Pre-notification: There is no set period for pre-notification, but for simple cases it can be as short as 4 weeks, while for complex cases it can be several months. 

Simplified procedure: 15 working days

When the conditions for the application of the simplified procedure are met and the concentration does not raise any competition concern, the Procecutor will send to the parties its decision within 15 working days following the day of the notification, which includes a request for simplified procedure. If the Authority does not take any decision within the set period, the concentration is deemed to be approved. If the Authority decides the conditions for simplified procedure are not met, notification is assumed to have been incomplete. The simplified procedure will expire, and the phase I review will only start once the notification is complete.

Phase I: 40 working days

Upon notification, the Authority will start the investigation and submit a draft decision to the president of the Authority within 25 working days from the day after the notification. If parties offer remedies this period will be extended by 10 working days.

The Authority must take a decision no later than 40 working days from the day after notification. The deadline of 40 working days can be extended in the following situations:

If the parties offer remedies or change the concentration, the deadline will be extended by 15 working days;

 By decision of the competition college, at the explicit request of the parties, at most for the duration proposed by the parties, but in any event for 15 working days if the parties request so.

Phase II: 60 working days from the date of the Authority's decision to initiate phase II proceedings

The second phase foresees 30 working days from the day after the Competition College initiated a Phase II review to start an additional investigation and submit a revised draft decision.

No later than 20 working days following the decision to initiate Phase II proceedings, remedies can be submitted by the notifying parties. In such case the deadline imposed on the Prosecutor for the submission of a revised draft decision to the president of the Prosecutor is extended by a period equal to the time the parties have taken to offer their remedies, i.e. up to 20 working days.

The Competition College must take a decision no later than 60 working days starting on the day after it initiated the Phase II review. This period can be extended in the following circumstances:

If the parties offer remedies, this time limit will be extended by the number of working days used by the parties to offer remedies;

With 15 working days if the parties change the concentration;

By decision of the Competition College, at the express request of the parties, up to a maximum of 20 working days.

If the Authority fails to render its decision within the above deadlines, the concentration is deemed to be approved.

2.3.2 Can the statutory timetable/deadlines be suspended ("stop-the-clock"), and if so under which conditions?

The statutory timetable/deadlines can be suspended by requests for information by the Belgian Competition Authority. 

2.3.3 If pre-notification with the relevant authorities contact is possible/customary, how long will the duration of such contact usually be?

There is no statutory timetable/deadline for the pre-notification period and the duration of such period may vary from a couple of weeks to a couple of months, depending on namely the complexity of the specific transaction at hand.

3. Format and content of notification

3.1 Notification forms

3.1.1 Must the notifying parties use any mandatory notification forms, e.g. for simplified and normal procedures, and, if relevant, add a link to the relevant forms?

The Belgian Competition Authority has mandatory notification forms (Form CONC C/C) for simplified and normal procedures.

3.2 Supporting documentation

3.2.1 List of the supporting documentation which must as a minimum be submitted along with the notification?

Cf. checklist below.

3.3 Originals, legalization and apostillation (cf. checklist below)

3.3.1 List of all documents which must be submitted in original/legalized versions and whether any documents must be apostilled?

Not applicable.

3.3.2 If the merger regime has a mandatory filing deadline, must all the documents identified under Section 3.3.1 be submitted within this deadline?

Not applicable.

3.4 Language

3.4.1 Which languages may be used for drafting and filing a notification?

The notification must be made in Dutch or in French. 

3.4.2 Does translations have to be certified/legalized and apostilled?

Supporting documents must be submitted in their original language and where this is not a Belgian official language (i.e. Dutch, French or German) or English, a translation in the language of the proceedings may be requested. In practice, the Belgian Competition Authority accepts annexes in English.

Statutory timetable

Step Description Time
1

Pre-notification

Pre-notification contact with the Belgian Competition Authority is customary and a standard part of most (if not all) merger proceedings, including transactions following a simplified procedure.

The pre-notification period may involve, inter alia, discussions with the Belgian Competition Authority about the case and timing; submission of draft notification; fact-finding exercises (including potentially market testing before formal notification); and requests for additional information and documents.

There is no statutory timetable/deadline for the pre-notification period and the duration of such period may vary from a couple of weeks to a couple of months, depending on namely the complexity of the specific transaction at hand.

2

Simplified procedure

The Belgian Competition Authority will allow transactions to be notified pursuant to a simplified procedure. For more information please see Section 2.1.1 above.

Phase I

When the Belgian Competition Authority has accepted and declared the notification as complete, the regulatory timeframe for the case team's Phase I investigation starts.

During the Phase I investigations, the case team will start by sending a market test questionnaire to the largest customers, competitors, and suppliers of the notifying parties.

The Belgian Competition Authority will also publish an information page about the case on its website inviting third parties to submit their observations and comments to the transaction within a specified period.

As part of the investigation, the case team may also send requests for information and engage in discussions and meetings with the notifying parties.

If the transaction cannot be cleared unconditionally in Phase I, the Belgian Competition Authority will hold a meeting with the notifying parties where, inter alia, remedies will be discussed. If the notifying parties propose remedies, the Belgian Competition Authority will proceed to market test and assess the remedies.

The Belgian Competition Authority will then either adopt a decision clearing the transaction conditionally (i.e. with the remedies) or initiate a Phase II investigation if the competition law concerns have not been mitigated by remedies. 

Simplified procedure - 15 working days

When the conditions for the application of the simplified procedure are met and the concentration does not raise any competition concern, the Prosectutor will send to the parties its decision within 15 working days following the day of the notification, which includes a request for simplified procedure.

Phase I - 40 working days (with possible extension)

Upon notification, the Authority will start the investigation and submit a draft decision to the president of the Authority within 25 working days from the day after the notification. If parties offer remedies this period will be extended by 10 working days.

The Authority must take a decision no later than 40 working days from the day after notification. The deadline of 40 working days can be extended in the following situations:

- If the parties offer remedies or changes the concentration, the deadline will be extended by 15 working days;

- By decision of the competition college, at the explicit request of the parties, at most for the duration proposed by the parties, but in any event for 15 working days if the parties request so.

Please be aware that "stop-the-clock" is possible (cf. 2.3.2 above).

3

Phase II

When initiating the Phase II investigation, the Belgian Competition Authority will issue a confidential decision explaining in detail its findings and conclusions. Following the decision, the notifying parties will normally submit written comments hereto and hold a meeting with the Belgian Competition Authority. The Belgian Competition Authority will invite the notifying parties to a meeting if they are willing to propose remedies to meet the Authority’s concerns.

The Belgian Competition Authority will then normally continue its investigations and contact third parties in the market and send further requests for information to the notifying parties.

If the competition law concerns have not been mitigated, the Belgian Competition Authority will proceed to work on a draft decision, which entails a detailed examination of its findings and conclusions.

60 working days from the date of the Authority's decision to initiate phase II proceedings.

The second phase foresees 30 working days from the day after the Competition College initiated a Phase II review to start an additional investigation and submit a revised draft decision.

No later than 20 working days following the decision to initiate Phase II proceedings, remedies can be submitted by the notifying parties. In such case the deadline imposed on the Prosecutor for the submission of a revised draft decision to the president of the Prosecutor is extended by a period equal to the time the parties have taken to offer their remedies, i.e. up to 20 working days.

The Competition College must take a decision no later than 60 working days starting on the day after it initiated the Phase II review. This period can be extended in the following circumstances:

- If the parties offer remedies, this time limit will be extended by the number of working days used by the parties to offer remedies;

- With 15 working days if the parties change the concentration;

- By decision of the Competition College, at the express request of the parties, up to a maximum of 20 working days.

If the Authority fails to render its decision within the above deadlines, the concentration is deemed to be approved.

Please be aware that "stop-the-clock" is possible (cf. 2.3.2 above).

  • Step 1 1
  • Step 2 2
  • Step 3 3
  • Not defined
  • 40 days (plus extension) / 15 days for simplified procedure
  • 60 days (plus extension)

Checklist

List of the supporting documentation which must as a minimum be submitted along with the notification.

Supporting documentation

This content was delivered
and last updated 29-01-2021 by
Contact Person
Stefaan Raes, Partner, Head of Practice
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Contact Person 2
Vincent Mussche, Partner
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Acknowledgments

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