Merger control and Investment Screening Act (Wet Vifo).
Mergers and acquisitions (“concentrations”) and gunjumping
A proposed merger or acquisition often requires notification to be made to the ACM. Sometimes, in several Member States or – in the case of large-scale mergers and acquisitions – to the European Commission. We assist companies with the notification
process and ensure timely approval of the concentration, so that the envisaged Closing Date can be met. We conduct due diligence (DD) investigations for a proposed merger or acquisition so as to identify any potential competition issues and can help with identifying who to involve in DD (clean teams) and which information can be exchanged to avoid prohibited exchange of confidential information between undertakings. We can assist you with the competition law aspects of the Letter of Intent or Share Purchase Agreement (such as conditions precedent or gunjumping risks).
Failing to report a (notifiable) merger or acquisition or closing a transaction prematurely may result in substantial penalties.
Foreign Direct Investment (FDI) and the Investment Screening Act (Wet Vifo)
The Investment, Mergers, and Acquisitions Security Screening Act (Wet Vifo) entered into force on the 1st of June 2023. This law serves to protect strategically important sectors and technologies from risky foreign investments.
Under the Wet Vifo, both foreign investors and target companies are required to notify the Bureau of Investment Screening (BTI) of any ‘investment activities’ (such as mergers, takeovers, or changes in control).
The BTI assesses the risks associated with these transactions and may impose far-reaching but proportionate measures and sanctions to safeguard national security.
The Wet Vifo applies to the following sectors and activities:
- Essential services, infrastructure, and business campuses
- Sensitive and highly sensitive technologies
- Sector-specific frameworks for mining, natural gas, telecommunications, and electricity