Global Competition Law is primarly a practitioner's guide presenting the most salient aspects of the major competition laws country by country, giving an overview of their structure and most charasteristic elements.
Global Competition Law also provides insight into possible future developments in the field.

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Under Section IV.10 CDE, concentrations must be notified to the Competition Prosecutor General before their implementation and after the conclusion of the agreement or proposed agreement. In the event of a take-over bid or public offer of exchange, the parties can notify a proposed agreement provided that they declare explicitly that they intend to conclude such an agreement. Concentrations consis …

Merger notification

Under Section IV.10 CDE, concentrations must be notified to the Competition Prosecutor General before their implementation and after the conclusion of the agreement or proposed agreement. In the event of a take-over bid or public offer of exchange, the parties can notify a proposed agreement provided that they declare explicitly that they intend to conclude such an agreement. Concentrations consisting of a merger or the acquisition of joint control are notified jointly by the parties. In all other cases, the notification is submitted by the person or undertaking having acquired control of all or part of one or more undertakings.

The parties may not implement the transaction before clearance by the Competition Authority.

Since 17 March 2022, the notifying parties must pay a filing fee of 17,450 EUR for a simplified merger procedure and a filing fee of 52,350 EUR for a regular merger procedure (Section IV.10). These amounts will be automatically adjusted as from 2023 in line with the consumer price index and will contribute to the significantly increased budget and resources granted to the Belgian Competition Authority (“BCA”).

A member of the Auditorat handles the investigation of the case as soon as the notification is received (Section IV. 63 CDE). He/she submits a draft decision and the file to the President within 25 working days with effect from the day after the day when the notification is submitted to the Auditorat. The 25 working day time-limit may be extended by ten working days, where commitments have been presented in accordance with Section IV.63.

Pursuant to Section IV.66, if a concentration falls within the scope of the Act, the Competition Board, called by the President, may either decide that the concentration is admissible (phase 1) or, where there are serious doubts as regards admissibility, initiate the proceedings provided for by Section IV.67 (phase 2). A phase 1 decision must be taken within 40 working days from the day after the date of receipt of the notification. The concentration is deemed admissible if the Competition Council has issued no decision during this period. If a phase 2 review of the concentration is launched, the auditor must submit an additional report, which is also sent to the parties concerned (Section IV.62). If the Competition Board has not issued a decision within 60 days of the decision to initiate proceedings, the concentration is deemed admissible.

A simplified procedure is available for concentrations which will be cleared or for those that will normally be cleared without an in-depth examination. Most frequently this procedure is used for concentrations that do not result in a significant impediment to effective competition being created in the Belgian market or in a substantial part of that market. The Competition Act 2013 reduced the time-limits for handing down decisions under the simplified procedure. Under Section IV.63 CDE, the competition prosecutor must submit to the notifying parties a letter declaring the concentration admissible within 15 working days (20 days previously). This letter of the Auditor  is considered as a decision of admissibility of the Board. If the conditions of admissibility are not met, or if there are any serious doubts as to admissibility, the Auditor adopts a summary decision bringing the simplified procedure to an end. 

On 8 January 2020, the Executive Committee of the Belgian Competition Authority adopted additional rules aimed at extending the scope of the simplified merger control procedure. As from 20 January 2020, the ABC will also apply the simplified procedure where:

- the market shares of the undertakings concerned do not exceed 50% in horizontal relationships and the increase in the HHI is lower than 150.

- the combined market shares of the parties do not exceed 50% in case of horizontal overlap and the increase in market share resulting from the concentration is lower than 2%.

- there are no doubts as to the adminissibility of the concentration and no objections to its clearance, which may be the case in two situations: i) where two or more of the undertakings concerned are active on the same product and geographic market and their combined market share is between 25 and 40%, or ii) where one or more of the undertakings concerned are active in an upstream or downstream product market in relation to a product market in which one or more of the parties are also active and their combined market share in the downstream or upstream market is between 25 and 40%.

On 28 March 2024, the Belgian Federal Parliament enacted a law that significantly modifies the application of merger control rules to the hospital sector under the Belgian Code of Economic Law (CEL). This legislative change exempts mergers between accredited hospitals from prior notification to the Belgian Competition Authority (BCA), except in cases where specific turnover thresholds are met.

Key Provisions of the 28 March 2024 Law are:

-General Exemption: Hospital mergers are generally exempt from the BCA's prior merger control requirements

-Threshold-Based Exception: Mandatory notification to the BCA is required only if:

      -at least two of the hospitals involved each have an individual turnover in Belgium of  EUR 250  million or more; and


     -the combined turnover of all hospitals involved in the merger is at least EUR 900 million in Belgium.

This exemption builds upon a previous legislative amendment from 29 March 2021, which had already excluded the formation and restructuring of loco-regional hospital networks from merger control obligations. The 2024 Law extends this exemption to encompass hospital mergers more broadly.

Global Competition Law

55. Merger notification

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Les notions juridiques connexes

55. Merger notification

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise