Merger Control 2025

BELGIUM Law and Practice Contributed by: Peter L’Ecluse, Koen T’Syen and Amirsalar Kavoosi, Van Bael & Bellis

• the merger of two or more previously inde - pendent undertakings or parts of undertak - ings; • the acquisition, by one or more persons already controlling at least one other under - taking, of direct or indirect control over one or more other undertakings or parts thereof, whether by purchase of securities or assets, by contract or by other means; or • the creation of a joint venture (JV) that per - forms, on a lasting basis, all the functions of an autonomous economic entity. For a transaction to be considered a concentra - tion, it must thus give rise to a change of con - trol. The manner in which this change of control occurs is immaterial. In the absence of a change of control, internal restructurings or reorganisa - tions do not qualify as concentrations. 2.4 Definition of “Control” Control is defined as the ability to exercise deci - sive influence over the activities of an undertak - ing, based on rights, agreements or other means that enable such influence, either individually or collectively and taking into account all factual and legal circumstances. This influence may result from the ownership or the right to use all or part of the undertaking’s assets, or from rights or agreements that confer decisive influence on the composition, voting or decisions of the organs of an undertaking. Control is considered to be acquired by the per - son or undertaking that either holds these rights or derives them from agreements or, even with - out formally holding such rights, has the power to exercise them (Article IV.6 (3)-(4) CEL). The acquisition of a minority shareholding that results in the possibility of exercising a decisive influence on an undertaking will be caught by

the merger control rules. In Picanol NV/Tessend- erlo Chemie NV , the BCA found that Picanol NV acquired de facto control over Tessenderlo Che - mie NV by acquiring 27.6% of the shares therein, as the remaining shares were dispersed among a large number of shareholders (Decision No The merger control provisions apply only if: • the combined turnover in Belgium of the undertakings concerned exceeds EUR100 million; and • at least two of them each achieve a turnover of at least EUR40 million in Belgium (Article IV.7 CEL). However, the merger control provisions do not apply to transactions that reach the European Union (EU) jurisdictional thresholds. 2.6 Calculations of Jurisdictional Thresholds 2013-C/C-01 of 21 October 2013). 2.5 Jurisdictional Thresholds Article IV.8 of the CEL provides that “turnover” refers to the amount of sales by the undertak- ings concerned during the last financial year. The amounts considered for calculating the turnover must relate to the sale of products or services in the ordinary course of business and exclude dis - counts, value-added tax and other taxes directly related to the turnover. Specific rules apply to the turnover calculation for credit institutions, other financial institutions, insurance undertakings and state-owned under - takings.

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