Merger Control 2025

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

ery activities of Ceres by its competitor Doss - che Mills. This review was conducted under the rules prohibiting anti-competitive agreements, as set out in Article IV.1 of the CEL and Article 101 of the TFEU. On 20 March 2025, the BCA announced that it would terminate its investi - gation because the parties had advised it that they would abandon the transaction (BCA, press release no 13/2025 of 20 March 2025). “Call-in” merger review powers are widely expected to become part of the BCA’s toolbox to review mergers. The BCA has already started a lobbying campaign to that effect and the next legislative change will probably also confer such powers on the BCA. 2.12 Requirement for Clearance Before Implementation Article IV.10 (4) of the CEL requires parties to wait to implement a concentration until the transac - tion has been cleared by the BCA. 2.13 Penalties for the Implementation of a Transaction Before Clearance Under Article IV.79 (1) of the CEL, the BCA may fine parties up to 10% of their consolidated worldwide turnover if they implement a transac - tion before clearance, and may impose periodic penalty payments of up to 5% of their average worldwide daily turnover for each day of non- compliance. The case of Cordeel/Imtech , as discussed in 2.2 Failure to Notify , also gave rise to a fine for a violation the standstill obligation. 2.14 Exceptions to Suspensive Effect There are two exceptions to the suspensive effect of the merger control procedure (ie, the standstill obligation).

First, parties may request a derogation from the standstill obligation from the President of the BCA (Article IV.10 (6) CEL). In Centre Hospitalier Universitaire et Psychiatrique de Mons Borinage SCRL/ASBL Pole Hospitalier Jolimont , the BCA clarified that such requests “must be duly sub - stantiated” and that derogations ”should be lim - ited to situations in which the particularly harmful consequences of the suspensive effect for the parties or third parties significantly outweigh the potential adverse effects on competition result - ing from the derogation” (free translation of cita - tion taken from Decision No 2023-CC-18 of 28 June 2023). The BCA’s President has granted derogations almost exclusively in cases involving targets fac - ing bankruptcy. Second, Article IV.10 (4) of the CEL provides that takeover bids, public exchange offers and transactions in which control is acquired through more than one seller by means of a series of transactions in financial instruments (including those which are convertible into other financial instruments) admitted to trading on a market such as a stock exchange can be implemented without delay. In such cases, the concentration must be notified promptly and the acquirer must either refrain from exercising the voting rights attached to the instruments or do so solely to preserve the full value of the investment and only with an exemption granted by the BCA’s President. 2.15 Circumstances Where Implementation Before Clearance Is Permitted Implementation prior to clearance is not permit - ted under any circumstances, except as provid - ed for in 2.14 Exceptions to Suspensive Effect .

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