NETHERLANDS Law and Practice Contributed by: Herald Jongen, Maarten de Boorder, Samuel Garcia Nelen and Jelmer Kalisvaart, Greenberg Traurig, LLP
Any further extensions require AFM approval. After the offer period closes, a post-offer tender period of up to two weeks is typically announced by the bidder. The timeline for the announcement of a public offer does not change if there is a competing bid, except that the initial bidder can extend the acceptance period for its offer until the end of the acceptance period for the competing offer. 6.14 Timing of the Takeover Offer Regulatory/antitrust approval(s) may be required, depending on the sector the target company is operat- ing in. An example of a regulated sector in which many tech companies operate is finance. If the mandatory regulatory/antitrust approval(s) are not obtained prior to the expiry of the offer period, the bidder can extend the offer period once by two to ten weeks. If the nec- essary regulatory/antitrust approval(s) are not secured within the extended timeframe, the bidder can request an exemption from the AFM until the approvals are received. 7. Overview of Regulatory Requirements 7.1 Regulations Applicable to a Technology Company Starting a new company in certain sectors of the tech- nology industry in the Netherlands is subject to spe- cific regulations. The level of regulatory scrutiny and the time to obtain necessary permits depend on the sector and business activities. Key sectors and regulatory bodies include the follow- ing. • Fintech: Companies involved in financial technolo- gies, including digital payment systems or block- chain services, must comply with financial regula- tions, supervised by the Dutch Central Bank ( De Nederlandsche Bank NV DNB) and the AFM. These bodies oversee licensing for payment services, cryptocurrency exchanges and other financial activities. Licensing can take anywhere from three to six months, depending on the complexity and completeness of the application.
• Telecommunications and IT infrastructure: Busi- nesses in telecommunications or operating critical IT infrastructure must work with the Authority for Consumers and Markets ( Autoriteit Consument & Markt ACM). This includes obtaining licences for operating network services, data centres and internet services. The timeline varies but typically ranges between six and nine months for larger telecom operations. • Healthcare technology: Healthtech start-ups that process medical data or offer digital health ser- vices must seek approval from the Dutch Health and Youth Care Inspectorate ( Inspectie Gezond- heidszorg en Jeugd IGJ). These companies must demonstrate compliance with data protection and healthcare standards, which could take several months. • Wet Vifo A significant legal development in the Netherlands is the introduction of a general FDI screening regime on 1 June 2023, implemented in the so-called Wet Vifo (the “Vifo Act”). The Vifo Act is designed to protect national security by screen- ing certain investments, mergers and acquisitions. It focuses on transactions involving vital provid- ers and companies active in sensitive technology sectors. The Vifo Act could have several significant implications for tech company acquisitions in the Netherlands: acquisitions involving tech companies (especially when they are dealing with sensitive technologies) will be subject to rigorous screening, which can lead to delays in the acquisition time- line. If the authorities determine that the acquisi- tion poses a risk to national security, they have the power to block the transaction. 7.2 Primary Securities Market Regulators The primary securities market regulator overseeing M&A transactions in the Netherlands is the AFM. The AFM is responsible for supervising the functioning of the financial markets, including public M&A transac- tions and ensuring compliance with relevant regula- tions pertaining to public offers within the Netherlands. 7.3 Restrictions on Foreign Investments In the Netherlands, foreign investment is generally encouraged due to the open economy. Foreign inves- tors are typically welcomed across various sectors. However, certain M&A transactions involving foreign
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