Belgian Competition Authority Again Stops Below-Threshold Merger on Basis of Antitrust Rules Rather Than Merger Control Provisions
- 24/03/2025
- News
On 20 March 2025, the Belgian Competition Authority (BCA) announced that it would terminate its investigation of the proposed acquisition of the artisan bakery segment of Ceres by Dossche Mills Group because the parties had advised it that they would abandon the transaction (see, attached press release). The BCA had started its inquiry in January 2025 based on Article 101, Treaty on the Functioning of the European Union (TFEU), and Article IV.1, Code of Economic Law (CEL). It could not rely on the merger control rules because the transaction did not reach the financial thresholds for notification (see, VBB Belgian Antitrust Watch of 23 January 2025).
The case marked the BCA’s second use of traditional antitrust rules rather than merger control provisions to challenge a transaction which it considered possibly harmful to competition. In March 2023, the BCA had opened proceedings against telecommunications operator Proximus to challenge that firm’s acquisition of EDPnet under the rules prohibiting abusive conduct by dominant companies (Article 102, TFEU and Article IV.2, CEL).
In each case, the BCA’s speedy and forceful intervention on the basis of powers claimed pursuant to the judgment which the Court of Justice of the European Union delivered in case C-449/21, Towercast SASU v. Autorité de la concurrence and others, caused the parties to give up their envisaged deal. While the BCA’s determination to preserve competition is commendable and the parties’ lack of appetite for protracted administrative proceedings understandable, there has, regrettably, been no judicial review of the BCA’s theories of harm and assessment of other critical aspects of the transactions. This does not help the cause of legal certainty, and the BCA may wish to think of offering guidance regarding its intended use of its Towercast powers.
