A European acquirer had identified a Belgian mid-market target and signed a letter of intent. The commercial rationale was strong. Then the regulatory picture came into focus. Belgian competition law requires mandatory notification when combined turnover thresholds are met – and the target's market position triggered a second-phase review by the Autorité belge de la concurrence (Belgian Competition Authority). Closing was at risk of being delayed by six months or more. The window to execute the deal on the agreed terms was closing fast.
This case involved a cross-border M&A transaction in Belgium requiring competition clearance and careful structuring of closing conditions under a share purchase agreement. The Belgian Competition Authority conducted a detailed review before approving the transaction subject to behavioural remedies. The deal closed approximately nine months after signing, within the parameters agreed at the outset.
This case study describes the strategy the team deployed, the key milestones encountered, and three transferable lessons for international clients pursuing acquisitions in Belgium.
Client profile and the challenge at hand
The client was a privately held industrial group headquartered outside Belgium. It had operated in the Belgian market through a distribution arrangement for several years. The acquisition of the target – a Belgian company with an established customer base and proprietary logistics network – represented the client's first direct ownership in the country.
The challenge was threefold. First, the transaction triggered the thresholds under Belgian competition legislation that require mandatory pre-closing notification. Second, the target's representations and warranties in the draft share purchase agreement did not adequately address known regulatory exposures. Third, the client's management team had no prior experience with Belgian regulatory processes and initially underestimated the timeline involved.
The client needed a strategy that would protect the deal economics, manage the regulatory timetable. Additionally. Give it maximum control over the closing conditions embedded in the overeenkomst tot aandelenoverdracht (share purchase agreement, SPA) under Belgian law.
Our M&A advisory practice in Belgium had handled prior notifications to the Belgian Competition Authority and was engaged to lead both the regulatory filing and the SPA renegotiation in parallel.
Legal strategy and rationale
The team's first decision was sequencing. Rather than filing immediately and waiting passively, the team conducted a focused pre-notification consultation with the Authority. This step is voluntary under Belgian competition legislation but frequently shortens the formal review period. It also gave the team early visibility into which market definition the Authority was likely to adopt.
In parallel, the SPA was restructured. The original draft tied all closing conditions to a single long-stop date. That structure created unacceptable pressure. The revised structure introduced a tiered closing mechanism. Conditions relating to competition clearance were separated from all other closing conditions. Each tier carried its own long-stop date and termination right. This gave both parties a clearer exit if the Authority imposed remedies that materially altered the deal's economics.
The representations and warranties section was also renegotiated. The target's sellers had proposed broad general warranties on regulatory compliance. The team replaced these with specific, factual representations tied to the known regulatory exposure areas identified during due diligence. Warranty and indemnity insurance was placed to cover residual risk above the agreed cap.
For the due diligence process, the team organised a focused regulatory stream alongside the standard commercial, financial, and legal streams. This stream examined the target's existing agreements with competitors, pricing practices, and market share data – all items the Authority would scrutinise during Phase II review.
Key milestones and complications
The pre-notification consultation took six weeks. The Authority's initial market definition was broader than anticipated. It provisionally included a product category that the client did not consider part of the relevant market. This finding, had it stood, would have pushed the combined market share above the threshold at which structural remedies – such as divestiture – become probable.
The team submitted a detailed economic memorandum challenging the provisional definition. It drew on the target's own sales data, customer survey evidence gathered during due diligence, and supply-side substitutability analysis. The Authority narrowed its market definition before the formal Phase II decision was issued. This was the transaction's pivotal moment.
A second complication arose mid-process. A third-party competitor submitted an intervention to the Authority during the public consultation phase. The intervention alleged that the acquisition would foreclose access to the target's logistics network. The team prepared a rebuttal submission within ten days. It demonstrated that comparable logistics capacity was available from at least two other providers in the Belgian market. The Authority accepted this position.
The formal clearance decision was issued approximately seven months after the original letter of intent. It included two behavioural remedies: a commitment to maintain open access to the logistics network for a defined period, and a pricing transparency undertaking. Neither remedy materially affected the client's projected return on the acquisition.
Closing occurred within eight weeks of clearance. The tiered SPA structure meant that the financial closing mechanics – payment, title transfer, and post-closing adjustments – were executed smoothly once the regulatory condition was satisfied.
For clients considering related Belgian corporate transactions, our corporate law practice in Belgium provides integrated support on post-closing governance and compliance obligations.
To discuss how this approach could apply to your acquisition in Belgium, contact us at info@ferrazwhitmore.com.
Three transferable lessons
Lesson 1: Pre-notification consultation is not optional for complex deals. Belgian competition legislation permits voluntary pre-notification engagement with the Authority. In transactions where market definition is genuinely uncertain, this step consistently reduces formal review time and surfaces the Authority's concerns before the clock starts. Clients who skip it frequently face avoidable Phase II proceedings.
Lesson 2: SPA closing conditions must reflect regulatory reality. A single long-stop date tied to competition clearance creates asymmetric pressure on the buyer. Tiered closing mechanics – with separate conditions, separate long-stop dates, and defined termination triggers for each – give both parties genuine optionality. This structure is more complex to draft but substantially reduces the risk that an extended regulatory review forces a distressed renegotiation of price.
Lesson 3: Due diligence must include a regulatory stream from day one. In this matter. The regulatory due diligence stream identified the market share exposure and the logistics network issue before the Authority raised either point. That advance preparation was what allowed the team to respond rapidly to both the market definition challenge and the competitor intervention. Clients who treat regulatory review as a post-signing formality surrender the initiative at the most consequential stage of the transaction.
For a comparison with how similar competition clearance dynamics arise in Iberian M&A transactions, see our case study on M&A transactions in Portugal.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our M&A practice in Belgium covers the full transaction lifecycle: due diligence, SPA structuring, competition notification, closing conditions, and post-closing integration. We combine Portuguese civil law expertise with English common law tradition to deliver cross-border M&A solutions for industrial groups, institutional investors, and international acquirers entering the Belgian market. Our attorneys have advised on share purchase agreements and competition filings across both civil law and common law systems. Engaging a lawyer in Belgium with cross-border M&A experience is particularly valuable when transactions involve concurrent regulatory reviews in multiple jurisdictions. As an international law firm in Belgium and across Europe, Ferraz & Whitmore supports clients from letter of intent through to final closing. To explore legal options for your next acquisition in Belgium, schedule a consultation at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.