Mergers & Acquisitions

Axcel-backed Oral Care, a Sweden-based dental care service provider in Sweden, Norway and the Netherlands, has signed an agreement to acquire Dutch dental care provider De Tandartsengroep (DTG). The acquisition will significantly expand the group’s presence in the Netherlands and marks another step in Oral Care’s aspirations in becoming a leading dental care group in Northern Europe.

De Brauw advised Bolton, an Italian family-owned fast-moving consumer goods company, on the acquisition of Repair Care, a Dutch company specialising in sustainable (bio)wood repair and maintenance solutions.

De Brauw advised Assicurazioni Generali SpA, a leading global integrated insurer and asset manager, on the combination of its asset management operations with Natixis Investment Managers, part of Groupe BPCE, a leading French banking group. The deal is valued at EUR 9.5 billion.

The EU is taking action to counter the EU's single market's vulnerability to geopolitical developments. Although national security still falls within the decision-making of individual member states, the bloc has encouraged its member states to screen investments by third country investors for potential national security threats. In the Netherlands, for example, a general screening regime went live in June 2023, when the Vifo Act entered into force. This act covers investments in vital providers, sensitive technology and highly sensitive technology companies, and operators of business campuses (see our June 2023 article explaining the regime here). Likewise, almost all other EU member states have implemented screening regimes on foreign direct investments (FDI).

The Dutch government has unveiled a new law designed to bolster and regulate the defence and security industry in the Netherlands. The proposed Defence and Security-Related Industry Resilience Act (Defence Resilience Act) is directed at companies active in these industries and contains a number of provisions aimed at improving Dutch armed forces operations. Structured around three major pillars, the act introduces a new sector-specific foreign direct investment (FDI) screening mechanism, lays out a framework for certifying Dutch companies to compete for foreign defence contracts, and draws up measures to enhance the Dutch defence industry's production, innovation and international competitiveness in general. Companies active in defence and security-related sectors can expect changes in M&A processes, new opportunities for international contracts, and a stronger regulatory framework that aligns with EU, US and Canadian standards. This could lead to increased economic activity coupled with more regulatory hurdles and government supervision.

A bill amending the statutory shareholder dispute resolution proceedings (geschillenregeling), which we reported on in our earlier update, has been adopted by parliament and will enter into force on 1 January 2025. The proceedings provide mechanisms for resolving disputes among shareholders in Dutch companies, in particular through a forced exit. The amendments aim to enhance the effectiveness of these proceedings.