2024 was characterised by the BCA’s dedication to boost transparency in its operations and investigations through the publication of its expert opinions to Belgian Courts and legislators. The BCA remained a steady player within the EU competition enforcement landscape in 2024 with an active enforcement track record and important sector inquiries. Even if slightly less activist than some of its counterparts in neighbouring countries, the BCA also knows how to pick its battles, for example, as a frontrunner in the application of the Towercast doctrine to below-threshold deals.
This blog post explores a (non-exhaustive) selection of the BCA’s main antitrust and merger control decisions and other contributions throughout last year. We conclude with a short outlook for the year ahead, in which rigorous yet dynamic competition law enforcement will play a more crucial role than ever in rapidly changing markets both in Belgium and beyond.
Antitrust scrutiny in BCA’s priority sectors and beyond
Guarded secrets – cartels in the private security and fire protection sectors
Last summer, the BCA levied its most substantial fine to date for cartel activities within the private security services sector. The BCA’s investigation uncovered that key security service providers Securitas, G4S and Seris colluded on various fronts between 2008 and 2020, resulting in a substantial fine of c. €47 million.
The BCA initiated its investigation in March 2020 over suspicions that these companies colluded to (1) set minimum hourly rates for security guards based on a cost index model, (2) coordinate and manipulate public procurement processes, and (3) refrain from poaching each other’s employees.
In July 2023, the BCA issued a statement of objections following the companies’ interest in settlement discussions (as noted in last year’s edition of this blog post). The settlement, finalised by summer 2024, granted Securitas full immunity from fines due to its cooperation under the leniency programme. G4S and Seris also cooperated, leading to reduced fines of c. €35 million and €11 million respectively.
This case fits well within a rising push amongst European competition authorities against anti-competitive no-poaching agreements. In recent years, various investigations into anti-competitive labour market practices were launched across the continent, ranging from the Portugal’s football and tech consultancy sectors, Hungary’s recruitment sector, Romania’s automotive sector, Catalunya’s private school sector, to several others. The European Commission even issued a dedicated Policy Brief on the topic in May 2024, signalling it as a specific enforcement priority following its dawn raids over no-poach concerns in the online food delivery sector at the end of 2023.
Next to labour markets, bid rigging will also remain a top priority on the BCA’s enforcement agenda, as highlighted in its 2023 report. Just six days after the BCA’s decision was announced, another settlement emerged involving Belgium’s fire protection sector, with key players ANSUL, SOMATI FIE, and SICLI. The BCA found they had engaged in bid rigging related to the sale, hire, and maintenance of extinguishers and hose reels. It imposed a €2.2 million fine on the SICLI Group, while granting immunity to the ANSUL/SOMATI FIE group, and considering their efforts towards compensating victims – particularly schools, municipalities social housing projects and public transport services.
Competitive networks – continued spotlight on the telecommunications sector
In 2024, the telecommunications sector remained a priority for the BCA, in close cooperation with the Belgian Institute for Postal Services and Telecommunications (BIPT).
Fibre roll-out cooperations were already in the BCA’s spotlight in 2023, where the BCA had accepted commitments from Telenet and Fluvius with respect to their joint venture for the roll-out of fibre networks in Flanders. In 2023, the BCA also recognised the potential need for pooling arrangements among telecom operators to efficiently deploy fibre-to-the-home networks in Belgium. These types of collaborations aim to prevent duplicative efforts and investments, while ensuring that cost savings directly benefit end-users and businesses.
Another round of scrutiny for fibre roll-out in Belgium
The 2023 context sets the stage for the BCA’s 2024 investigation into a proposed collaboration between Proximus/Fiberklaar and Telenet/Wyre for fibre networks in medium-density areas of Flanders. After the operators voluntarily initiated discussions with the BCA and, subsequently, established a cooperation framework through a memorandum of understanding, the BCA’s Prosecutor General began an ex officio investigation. The choice for a formal investigation is notable, as the BCA’s earlier statements suggested more openness to an informal evaluation process.
The purpose of the BCA’s investigation is to determine whether the fibre roll-out collaboration could harm competition among the telecom service providers. It is focused on whether the benefits, including cost savings and efficiency gains, are fairly shared with network users. Key considerations include the conditions of access, as well as the scope and speed of the roll-out.
The BCA’s investigation is reported to adopt a long-term perspective, considering the significant investment required to roll out fibre networks and evaluating the market dynamics without the proposed collaboration. This investigation reflects the BCA’s dedication to maintaining a competitive and fair telecom landscape in Belgium, and the outcome will be seen later in 2025.
Broadcasting rights for cyclo-cross races
The BCA also ended its investigation into Flanders’ leading telecommunications and media company, Telenet, with respect to its exclusive acquisition of live broadcasting rights for cyclo-cross races. Initially, the BCA was concerned that Telenet’s agreements with a Flemish non-profit cyclo-cross organisation and the Union Cycliste Internationale (UCI) might restrict competition, potentially sidelining competitors from the cyclo-cross broadcasting market and limiting consumer TV options.
Telenet proposed commitments to address these concerns. First, it agreed to acquire exclusive broadcasting rights for major cyclo-cross events only through open, transparent, and non-discriminatory tenders. Second, it committed to limiting the duration of any exclusive broadcasting agreements to a maximum of four years. Lastly, Telenet agreed not to acquire exclusive rights for more than 75% of the cyclo-cross races in a season. The BCA deemed these commitments, valid until the end of the 2026-2027 cyclo-cross season, sufficient to mitigate competition concerns.
Insights into the rapid trends in fast-moving consumer goods
The BCA issued a report comparing trends in fast-moving consumer goods prices within Belgium to those in neighbouring countries: the Netherlands, France, and Germany. This analysis complements the Price Observatory’s recent publication, which employed alternative data sources to assess consumer price differences and drew similar conclusions, revealing differences in price levels and pricing patterns in Belgian supermarkets versus those across borders. Both the BCA and the Price Observatory noted the need for a deeper dive into the factors driving these discrepancies, potentially to be followed by actual enforcement action.
In early summer 2024, the BCA intensified its focus on this sector by hosting representatives from Colruyt Group for discussions on best practices regarding cooperation in the context of BCA investigations. Through collaboration with companies and stakeholders, the BCA aims to gather relevant data and deepen its understanding of market dynamics. This approach currently still seems somewhat selective, as no similar engagements with other firms in the food distribution and fast-moving consumer goods sectors have been announced yet. 2025 will tell whether this was a remarkable one-off or the start of a broader dialogue also with other players in the sector, ideally selected according to transparent and objective criteria.
Looking ahead to 2025, further developments are also anticipated in this area following the BCA’s announcement of an investigation into AB InBev’s commercial conditions for beer supply to wholesalers and “horeca” (on-trade) operators across Belgium. This investigation follows BCA’s review of complaints by various players within the beer supply chain throughout 2024.
Belgian banking sector as an all-time priority
The banking sector also continued to be a key focus area for the BCA in 2024. Back in 2022, it had launched an investigation into Belgium’s four largest banks’ agreement to pool their ATMs into a single network, called the “Batopin project”. In May 2024, it finally concluded its preliminary analysis. The BCA acknowledged that an agreement between the Belgian federal government and Febelfin in March 2023 on access to ATMs had already improved the situation.
However, the BCA preliminarily concluded that other concerns for consumers remained: the reduction of the number of ATMs not only results in an increase of the travel distance for consumers to ATMs, but it also risks deteriorating the quality of the service provision at the remaining ATMs, which will be used more intensely as a result of the Batopin project. This nudged the Batopin members to offer a series of commitments to ensure sufficient geographical coverage and service quality throughout the network. More on the commitments and on how they gave the BCA sufficient comfort to close its investigation in March 2025 in next year’s post.
The BCA as a textbook example of how NCAs can help with promoting and enforcing the DMA
While the European Commission is the main central enforcer of the EU’s Digital Markets Act (DMA), national competition authorities also play a supportive role in its application. The Belgian legislator has picked this up by introducing new provisions in the Belgian Code of Economic law through a law adopted on 29 March 2024. The BCA’s Prosecutor General is now empowered to receive complaints and other relevant information to open investigations into gatekeepers’ non-compliance with their obligations under the DMA.
While the Prosecutor General cannot take actual enforcement action against non-compliance, he can communicate the results of his preliminary investigation to the European Commission. Under the new provisions, he can also ask the European Commission to conduct two types of investigations: (1) to detect cases of non-compliance with the DMA and (2) to investigate whether an undertaking should be designated as gatekeeper or whether a certain service should be considered a “core platform service”, if there is reason to suspect this would be needed.
The BCA has also significantly invested in the promotion of the DMA’s benefits for businesses in Belgium, and how they should deal with designated gatekeepers. In December 2024, it published a 13-page brochure titled “The Digital Markets Act – A short guide for tech challengers” containing a handy overview of the DMA’s main principles and key gatekeeper obligations. Beyond the basics, it also sheds light on the opportunities the DMA offers for business users, ranging from preventing anti-competitive leveraging practices and opening up gatekeepers’ platforms and data, to facilitating user switching and increasing transparency in online advertising. The guide ends with an explicit call to business users of gatekeepers’ core platform services to actively make use of their rights under the DMA and to lodge complaints with the BCA or the European Commission where needed.
A busy merger control year for the BCA
The BCA continued to see a rise in merger control enforcement activities in 2024. Over the year, the BCA published a total of 42 merger clearance decisions, up from 35 decisions in 2023. Among these, there were seven clearances in Phase 1, with two requiring remedies. We shortly set out below the main takeaways from the two conditional and the two most interesting unconditional clearances below. The remaining 35 cases obtained simplified clearance decisions.
Future below-thresholds notification obligation for D’Ieteren to secure conditional clearance for its acquisition of Porsche Centre East-Flanders
With the BCA’s first conditional merger control clearance of 2024, the authority aligned with a broader trend towards behavioural commitments signalling away from the holy grail of divestment remedies. In June, Belgium’s largest automotive distributor, D’Ieteren, managed to secure the BCA’s green light for its acquisition of Porsche Centre East-Flanders by agreeing to a series of behavioural remedies, including a notification obligation for future below-threshold acquisitions.
Prior to the acquisition, D’Ieteren already owned six out of the nine official Porsche dealerships in Belgium. D’Ieteren is also the official exclusive importer of new Porsche vehicles and original spare parts for Belgium. On top of that, it is responsible for approving new official Porsche garages in Belgium in conjunction with Porsche AG. This combination of factors led the BCA to identify competition concerns in the maintenance and repair markets, emphasising that D’Ieteren’s high market shares in certain local markets would further increase. As the only two independent Porsche dealers that would remain are highly dependent on D’Ieteren for the supply of spare parts and all kinds of services, the BCA also voiced input foreclosure concerns.
Instead of requesting D’Ieteren to sell some of the Porsche dealerships it already owned, the BCA agreed to the following behavioural conditions: (1) guarantees regarding existing and new approvals of Porsche sales and/or after-sales outlets; (2) Chinese walls to avoid commercially sensitive information relating to Porsche spilling over between the import and retail divisions of D’Ieteren; (3) a general non-discrimination obligation towards independent dealers; and (4) a commitment to voluntarily notify to the BCA any future acquisitions of remaining official Porsche dealers, even if such acquisitions fall below the turnover thresholds. This latter notification commitment seems inspired by non-merger control regulatory remedies that are already more widespread in FDI and EU foreign subsidies control. Also under the DMA, designated gatekeepers have an obligation to inform the European Commission of intended acquisitions of targets that provide core platform services, even if the EU merger control turnover thresholds are not met.
Hospital concentrations – lessons from lost ground
In 2024, after a long debate with the Belgian Government, the BCA lost its power to review hospital mergers, except for significant deals involving very large hospital networks. A new law, adopted in March 2024, exempts the hospital sector from BCA’s merger control rules, with exceptions for mergers where the combined turnover exceeds €900 million, and at least two hospitals have turnovers of each €250 million. Reasons for excluding hospital mergers from the BCA’s review were the already severe regulation of the sector, the social nature and objectives of hospitals, and the benefits of consolidation (efficiency, quality of care).
Under its retained oversight over large-scale mergers, on 1 July 2024, the BCA conditionally approved the merger of two large hospital networks in Antwerp. In assessing the deal, the BCA used its 2023 tailored analytical framework for the hospital sector. The BCA’s investigation was conducted with input from relevant sectoral authorities and stakeholders, and focussed on areas not already regulated, i.e. certain pricing and competition aspects.
The BCA’s assessment identified potential competition concerns, particularly risks of reduced competition leading to increased fees and room supplements for patients. Additionally, there were concerns about possible tacit coordination among hospitals in Antwerp over fees. To allay these concerns, the two merging hospital networks proposed commitments, including (i) guarantees on future maximum levels of fees and room supplements; and (ii) assurances on the merged entity’s autonomy and compliance with competition laws post-transaction. The commitments are set to last for three to five years, with annual reports allowing the BCA to monitor compliance and assess the impact. After a market test, these measures were accepted and the BCA found that the merger could proceed without undermining competitive dynamics or patient care quality.
Unconditional approval for Colruyt’s acquisition of Louis Delhaize Shops
On 12 April 2024, the BCA approved the acquisition of 54 out of 57 Louis Delhaize supermarkets, operating under the brands Smatch, Match, and Louis Delhaize, by the Colruyt Group. This transaction received Phase 1 clearance after the parties had decided to remove 3 of the 57 shops even before the start of any remedy discussions.
The parties tried to convince the BCA to consider a broader European geographic market, due to purchasing centres across Europe. The BCA, however, stuck to its precedents and focused on supermarket sizes and local catchment areas, using data such as customer loyalty cards to determine these areas.
Most of the supermarkets involved had local market shares below 25%, posing no significant competition concerns. However, Colruyt Group’s market shares would have exceeded this threshold significantly in three local markets, raising potential risks such as price increases and diminished service quality. To avoid Phase 2 investigation delays, the parties agreed to exclude these 3 supermarkets from the transaction. This sufficed to secure the BCA’s approval for acquiring the remaining 54 stores, without a need for formal remedy discussions.
Unconditional approval for Flemish Inter-Municipal Organisations
On 29 November 2024, the BCA cleared the merger of several Flemish inter-municipal organisations. This merger was initiated in response to the Flemish Energy Decree, which mandated municipalities to appoint the same distribution system operator for both gas and electricity, while also merging their geographical areas of operation.
The mergers consists of three main transactions: Iverlek acquiring Provinciale Brabantse Energiemaatschappij (PBE), Gaselwest acquiring Fluvius West, and Sibelgas acquiring Fluvius Zenne-Dijle. Each operates within distinct municipalities across Flanders, managing vital utilities such as electricity, gas, heat networks, and public lighting. In practice, they delegate the operation of electricity and gas grids to Fluvius, in which they have shareholdings.
In its assessment, the BCA paid particular attention to the peculiar aspects of these transactions, given the parties involved operate in a regulated market of natural monopolies. In particular, the BCA highlighted the specificities of competitive dynamics within such regulated frameworks. It ultimately approved the merger, considering (i) the strict market regulation overseen by the Flemish sector regulator VREG, and (ii) the lack of geographical overlap between the parties concerned.
The BCA as a “friend” of the Belgian courts and legislator?
In 2024, the BCA published multiple amicus curiae letters and offered advice to the legislator on a draft bill. This initiative aligns with the BCA’s aim to enhance transparency in its operations, extending beyond merger control and formal investigations.
Upholding the order of competition rules in judicial reorganisations
A first amicus curiae letter relates to the aftermath of the BCA’s first-mover application of the CJEU’s groundbreaking Towercast judgment. The BCA’s 2023 investigation into Proximus’s potential abuse of dominance by acquiring EDPnet, led to interim measures aimed at protecting competition in the Belgian telecom market, ultimately culminating in Proximus’s divestment of EDPnet.
Proximus’s acquisition of EDPnet was initially authorised during a judicial reorganisation process by a regional Enterprise Court, and the BCA’s amicus curiae letter was addressed to the Court of Appeal of Ghent handling the appeal related to reorganisation proceedings. The subsequent publication of the letter is clearly aimed at advocating for a crucial role of competition law in reorganisation cases.
The BCA reminds us that, during reorganisations proceedings, Belgian courts must evaluate the feasibility and credibility of bidders’ offers and assess potential risks of public order breaches during the approval of reorganisation plans. The BCA emphasises the fundamental role and public order nature of competition laws, stressing that Belgian courts must address potential violations of competition laws on their own motion.
The BCA recommends that insolvency judges incorporate competition issues when comparing bids, in the spirit of prioritising the stability and continuity of the target’s operations. According to the BCA, the legislative aim of reorganisation processes is clear: to revitalise companies without market disruptions, thereby avoiding (amongst others) ‘killer acquisitions’ that stifle competition.
In its own investigation into Proximus’s acquisition, the BCA had identified significant competition law concerns, notably an abuse of dominance, as supported by the EU’s Towercast precedent. The BCA therefore asserts that, given the clear indications of a potential abuse of dominance in Proximus’s bid, the regional Enterprise Court should have rejected Proximus’s offer for EDPnet in the first place, i.e. to preserve public order in Belgium.
Fair play in the supply of billiard balls and tables
The BCA published another amicus curiae letter when dealing with one more pool in the Belgian billiard legal battle. The letter was directed to the Enterprise Court of Leuven, before which GBS Sports, a supplier of billiard balls and tables, claimed that the Belgian Royal Billiard Federation (“KBBB”) abused a dominant position and entered into restrictive agreements by awarding exclusive sponsorship contracts to a carom billiard equipment supplier. GBS Sports argued that the contract was granted through a biased and unfair tender process.
Previously, the BCA imposed interim measures on KBBB following similar allegations from Hector Cue Sports Belgium (“HCSB”), relating to golf billiards. Moreover, in 2022, the BCA also published its expert opinion to and the judgment by the same Enterprise Court following HCSB’s complaint.
In the current letter, the BCA proposed that KBBB is likely to hold a significant influence, as the sole recognised national institution for organising official billiard tournaments and key billiard events in Belgium, and the only organisation sending players to world championships. The BCA hints that such exclusive capabilities could indicate a dominant position.
If found dominant, KBBB must conduct fair and transparent tenders when awarding exclusive sponsorship agreements. While KBBB’s tender for carom billiard equipment initially set experience, reliability, and loyalty alongside sponsorship amount as evaluation criteria, other factors appeared to have influenced the final decision. Notably, GBS Sports was given zero points for loyalty, due to its CEO pursuing legal action against KBBB, which the BCA deemed punitive for enforcing competition laws rather than objective criteria called for in tenders.
While the final decision rests with the Enterprise Court, the BCA underscored several points that hint towards at least potential competitive effects: the significance and premium nature of KBBB’s championships for carom billiard balls supply, the chosen supplier’s market position, the availability of alternative supply options for competitors, the unfair tender process, and the exclusivity duration. Ultimately, the Enterprise Court sided with the BCA and the judgment was upheld on appeal.
BCA’s views on dynamic event ticket price setting
On 18 September 2024, the BCA provided its opinion on a draft Belgian bill aimed at regulating dynamic pricing for events. The draft bill seeks to address concerns arising from dynamic pricing, which may lead to significant price increases for concerts and other events. The BCA’s advice was sought by the Federal Commission of Economy, Consumer Protection, and Digitalisation. The BCA highlighted that, while this advice is specific to the draft bill, it does not prejudice the BCA’s stance in future antitrust cases involving dynamic pricing arrangements.
The BCA broadly concurred with the draft bill, acknowledging that dynamic pricing is often used for high-demand events and tends to raise ticket costs, thus boosting profits for organisers, producers, and artists but increasing prices for consumers. A key issue the draft bill seeks to address is ‘scalping’, namely where individuals purchase large quantities of tickets to sell on at inflated prices. The BCA yet pointed to potential alternative solutions to combat ticket scalping, including personalised tickets with identity checks at entry. Furthermore, the BCA also pointed to the benefits of dynamic pricing for consumers, e.g. when ticket supply exceeds demand.
The BCA highlighted the risk that overly restrictive legislation on dynamic pricing could make Belgium less attractive to international producers and artists, potentially incentivising events to be hosted in neighbouring countries. Instead of imposing an outright ban on dynamic pricing, the BCA recommended a more nuanced approach. It suggested limiting the use of dynamic pricing to a percentage of tickets and ensuring transparency for consumers. Additionally, it proposed capping price increases to prevent excessive profits, while still allowing for price variations to attract audiences to less popular events. Ultimately, the BCA considered it key to refine the draft bill’s definition of dynamic pricing to adequately capture its characteristics, i.e. fluctuating prices based on demand, supply, or other criteria at the time of sale. The adoption of the draft bill is currently still pending.
2025 vision ahead – embracing changing markets and policies
With a sneak peek into 2025, Belgium’s competition law landscape is set to become increasingly dynamic, shaped by both domestic and European initiatives to go after the most problematic cases while at the same timing boosting competitiveness.
Informal discussions will increasingly form a cornerstone of the BCA’s approach, fostering transparent communication with industry stakeholders, sector federations, consumer groups, and others to collaboratively address complex issues. Sustainability is a key area where the BCA reports particular openness, after already having supported an ESG initiative in the banana sector in 2023.
The BCA intends to conduct more and more sector investigations, while reserving binding measures as suggested by the EU’s New Competition Tool as a last resort.
Following the European Commission’s policy defeat relating to below-threshold deals post-Illumina/Grail, the BCA has also jumped on the call-in powers bandwagon. Albeit be it in a less activist way than, for example, its Dutch or Finnish counterparts. The BCA stresses the importance of legal certainty for businesses, indicating such powers would require legislative changes, which will likely take time. While the Dutch already launched a legislative proposal for national call-in powers in March 2025, there is no sign of the same speed in Belgium. That said, the BCA does not shy away from applying the EU Towercast doctrine to investigate below-threshold mergers. After relying on the abuse of dominance rules in its Proxiumus/EDPnet investigation, the BCA started off 2025 with a novel investigation, this time under the Belgian prohibition of restrictive agreements. Next year’s edition of this post will delve into this topic and the far-reaching consequences for Dossche Mills’s attempted takeover of rival wheat flour producer Ceres.
The BCA is also expected to continue focusing on resale price maintenance (RPM), potentially using new detection methods alongside ongoing monitoring. The BCA’s President r has also highlighted economic dependence rules as a particularly intriguing tool, with several ongoing cases, reportedly involving the digital sector, including examples from the IT industry where trade partners may remain ‘locked in’ for extended periods.
The BCA is thus poised to maintain its role as a stable presence in the EU competition field while strategically selecting its areas of focus in 2025. It may need to align its strategy and innovation efforts further with neighbouring countries though to keep up with ever-evolving markets across België / la Belgique and beyond.
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Any views or conclusions provided in this blog post are largely based on publicly available information and shall in any case not be ascribed to Linklaters LLP or any of its clients.
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