The Investment, Mergers and Acquisitions Security Test Act (Vifo Act) envisages a Dutch (general) investment test. Transactions that fall within the scope of the Vifo Act must be reported to the Bureau Toetsing Investering. These concern transactions in which the legal entity acquiring influence over a Dutch company could potentially affect the national security of the Netherlands. Although the Vifo Act was already adopted on 10 June 2022, it will enter into force on 1 June 2023.
The entry into force of the Vifo Act does not mean that only future, investments in vital providers or companies active in the field of sensitive technology have to be reported to the Bureau Toetsing Investeringen (BTI). Within eight months of the Vifo Act coming into force, the Minister of Economic Affairs and Climate may require parties to a transaction that took place after 8 September 2020 to submit a notification if the minister believes that an investment could pose a risk to national security. The BTI hit the ground running and announced it would be the first to investigate the acquisition last autumn of Delft-based chip company Nowi by Chinese tech company Nexperia.
In connection with the Vifo Act, a decree clarifying the operation and scope of the Vifo Act was published on 31 May 2023. The decision describes which technologies could potentially qualify as ‘sensitive’ within the meaning of the Vifo Act. This includes not only military and dual-use goods, but also quantum, semiconductor and photonics technologies, and High Assurance products.
For all information on the Vifo Act and FDI-related questions, please visit wetvifo.nl or read this, this, this, this, this and this blog.
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