Mergers & Acquisitions

CitizenM is a leading hotel operator under the citizenM brand and a fully integrated global hotel real estate developer, currently operating and developing hotels in more than 20 cities in North America, Europe, and Asia. De Brauw has acted as counsel to citizenM Holding B.V., in collaboration with Kirkland & Ellis LLP, for the sale of the citizenM brand and related IP assets to Marriott Worldwide Corporation through an asset purchase agreement.

B&S Group S.A., active in the consumer goods industry, and Sarabel have reached conditional agreement on an envisaged recommended public offer by Sarabel, trough its affiliate ELFB Investments Netherlands B.V., for all issued and outstanding shares in the capital of B&S of EUR 6.15 (cum dividend) in cash per share. The offer values a 100% of the shares at approximately EUR 518 million and is unanimously recommended by the executive board and supervisory board of B&S.

De Brauw has advised the start-up Thorizon on securing EUR 20 million in funding to accelerate the development of its innovative molten salt reactor technology that uses nuclear waste as fuel. The EUR 20M will fund prototyping, licensing and demonstration of Thorizon One’s cartridge fuel system, a game-changer towards molten salt reactor industrialization.

Competition authorities around the world are closing loopholes and asserting jurisdiction over mergers that have potentially harmful effects but that fall below quantitative merger-control thresholds. Some of the activities that give them cause for concern include anti-competitive effects in local markets, roll-up strategies, killing potential competition, and the stifling of future innovation. Authorities are increasingly taking the view that the size of an undertaking's revenue does not necessarily reflect that undertaking's effect on competition.

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.