Energy & Infrastructure M&A 2025 Comparisons

In 2024 and the first half of 2025, Belgian M&A activity has shown gradual signs of recovery compared to 2023. While inflationary pressures and elevated interest rates in mid-2024 and early 2025, along with moderate economic growth, posed some challenges to investor sentiment, the overall market maintained a steady pace. Geopolitical developments – such as uncertainties around tariffs and ongoing wars in Gaza and between Russia and Ukraine – also influenced deal-making dynamics. Overall, Belgian M&A activity broadly mirrored international trends, reflecting both global headwinds and emerging opportunities.

The transition toward clean energy, carbon neutrality and geopolitical concerns continue to be key focuses for energy and infrastructure (E&I) M&A in Belgium. Investors are increasingly targeting assets that support net-zero ambitions, resulting in growing interest in wind, solar, and hydroelectric sectors. A priority is the modernisation and expansion of infrastructure to enable the energy transition. This includes funding for energy storage technologies, upgrades to electricity grids, and the development of charging networks for electric vehicles. While foreign investors seem to increasingly invest in battery energy storage system (BESS) projects, onshore wind and solar farms seem to be popular in the secondary M&A market.

In 2025, new governments took office at the federal, Flemish, and Walloon levels. The resulting government agreements reflect a shift towards pragmatism, with a renewed focus on energy security, industrial competitiveness, and a clear return to nuclear power. While the agreements do not introduce radical changes, they signal a more measured and realistic approach to the energy transition.

Across all levels of government, the energy transition remains a key priority, but the narrative has clearly shifted. The pursuit of green energy “at any cost” is no longer the dominant political stance. Instead, policy choices suggest a more balanced and technology-neutral strategy, with emphasis on a diversified energy mix – including a notable resurgence of nuclear energy.

On nuclear, the Belgian federal government, for instance, has made a clear and strategic shift back to nuclear energy, setting a target of four gigawatts of nuclear capacity within the electricity mix. In a marked departure from previous policies, nuclear energy is now positioned as a central pillar of Belgium’s long-term energy strategy. To support this shift, the government repealed previous phase-out provisions and lifted the ban on new nuclear capacity construction.

While grid congestion is becoming an increasing challenge, it has not yet derailed the development of new projects. Over the past 12 months, several new grid connection models have emerged to address limited network capacity.

On the gas infrastructure side, Belgium has also established regulatory frameworks for new gases, including hydrogen and CO₂, and is in the process of assigning regulated operators for these networks.

Investors are both domestic and international, depending on the asset classes.

Energy projects in Belgium are primarily driven by private local developers, alongside major utility companies. In recent years, international investment funds have played an increasingly significant role. Funds like Pioneer Point Partners and Ventient have been acquiring renewable energy portfolios, while others – such as BlackRock, Canada Pension Plan Investment Board (CPP Investments), and ATLAS Infrastructure (which manages assets on behalf of clients including Australia’s Future Fund) – have acquired strategic stakes in key infrastructure, including Belgian grid operator Elia Group.

Local infrastructure funds and public authorities are also actively involved in financing innovative energy and infrastructure initiatives, frequently partnering with international contractors. Notable among these are the public investment companies PMV, representing the Flemish Region, and Wallonie Entreprendre (WE), the economic development agency of the Walloon Region. Their involvement includes investments in renewable energy and mobility infrastructure, strategic partnerships in biogas production, and digital infrastructure investments. Both PMV and WE are also increasing their involvement in the defence sector. PMV has recently expanded its investment scope to include defence-related projects and has accepted a special mandate to establish a dedicated Defence Fund. WE, meanwhile, has announced a strategic investment plan of EUR2.5 billion by 2029, with EUR700 million earmarked for reindustrialisation efforts – including initiatives in the defence sector.

The scale of new energy projects in Belgium has grown considerably, with battery energy storage emerging as a particularly dynamic sector.

Belgium has been an early mover in creating a supportive regulatory framework for battery energy storage. Key measures include a specific network tariff exemption for stand-alone, transmission-connected BESS projects, a Capacity Remuneration Mechanism (CRM) offering fixed capacity-based revenues, and a relatively active ancillary services market, which is regularly opened to tenders from flexibility providers. Together, these have significantly contributed to Belgium’s recent boom in battery storage investments.

Large stand-alone BESS projects are gaining momentum, with several recently commissioned and many more in development. In the BESS space, a robust pipeline of mid- to large-scale projects is taking shape. On 26 September 2025, Energy Solutions Group (ESG) inaugurated a 70 MW BESS facility – illustrating a project size that fits well within the Belgian regulatory framework, where stand-alone utility-scale BESS installations can benefit from favourable network tariff exemptions.

Looking ahead, a growing number of stand-alone BESS projects in the 50 to 100 MW range are expected to be commissioned over the coming years.

On the renewables side, the most significant development is the Princess Elisabeth Zone (PEZ) – Belgium’s second designated offshore wind zone. Spanning approximately 285 km², the zone is expected to accommodate up to 3.5 GW of offshore wind capacity across three plots. While several local and international consortia have been established to compete in the tender process, the procedure is currently on hold and expected to be relaunched in early 2026.

Key consideration when establishing an early-stage company include the following.

• Legal form – in Belgium, the vast majority of companies take the form of either a private limited company (besloten vennootschap/société à responsabilité limitée – BV/SRL) or a public limited company (naamloze vennootschap/société anonyme – NV/SA). Since the entry into force of the new Belgian Companies and Associations Code (BCAC) in 2020, the BV/SRL has been revised significantly, providing investors and founders with more flexibility in terms of governance, contributions, distributions, and share transfer restrictions. A new feature of the BV/SRL since 2020 is the abolition of share capital. A BV/SRL has no statutory minimum capital as opposed to a NV/SA (ie, EUR61,500), it being understood that both a BV/SRL and NV/SA must be sufficiently funded upon incorporation to allow them to operate their contemplated business for a period of at least two years.
• Timing – Belgian law allows for a flexible, cost-efficient and swift incorporation of a BV/SRL and NV/SA. Newcos can be incorporated very quickly but typically take up to two weeks. The complexity of the company to be incorporated, financial plan and KYC obligation of banks (in case of an initial contribution in cash to be paid-up prior to the incorporation) may impact the timing of the incorporation.
• Residency – no nationality or residency requirement of directors is required by Belgian law. The appointment of a director residing in Belgium may, however, be considered for tax substance purposes in Belgium.
• Financing – early-stage companies often require significant capital to cover initial costs and sustain operations until they become profitable. In Belgium, there are various financing options available, including venture capital, private equity, debt funding, and government grants or incentives aimed at promoting investment in the energy and infrastructure sectors.
• In addition to the articles of association of a Belgian company, certain other key governance documents are typically prepared for early-stage companies with multiple investors. For example, a shareholders’ agreement may contain additional governance arrangements, provisions relating to the transfer of shares and exit arrangements.

Liquidity events in Belgium are predominantly structured as private sales. In line with trends globally and at the EU level, the Belgian market for initial public offerings has seen limited activity in recent years. One notable exception in the E&I sector is the IPO of Energyvision in 2025, the first Belgian IPO in four years.

Private sales in the E&I sector are typically structured as share purchase transactions, in which the selling shareholders should be mindful of the fact that representations and warranties are given in virtually all private transactions in Belgium, it being noted that warranty and indemnity insurance is becoming more prevalent in private Belgian M&A transactions.

Additionally, in early-stage ventures it is typical for shareholders to enter into a shareholders’ agreement, which usually contains specific exit mechanisms as well as share transfer restrictions, including tag and drag along rights and other customary transfer restrictions in case of liquidity events.

Contrary to other sectors, spin-offs are quite rare in Belgium in the E&I market. On the energy side, they do exist, though generally on a relatively small scale.

For example, EnergyVille – a joint initiative between VITO (a leading European independent research organisation in the field of cleantech and sustainable development) and the Catholic University of Leuven – has given rise to several start-ups specialising in energy efficiency, smart energy systems, and storage solutions.

The main drivers for considering a spin-off in the E&I sector are typically related to the energy transition towards carbon neutrality and other ESG considerations.

A spin-off that is structured as a (partial) demerger under Belgian corporate law (or similar applicable foreign legislation) is in principle treated as a liquidation for Belgian income tax purposes, which entails:

• taxation of all net latent gains and tax-exempt reserves at the corporate level; and
• recognition of a (deemed) dividend at the shareholder level (subject to Belgian withholding tax).

However, a (partial) demerger can benefit from a tax-neutral roll-over regime at both corporate and shareholder level provided that the (partial) demerger is not entered into for tax avoidance or tax evasion reasons (the “business purpose test”). Furthermore, if the (partial) demerger would be to a non-Belgian tax resident company, the roll-over regime can only be applied to the extent that (i) the partial demerger is to an EEA-company and (ii) the Belgian activities are continued in a Belgian permanent establishment of the foreign company.

The business purpose test is strictly construed by the Belgian tax administration, notably in cases where the (partial) demerger would be followed by a sale of the partially demerged company or the receiving company, in which case the tax administration could try to deny the application of the roll-over regime under the premise that, economically, the transaction amounted to a sale of the spun-off assets (which would be a taxable transaction). In practice, the Belgian tax ruling commission nevertheless accepts that the business purpose test is met in such case if the selling shareholder durably re-invests the full sales proceeds of such subsequent sale into the business of the company in the EEA.

For real estate rich companies (eg, BESS and infrastructure), a (partial) demerger can be carried out without application of real estate transfer taxes (ranging between 12% and 12.5% depending on the location) if either (i) no debts are transferred as part of the spin-off or (ii) the spin-off qualifies as a transfer of a branch of activity, allowing the recipient company to perform the business independently and on a stand-alone basis – the latter is typically not accepted in the case of passive real estate companies, but can be accepted in the case of active infrastructure companies where the management of the infrastructure is part of the spin-off.

For VAT purposes, a spin-off is not subject to Belgian VAT if the transferred assets and liabilities together constitute an undertaking or a part of an undertaking capable of carrying on an independent economic activity (a “transfer of a going concern” or TOGC). The transferee must be a VAT taxable person and must have the intention to continue the activity being spun off. In that case, the transferee is deemed to continue the VAT position of the transferor with respect to the transferred activity (eg, with respect to VAT adjustments). If the above conditions are not met, the VAT treatment should be assessed for each asset or liability being spun off.

Belgian law strictly regulates the procedures for both a spin-off (demerger) and business combination (merger) in the Belgian Companies and Associations Code (BCAC). A spin-off may be followed by a business combination in Belgium, although such operation requires careful planning if the intention is for one step to immediately follow the other. In such case, parallel preparations will need to be made and conditionality will need to be built into the documentation to ensure a seamless transition from one transaction to the other.

In a nutshell, the following key steps are required for a (de)merger in accordance with the BCAC.

• Careful identification of assets and liabilities to be transferred as part of the demerger.
• (De)merger proposal to be drafted by the board of each company involved.
• Filing and publication of the (de)merger proposal – ultimately six weeks prior to the extraordinary general meeting of shareholders resolving on the (de)merger.
• Board report of the (de)merging companies justifying and explaining the (de)merger from an economic and legal perspective.
• Audit report by the statutory auditor or certified account of the (de)merging companies on the (de)merger proposal.
• Extraordinary general meeting of shareholders to be held in front of a Belgian notary of the companies involved in the (de)merger.

The procedure for a (partial) demerger provided in the BCAC typically takes between 2–4 months to finalise. The timing for a spin-off in a domestic setting in Belgium is largely dependent on the identification of assets and liabilities to be spun off and mandatory waiting periods prescribed by Belgian law. In a cross-border setting, the demerger process typically takes additional time as formalities across jurisdictions need to be aligned.

Obtaining a tax ruling is not a legal/tax precondition to apply the tax neutral roll-over regime for income tax purposes, or the tax neutrality regime for real estate transfer taxes or VAT. Nevertheless, the appreciation of the business purpose test (income tax), the branch of activity qualification (real estate transfer tax) or the TOGC qualification (VAT) is very fact-driven. Hence, it is common practice to request for an advance tax ruling prior to implementing the spin-off to gain upfront legal certainty on the application of the respective tax-neutral regimes. The lead time for obtaining a formal tax ruling in recent practice has been between 4–7 months, depending on the complexity of the file. Typically, an informal position of the ruling commission can be obtained within approximately four months, and for public M&A transactions the timeline for obtaining a ruling can typically be expedited.

It is not uncommon for bidders to acquire a stake in a public company prior to making an offer. Generally speaking, a prospective bidder may acquire shares in the target in the period leading up to a bid. Stake-building on or off the stock exchange is, however, prohibited as from the time when the information which the bidder possesses meets the definition of inside information (ie, insider dealing) under the EU Market Abuse Regulation (MAR).

Under the MAR, a potential bidder may rely on inside information and therefore engage in insider dealing for the exclusive purpose of proceeding with the bid. A potential bidder cannot, however, rely on insider information for the purposes of stakebuilding, eg, to strengthen its position prior to launching a bid, and stakebuilding based on the decision or (assuming the inside information test is met) intention to launch a public takeover bid, does not constitute legitimate behaviour under the MAR according to the Belgian Financial Services and Markets Authority (FSMA).

Every person acquiring, directly or indirectly, securities conferring voting rights, must declare to the target and the FSMA the number and percentage of securities they hold if the same confer 5% or more (and every multiple of 5%) of the voting rights. The disclosure obligation applies both ways, that is, upwards and downwards. The Belgian Transparency Law permits the target to include additional thresholds at 1%, 2%, 3%, 4% or 7.5% in its articles of association. When disclosing such shareholding, it is not required to state the purpose of the acquisition of the stake. On the contrary, a potential bidder is obliged to keep its intentions strictly confidential until it has notified the FSMA of its intention to launch a bid. However, the FSMA may request a person who could be involved in a public takeover bid to announce whether they intend to launch a public takeover bid, if this is required for the proper functioning of the market.

Additionally, in case a person, itself or through an intermediary, made statements raising questions among the public regarding its intentions to launch a bid, the FSMA may request that person to clarify their/its intentions within a maximum of ten business days. If such person confirms their/its intentions, they/it must proceed with notifying the FSMA of such intention, in accordance with the requirements set out in Belgian takeover legislation. If such person does not confirm their/its intention to launch a bid within the time limit set by the FSMA, they/it (and their/its persons acting in concert) will have to refrain from launching a bid for a period of six months.

In accordance with Belgian public takeover regulations, a mandatory offer must be launched once one or more persons acting in concert acquire(s) a stake in excess of 30% of securities granting voting rights of a company listed on a regulated market.

Public companies in Belgium may be acquired through various means, such as public takeover offers, legal mergers, or a private sale of a shareholding not exceeding 30% of the securities granting access to voting rights – often leading to a de facto control of the listed company.

The majority of these operations are public tender offers. Legal mergers (with a non-listed company) are very rare in Belgium. The reason can be found in the requirement under Belgian law that the shareholders of the acquired company in a merger must receive shares in the acquiring company and, as the case may be, a cash payment that may not exceed one tenth of the nominal or fractional value of the shares issued. In other words, the shareholders of the acquired company cannot be entirely compensated in cash, which would prevent them from becoming a shareholder of the acquiring company. As such, the mandatory compensation in shares in the acquiring company will typically be irreconcilable with the candidate-acquirer’s intention to acquire full control of the listed company.

A considerable majority of public takeover acquisitions in Belgium are structured as cash transactions. Both in case of a voluntary bid and a mandatory bid, the offer consideration may consist of either cash or securities (exchange offer) or a combination of both. In case of an exchange offer within the framework of a mandatory bid or a voluntary bid by a controlling shareholder, a cash alternative may have to be provided by the bidder under certain conditions.

In principle the bidder is free to determine the offer price in case of a voluntary bid, as long as it is set at such a level that reasonably allows the bid to succeed. If, however, a voluntary bid is launched by a controlling shareholder, the price will have to be supported by an independent valuation report. In mandatory bids, the offer price must at least be equal to or exceed:

• the highest price paid by the bidder or a person acting in concert in the course of a 12-month period prior to the announcement of the bid; and
• the weighted average price on the most liquid market in the course of a 30-day period prior to the date on which the obligation to issue a bid has arisen.

Belgian takeover law further prohibits differentiation in price within the context of a voluntary bid. If the bid relates to different categories of securities, the prices offered for these securities may, however, be differentiated, provided they are based on the intrinsic characteristics of the respective securities.

Finally, as mentioned previously (see 4.3 Transaction Structures) cash is to some extent permissible within the context of a legal merger.

Voluntary bids may be made subject to the satisfaction of pre-conditions, which must be compliant with all offer rules and must be of such a nature that the bid can reasonably be expected to succeed. Pre-conditions to a voluntary bid will be subject to approval by the FSMA and must be specific and objective, to avoid their satisfaction being dependent solely on the bidder’s discretion. Mandatory bids must, however, be unconditional, albeit that they may be made subject to merger control clearance.

Minimum levels of acceptance, material adverse change or effect, competition clearance and regulatory approval conditions are often used in voluntary bids.

In Belgium, most takeover offers are recommended given the historical presence of large reference shareholders in Belgian listed companies. Therefore, a bidder and a target company often enter into offer-related arrangements prior to a bid. Such agreements may contain the following:

• in case of a friendly bid, the board of the target company may grant a potential bidder access to (non-public) information;
• process letters whereby the target board and the bidder agree on the manner in which due diligence may be carried out in respect of the target;
• supporting and recommending the offer;
• confidentiality agreements;
• standstill commitment by the target board to refrain from taking any action affecting the securities of the target; or
• non-solicitation clauses.

All of the above is subject to the restrictions imposed by MAR and in particular the prohibition on disclosure of inside information, market manipulation and insider dealing. These restrictions limit the information that can be provided by the target company.

Public companies usually do not grant (extensive) representations and warranties.

As set out in 4.5 Common Conditions for a Takeover Offer/Tender Offer, minimum acceptance conditions are permitted by the FSMA and are common in voluntary public tender offers. These conditions will be tested against the requirement that they may not impede the reasonable likelihood of success of the takeover offer. In practice, the level is typically set between 75% and 90%, but in certain cases the FSMA has accepted a 95% threshold.

Following the closing of the acceptance period within an offer, the bid may be reopened to squeeze out minority shareholders if certain thresholds are met. As an extension of a takeover bid, the bidder who holds 95% of the securities with voting rights and 95% of the capital with voting rights may squeeze out the remaining shareholders at the bid price on the condition, in case of a voluntary bid, that the bidder has acquired through acceptance of the bid at least 90% of the capital with voting rights covered by the bid.

If these squeeze-out conditions are met, the bid will be reopened at the same price for at least 15 business days, commencing within three months following the expiry of the original acceptance period of the bid. The securities that are not tendered to the bidder at the expiry of the reopened bid are deemed automatically acquired by the bidder.

Apart from the squeeze-out mechanism, a public takeover bid must be reopened if the bidder:

• holds 90% or more of the voting securities of the target following the acceptance period (together with its affiliates);
• requests the delisting of the target within a period of three months from the end of the acceptance period; and
• has committed to acquiring securities in the target against a higher price than offered during the bid, before the end of the bid period.

In a cash offer, all funds necessary to settle the price must be deposited with, or be covered by, an irrevocable and unconditional credit facility from a credit institution established in Belgium (that is, a Belgian or foreign credit institution licensed in Belgium). The funds must be blocked and may be used exclusively for the payment of the securities acquired under the bid.

In an exchange offer, the bidder must either already own the securities to be delivered as consideration or have the authority to issue or acquire the same in sufficient number. If the bidder is not the issuer and has no right to acquire the securities, it must be in a position, in fact or by law, to procure that the relevant entity issues the securities.

Evidence of compliance with this condition must be provided to the FSMA.

Under Belgian law, a target and bidder may agree on break fees, provided that such arrangement meets the corporate interest test at the level of the target. This and other considerations have led legal scholars to contest the validity of break fees, but there can be circumstances in which a break fee may be justified – for example, if the takeover is of major strategic importance or the target is in financial difficulties. Reverse break fees, whereby the potential bidder agrees to pay a break fee in case the bid is not successful, have also made their appearance in Belgian public M&A.

The board of the target could further validly grant exclusivity to a bidder within the framework of a voluntary bid. The target board should, however, take care to always act in the corporate interest of the target, which means that it must objectively assess and render an opinion on potential competing bids by (non-preferred) bidders.

In case a bidder is unable to obtain 100% of the ownership of a target company, a bidder may nevertheless enjoy several governance rights:

• if the bidder holds more than 50% of the voting rights, the bidder is deemed to control the company alone, as it may pass shareholders’ resolutions unless an enhanced majority is required by the BCAC; or
• if the bidder holds more than 75% of the voting rights, it may amend the target’s articles of association – eg, capital increases, or proceeding with a legal merger (at this point, the control of the target is more or less absolute).

To support a preferred bidder, reference shareholders can enter into irrevocable undertakings to tender their shares into the preferred bid. Although Belgian law is unclear on the binding nature and validity of such undertakings, they are common practice. It should be noted, however, that “hard” irrevocable undertakings – ie, irrevocable undertakings that cannot be revoked in the case of a higher competing bid – are considered to constitute an action in concert between the relevant shareholder and the bidder by the FSMA.

The statutory timeline for a takeover bid in Belgium, excluding potential reopening of the acceptance period and squeeze-out periods, can be summarised as set out below. It should be noted that the timeline does not reflect practical considerations such as the fact that the takeover file, including the prospectus, is rarely considered complete on Day 1 (which is the timeline assumption) or that there is regularly a considerable amount of time that elapses between initial announcement of the potential offer and the actual launch.

• Day 1 – notification by the bidder to the FSMA of its intention to make a bid, together with a draft prospectus and promotional material.
• Day 2 – publication by the FSMA of the bidder’s notification ultimately within one business day (BD) of receipt. The FSMA shall notify the target board and market authority and share the draft prospectus with the target board.
• Day 7 – within five BDs of receipt of the draft prospectus, the target’s board submits its comments on the information in the prospectus, especially regarding any lack or misleading nature of information.
• Day 11 – approval and publication of the prospectus within ten BDs of receipt by the FSMA of complete information. Since bidders seldom file a complete prospectus with the FSMA, a new period of ten BDs will commence each time a bidder files a new prospectus. When reviewing the prospectus, the FSMA verifies in particular:
1. whether or not the bid relates to all voting securities of the target;
2. the certainty of funds (see 4.9 Requirement to Have Certain Funds/Financing to Launch a Takeover Offer);
3. whether or not the conditions of the bid comply with Belgian takeover law and if the conditions, particularly regarding price, reasonably enable the bid to be successful; and
4. whether or not the bidder undertakes to commit to see the bid through to the end.

• Day 16 – within five BDs from the prospectus notification by the FSMA to the target board, the target board submits its response memorandum to the FSMA.
• Day 21 – approval of the response memorandum by the FSMA within five BDs of receipt of all information. Following approval, the response memorandum is published. The target board’s response memorandum contains at least the following information:
1. comments on the prospectus;
2. a reasoned opinion on the prospectus; and
3. an overview of the transfer restrictions included in the articles of association of the target.

• Day 16/66 – acceptance period of the bid commences, at the earliest, five BDs after the approval of the prospectus or, if earlier, after the approval of the response memorandum. The bid must remain open for at least 2–10 weeks.
• Day 31/71 – bid results and fulfilment or waiver of conditions are announced within five BDs following closing of the acceptance period.
• Day 41/81 – payments under the bid are effected within ten BDs following publication of bid results.

In case of a counter-offer, the acceptance period of the original offer will be extended to coincide with the final date of the acceptance period of the counter-offer. A counter-offer can be launched until two BDs prior to the expiration of the acceptance period.

Under Belgian law, the acceptance period of a takeover bid lasts at least two weeks and at most ten weeks. If an offer is made subject to regulatory or antitrust approvals, it cannot be completed before such approvals are obtained. If such conditions are included, the FSMA commonly requests bidders to include a long stop date in the prospectus.

In the past, the FSMA agreed that the acceptance period for a bid could only commence once it was sufficiently certain all competent supervisory authorities would have made their decision on whether to grant the required approval by the end of the acceptance period at the latest. Bidders have also published their intention to launch a bid but did not proceed with the actual launching of the bid in the event that not all conditions were met – eg, prior competition clearance (in another jurisdiction). In any case, it is not uncommon for bidders to subject the actual launching of a bid to regulatory approval, such as competition and foreign direct investment (FDI) clearance.

Privately held companies active in the E&I market are typically acquired by means of a transfer of all (or part) of the shares in the target company. It is not uncommon in such cases that the founding shareholders or key personnel re-invest (in the purchaser) within the framework of such sale. Alternatively, companies may also be acquired by means of a merger. For key considerations, refer to 2.2 Liquidity Events and 3. Spin-Offs.

In the energy sector, large-scale production assets are subject to a specific production permit, and large-scale BESS to a storage permit, both to be awarded by the Energy Minister. Supply activities are subject to a gas supply or electricity supply licence, depending on the applicable region and the quantities/voltage level, this is awarded by the regional regulators (CWAPE, VNR, and Brugel) or by federal energy regulator CREG. Timelines to obtain these vary from region to region and from permit to permit.

The primary securities market regulator for public M&A transactions in Belgium is the Financial Services and Markets Authority (FSMA).

In 2023, Belgium implemented its FDI screening mechanism, as set out in the Cooperation Agreement (CA) of 30 November 2022. This mechanism is designed to assess transactions involving non-EU investors and Belgian entities operating in specific sectors listed in the CA.

Under the CA, any investment by a foreign investor that results in the direct or indirect acquisition of 10% or 25% or more of the voting rights in a Belgian entity active in a listed sector must be notified to the Belgian Interfederal Screening Committee (ISC). Notably, the presence of a Belgian subsidiary alone can trigger a filing obligation. The CA also explicitly includes internal group reorganisations within its scope, meaning that such transactions must be notified if the other conditions are met.

The ISC reviews transactions to evaluate potential risks to national security, public order, and the strategic interests of Belgium’s federal entities. During this review, the parties are prohibited from closing the transaction until the ISC grants approval. As a result, M&A documentation should include provisions (eg, a condition precedent) on ISC approval, along with clauses addressing information sharing and liability in case the ISC requests additional information.

In a nutshell, the ISC’s review process consists of two phases.

• Initial Review Phase (30 days) – the ISC members examine the documentation submitted by the purchaser.
• Screening Phase – this may be initiated if, during the initial review, at least one ISC member identifies indicators that the transaction could affect public order, national security, or strategic interests. The National Security Council may also request a screening.

The ISC may, at the end of the review and/or screening phase, take one of the following decisions.

• Authorisation – the contemplated transaction is admissible without condition.
• Conditional authorisation – the contemplated transaction is admissible, provided that the investor agrees to implement corrective measures (eg, security protocol, governance changes, and restrictions on access to sensitive data).
• Prohibition – the contemplated transaction is inadmissible due to non-remediable risks to national security, public order, or strategic interests.

If the proposed transaction is completed without receiving approval, or in defiance of a prohibition issued by the ISC, the investor may be subject to an administrative fine of up to 30% of the Belgian portion of the transaction. Additionally, legal action may be taken to prevent the transaction from proceeding or to reverse it after completion.

See 5.3 Restrictions on Foreign Investments regarding foreign investment screening.

Belgium has implemented the EU Dual-use Regulation (821/2021) which subjects the export of dual-use items listed in Annex I of the EU Dual-use Regulation to an authorisation requirement. Further, military items and other equipment suitable for military use are subject to national export controls.

Any concentration transaction of a certain scope in terms of turnover (see below) requires the prior approval of the Belgian Competition Authority (BCA) and, in certain cases, of the European Commission.

Concentrations With a Belgian Dimension

A “merger” within the meaning of the applicable Belgian legislation refers to an operation that results in a lasting change of control of an undertaking; in other words, the possibility of exercising decisive influence over its activity. This can apply to both acquisitions and joint-venture transactions.

It is only necessary to notify the BCA of mergers that meet the following turnover thresholds:

• undertakings with a total turnover in Belgium of more than EUR100 million; or
• at least two of the undertakings each generate a turnover in Belgium of at least EUR40 million.

Concentrations With a European Dimension

Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings defines under which conditions a merger is said to have a European dimension. There are two options.

• Option 1:
1. a combined worldwide turnover of the undertakings concerned of more than EUR5,000 million; or
2. a turnover of more than EUR250 million within the European Union for at least two of the undertakings concerned.

• Option 2:
1. a combined worldwide turnover of the undertakings concerned of more than EUR2.5 billion;
2. a combined turnover of the undertakings concerned of more than EUR100 million in at least three member states;
3. a turnover of more than EUR25 million for at least two of the undertakings concerned in each of the three member states referred to in b) above; or
4. a turnover of more than EUR100 million within the European Union for at least two of the undertakings concerned.

Nevertheless, mergers reaching these thresholds do not have to be declared to the European Commission if each of the undertakings concerned generates more than two thirds of its total European Union turnover within a single member state.

Mergers subject to investigation by the European Commission do not require to be investigated by the BCA. However, under certain conditions, the Commission may refer a merger that had been submitted to it to the BCA. One of these conditions is the fact that the merger could appreciably affect competition within the Belgian market.

Acquirers must primarily consider the labour law protections around employee consultation and information rights. The main requirements oblige employers to inform and consult the works council (or, in its absence, the trade union delegation or, in its absence, the health and safety committee). Where no such bodies are in place, obligations may still exist vis-à-vis the employees directly, but they are then limited to mere information.

The works council must be informed in advance of the contemplated transaction and consulted on its potential impact on employment, organisation, working conditions, and related measures. While the works council’s advice is not binding on the board, failure to properly inform and consult may lead to delays, reputational issues, social dialogue harm and, in some cases, criminal sanctions. The opinion rendered is recorded in the council’s minutes and is disclosed to the company’s decision-making bodies before final decisions are taken, but the board ultimately retains discretion to proceed.

In addition, acquirers must also be mindful that Belgian TUPE-style (Transfer of Undertakings (Protection of Employment)) rules apply in the case of business transfers, meaning employees automatically transfer to the acquirer with their existing rights and obligations. This automatic transfer covers both individual and collective rights, and applies regardless of whether the parties contractually agree otherwise. For acquirers, this means employee-related liabilities and ongoing obligations must be carefully assessed during due diligence, and reflected in the transaction documents. Transitional measures such as harmonisation of working conditions are only possible within the limits set by law and require careful planning to avoid litigation or labour unrest. Particular attention should also be paid to pension and insured benefit schemes, which may entail significant hidden liabilities and are subject to a different and specific transfer regime under TUPE.

There is neither a currency control regulation nor requirement for approval by the Belgian National Bank for M&A transactions in Belgium.

The introduction of a mandatory FDI screening mechanism in 2023 has significantly impacted the E&I M&A practice in Belgium. M&A deals in specifically identified sectors where a foreign (non-EU) investor acquires ownership rights above a certain threshold in a Belgian entity must now be notified to and undergo the scrutiny of the Belgian authorities.

Belgium has adapted its energy policies to a maturing renewables market, where many projects no longer require subsidies. While climate goals remain aligned with EU targets (55% emissions reduction by 2030, and climate neutrality by 2050), recent energy crises have shifted focus toward energy security and industrial competitiveness. This pragmatic approach includes reviving nuclear energy, phasing out fossil fuel subsidies, and using fiscal tools to promote low-carbon solutions like heat pumps and renovations.

Notable regional developments include the following.

• Flanders – adopted a legal framework for CO₂ pipeline transport and leads in sustainable heating regulation.
• Wallonia – aims to lead in carbon capture, utilisation, and storage technologies, for which it already laid down the regulatory framework.
• Brussels – focuses on EV charging infrastructure and binding energy performance targets via the Energy Performance of Buildings system, with strong – but not mandatory – support for renewable heating.

Notable governmental incentive schemes to promote investments in renewable energy include the following.

• Federal – offshore wind in the Princess Elisabeth Zone is supported via two-sided CfDs, ensuring price stability for developers and consumers.
• Flanders – maintains a Green Certificate (GSC) system, although this system is being gradually phased out, in favour of tenders for new projects. Additional subsidies support green heat and biomethane.
• Brussels – operates its own GSC regime and offers subsidies for ecological investments and energy communities.
• Wallonia – continues with green energy certificates at EUR65 per certificate, but is reforming toward more targeted support. Additionally, the “GREEN aid” scheme for environmental protection and energy use has recently been reformed, introducing new eligibility conditions, revised financing levels, and mandatory energy audits and accounting for investment support applications. Investment subsidies are available, with rates up to 50% for SMEs and 20–30% for large companies.

Key Developments

Several types of conventional non-renewable energy projects have been out-competed in Belgium. However, Belgium’s Capacity Remuneration Mechanism (CRM) is one of the most significant developments in the sector of conventional energy sources.

Introduced in 2021, the CRM was designed to safeguard long-term security of electricity supply during Belgium’s nuclear phase-out and growing dependence on intermittent renewable energy sources. It is a technology-neutral support mechanism that rewards capacity providers for being available during periods of peak demand or system stress.

Capacity is awarded through annual competitive auctions, starting with deliveries from 2025 onwards, and is open to all technologies – including generation, storage (such as BESS), and demand-side response. The mechanism aims to incentivise new investments and the modernisation of existing assets.

There is no obligation for a target to actively share information with an interested bidder, so if the target is unwilling to co-operate, the bidder will be limited to the information the target is legally required to make public.

Even if a target is willing to co-operate with the bidder, it would do well to carefully consider which information it shares, as any information shared with one bidder must also be shared in case a competing bidder emerges. The target board should always act in the target’s corporate interest if it decides to share certain information, and may be restricted by specific legislation; eg, the MAR’s prohibition on unlawful disclosure of inside information.

As mentioned, the possibility of carrying out due diligence is restricted by MAR and its prohibition on the disclosure of inside information and insider trading.

Further, any processing of personal data during the due diligence has to respect the General Data Protection Regulation (GDPR) (in force from 25 May 2018) and the Belgian law of 30 July 2018 relating to the protection of natural persons with regard to the processing of personal data.

Personal data may only be shared where a valid legal basis applies. In the context of a due diligence exercise, the seller and the buyer may usually rely on the legal basis of safeguarding their legitimate interests (ie, where the exchange of information is necessary for evaluating and completing the sale of a business or shares and this interest is not overridden by the fundamental rights and freedoms of the persons concerned). Where processing is justified on this ground, it is good practice to carry out and document a legitimate interest assessment to demonstrate compliance. In this context, parties will also need to consider which personal data is actually necessary to be disclosed in the context of due diligence (and limit disclosures to only such necessary personal data) and, where appropriate, work in multiple phases of disclosure (providing additional details as the due diligence evolves and the pool of interested buyers – especially in an action process – becomes smaller). Where due diligence is possible on the basis of anonymised or pseudonymised data, this should be the preferred option.

Certain categories of personal data, such as health data, data on racial or ethnic origin, and trade union affiliation (Article 9 of the GDPR), or data regarding criminal offences or convictions (Article 10 of the GDPR) require a specific legal basis. In general, the lawful grounds for handling this type of data do not extend to M&A transactions. As a result, such data should not be circulated during the transaction unless they have been anonymised to the point that no data subject is still identifiable.

In addition to determining a legal basis, the seller and the buyer must comply with the general principles that apply to any processing of personal data and must also include the personal data processing as part of due diligence in their data processing record (Article 30 of the GDPR) and enter into data processing agreements (Article 28 of the GDPR) with data processors – such as data room providers – where appropriate.

Finally, specific requirements apply for transfers of personal data abroad (outside the EEA). This means that additional safeguards (eg, standard contractual clauses) may need to be implemented when sharing personal data with a buyer (or its advisers) located outside the EEA.

A voluntary public takeover bid must be announced by the FSMA on the business day following receipt of a notification of the bidder’s intention to launch a bid. Subject to the “put up or shut up” rule (see 4.1 Stakebuilding), there is no compulsory date for notification of an intention to issue a bid.

In case of a mandatory bid, the timeline for announcement of the bid is stricter. When a bidder crosses the mandatory takeover threshold (see 4.2 Mandatory Offer), triggering a mandatory takeover obligation, it must notify the FSMA within two business days, and the bid must be announced within three business days.

In accordance with the Belgian takeover law, any public takeover bid, regardless of a cash or exchange offer, requires the prior publication of a prospectus. In case of an exchange offer whereby the bidder issues shares to target shareholders, the EU Prospectus Regulation applies, potentially triggering the obligation to also publish a prospectus because securities are offered to the public or may be admitted to trading on a regulated market. The EU Prospectus Regulation provides, however, an exemption for offers of securities to the public or admission to trading on a regulated market within the context of an exchange offer or business combination, provided that an exemption document is made available, containing information describing the transaction and its impact on the issuer.

In respect of exchange offers, Belgian law does not require the shares offered as consideration to be listed on a specific market. However, in case of an exchange offer launched by a reference shareholder or a mandatory bid, the bidder must provide an alternative cash payment in case the offered shares are not liquid securities admitted to trading on a regulated market. Additionally, it should be noted that in case of a voluntary bid, the bidder remains free to determine the price of the bid, provided that such offer price is set at a level that reasonably allows the bid to succeed. Should the FSMA be of the opinion that the offered shares in an exchange bid do not reasonably allow the bid to succeed, it may refuse the publication of the prospectus and therefore block the bid.

While pro forma financial information is not a standard requirement in public takeover transactions, specific transaction circumstances may require pro forma financial information to be prepared to allow target shareholders to properly assess the terms of the offer. In accordance with the exemption provided in the EU Prospectus Regulation and Delegated Regulation 2021/528, an exemption document must be published to invoke the exemption to launch a prospectus when offering new shares to the public within the framework of a public takeover bid taking the form of an exchange offer. The Delegated Regulation lists the minimum information which must be published in the aforementioned exemption document, which includes pro forma financial information. The pro forma financial information must be prepared in a manner which is consistent with the accounting principles applied by the issuer in its most recent or next financial statements.

The prospectus must be filed with the FSMA for review and approval (see 4.13 Securities Regulator’s or Stock Exchange Process). The minimum content of the prospectus for a public takeover is laid down in the Belgian takeover decree. During the offer period, the FSMA may request the parties to the bid to submit any agreements which may have a material impact on the evaluation of the bid, its process or its conclusion. The FSMA may also request the parties to publicly disclose specific clauses of such agreements. The target must also immediately inform the bidder and the FSMA of any decision to issue voting securities and of any decision which intends to or may frustrate the bid (except searching for alternative bidders).

Directors of Belgian companies have a duty of loyalty towards the company and must always act in the interests of the company they manage. Belgian legislation, however, remains silent on the notion of “interests of the company”. The Belgian Supreme Court has judged this to mean the joint interest of a company’s current and future shareholders. This judgment went somewhat against a recent evolution to broaden the scope of “corporate interest” to include other stakeholders, such as creditors and employees, as well. Considering this, the joint interest of the shareholders will be the decisive factor to determine whether a decision has been made in the company’s interest, but decisions going clearly against the interest of the employees or creditors of the company may nonetheless give rise to potential liability, if not through the corporate interest test, then through tortious liability.

In accordance with the BCAC, publicly listed companies must in principle apply a specific procedure in respect of decisions or operations with related parties (as defined in the International Accounting Standards), excluding subsidiaries (subject to exceptions).

Such procedure must also be applied in case the board proposes a contribution in kind by an affiliate of the listed company, a merger or demerger proposal with an affiliate, a transfer of universality in an affiliate or a transfer of significant assets (ie, relating to at least 75% of the listed company’s assets). The BCAC does provide for several exemptions, eg, transactions at arm’s length or with limited value.

In accordance with this procedure, the decision or transaction must first be submitted to a committee consisting of three independent directors who may appoint one or more independent experts to provide advice on the matter. This committee shall issue comprehensive and reasoned advice on the decision to be taken by the board, including a description of the nature of the decision or transaction, the financial impact and the advantages and disadvantages of the company in respect of the decision or transaction.

Once the advice has been issued, the board may resolve on the matter. The minutes of the meeting of the board must confirm compliance with the procedure and justify, as the case may be, why the board has opted to deviate from the advice of the special committee. The statutory auditor verifies if the financial and accounting data mentioned in the board minutes and committee’s advice contain no material inconsistencies compared to the information available to him/her. All decisions taken in application of the aforementioned procedure are made publicly available ultimately when the decision is taken or the transaction is entered into and the annual report refers to all such publications.

In accordance with Belgian public takeover legislation, the target board is required to form an opinion on the bid which it must publish in its response memorandum to the bid. If there is no unanimity within the board, dissenting opinions must be included in the response memorandum. Since reference shareholders are a common feature of Belgian-listed companies and these reference shareholders are typically well represented on the target board, securing target board support is key in increasing the likelihood of a successful public takeover. While the role of the board of the target may be limited to a response memorandum from a takeover legislation perspective, in practice (especially in supported bids) the board will closely co-operate with the bidder; eg, share information with the bidder, and communicate towards the target’s shareholders.

Shareholder activism and challenges to the board’s decision to support a takeover bid are rather rare in Belgium, although not unheard of. If shareholders do challenge a public takeover transaction, the arguments typically revolve around the price offered and whether or not this is in line with (perceived) value of the target company.

To enable the board to make informed decisions on business combinations, it is common for the board to obtain advice from financial, legal and other experts during M&A transactions (see also 9.2 Special or Ad Hoc Committees, in the case of related party transactions).

As a rule, fairness opinions are not legally required, although in public takeover offers, the target board will typically obtain advice from independent experts to support their recommendation of the offer and to properly demonstrate that the recommendation is in the company’s interest and that the board has acted in accordance with its fiduciary duties. As an exception to this rule, the bidder must engage an independent financial expert to obtain a fairness opinion, which must be included in the prospectus, in the event of a voluntary takeover bid by a controlling shareholder.