[Last updated: 1 January 2025, unless otherwise noted]

Over the course of recent years, the Netherlands has enjoyed an active public M&A landscape which has attracted international attention. This is because the Netherlands is considered a favorable venue for international companies due to its corporate legal system. Consequently, there are many large non-Dutch companies operating internationally that are either headed by a Dutch entity listed on Euronext Amsterdam or have chosen the Netherlands for their international headquarters, e.g., MYT Netherlands Parent, CNH Industrial, Stellantis, LyondellBasell, Ferrari and the Airbus Group. The reasons for choosing a Dutch parent company or the Netherlands as the HQ location differ but the following factors are considered key: the Netherlands' favorable tax regime, its efficient infrastructure (with Schiphol Airport as a global hub), an excellent professional services sector (including industry), high-levels of education, its reliable and neutral judicial system. All companies – including those with Dutch origins – listed on Euronext Amsterdam boast a highly international shareholder base. In general, a large majority of the shareholders of Dutch listed companies are located outside of the Netherlands.

Whether an international group is headed by a Dutch or foreign legal entity which has its listing in the Netherlands, the Dutch public offer rules will apply. The entire process of a (potential) public offer is subject to Dutch law. Even if the players are non-Dutch, their conduct during a public offer will be driven by Dutch law. Recent events indicate that, in such situations, Dutch corporate law attracts international attention from the investment community as well as from the media. This is particularly the case with respect to some specific Dutch legal features such as the anti-takeover foundations (an independent special purpose entity under Dutch law), which can hamper hostile offers. Examples include PPG’s interference with AkzoNobel and the takeover attempt by Kraft Heinz to acquire Unilever.

The following sections set out various aspects of a public offer and other methods of acquisitions for securities, e.g., shares and bonds, admitted to trading on a regulated market in the Netherlands.