News item | 23-12-2022 | 15:34
The Council of Ministers has approved the Security Test for Investments, Mergers and Acquisitions (Vifo) Decree. In the decree, the cabinet has worked out the technical details of the Vifo Act, such as the provision of information and retention periods for data. With the law, Minister Adriaansens of Economic Affairs and Climate Policy and Minister Yeşilgöz-Zegerius of Justice and Security introduce a safety test for investments, mergers and acquisitions that may pose a risk to national security.
The safety test applies to three types of companies and organizations in the Netherlands: vital providers, companies with sensitive technology and administrators of company campuses. Investments, mergers and acquisitions in these types of companies can in some cases lead to risks to national security.
Vital providers
Vital providers are companies that carry out vital processes, such as payment transactions, drinking water supplies and data traffic. These providers are so important to Dutch society that failure or disruption can lead to major social disruption.
Sensitive technology
In addition to this technology, companies with sensitive technology often also have certain knowledge or information about this technology that can have consequences for national security if it falls into the wrong hands. For example, a malicious party could gain control of such a Dutch company through an investment, and that knowledge could then pose a risk to national security. The companies and knowledge involved are described in the General Administrative Order Application Range of Sensitive Technology (AMvB).
Corporate campus administrators
A business campus is an area where various companies, knowledge institutions and governments work together on technologies and applications that are of economic and strategic importance. To assess whether (the manager of) a business campus falls under the Vifo Act, the government has drawn up an analysis framework and risk matrix. They help campus administrators determine whether they need to report a change of control.
Entry into force of the Vifo Act
After the Vifo Act enters into force, vital providers, companies with sensitive technology and campus managers must report investments, mergers and acquisitions to the Investment Review Office (BTI) of the Ministry of Economic Affairs and Climate. The BTI then assesses whether a risk to national security arises. If there appear to be risks, the government can attach conditions to the investment, merger or acquisition and, in extreme cases, it can be prohibited.
The Cabinet is sending the decision on the Safety Assessment of Investments, Mergers and Acquisitions together with the Order in Council Application Scope to the Council of State for advice. The content of the Vifo decision will then be made public.