Outline of proposed amendments to the healthcare-specific merger test

The proposed amendments to the HSMT are intended to scrutinize mergers and acquisitions in the healthcare sector more closely in order to ensure the continuity, quality, and legality of healthcare. Minister Agema aims to submit a draft bill to the House of Representatives in the second half of 2025. Below is an overview of the most important proposed amendments as set out in the letter to the House of Representatives:

  • Expansion of the Assessment of the Continuity of Healthcare
    Under the current HSMT, the assessment of the continuity of healthcare is limited to critical care, such as ambulance services and emergency care. Minister Agema proposes to expand this assessment to all forms of care within the Healthcare Insurance Act (Zvw) and the Long-Term Care Act (Wlz). This means that the NZa would also assess the impact on the continuity of non-critical care and, if necessary, block a concentration. The Minister has also asked health insurers if they could play a role in this regard.
  • Introduction of Assessment of the Legality of Care
    A proposed addition to the HSMT is the assessment of the legality of care. The NZa will have the authority to block a concentration if there is an ongoing measure by the NZa due to unlawful business operations by one of the involved care providers. According to the Minister, this should ensure that care providers have their business operations in order before entering into a merger or acquisition.
  • Introduction of Assessment of the Quality of Care
    Another proposed change involves an assessment of the quality of care. The Health and Youth Care Inspectorate (Inspectie Gezondheidszorg en Jeugd, IGJ) will provide the NZa with an opinion on 'significant concentrations', especially if there are ongoing measures imposed by the IGJ or the NZa, if a concentration must also be reported to the Netherlands Authority for Consumers and Markets (Autoriteit Consument en Markt) due to its size, or if there is relevant and significant negative media or political attention for the concentration. Based on this information, the NZa can decide to refuse or suspend a proposed concentration.

The proposed changes to the HSMT entail a significant expansion of the NZa's scope of review. Under the current regime, the NZa has only withheld its approval two times. In both cases, the concentration concerned the acquisition of a GP practice by the GP practice chain Co-Med, but the NZa was not convinced that Co-Med could guarantee that the proposed transaction would provide sufficient general practitioner care for the patients of both practices (see press release). The underlying decisions already clearly show that continuity of care was insufficiently guaranteed in the eyes of the NZa, but formally approval was withheld because Co-Med's impact assessment was insufficiently substantiated.

Recent changes to the care-specific merger test 

On January 1, 2025, a legislative amendment was also implemented following an amendment by Member of Parliament Bushoff. This legislative amendment (included in Article 49, paragraph 2, sub e of the Healthcare Market Regulation Act (Wet marktordening gezondheidszorg) obliges the NZa to withhold its approval if "the Health and Youth Care Inspectorate is investigating the quality of care because that care seriously detracts from the provision of good care as referred to in Article 2 of the Quality, Complaints, and Disputes Care Act." In her letter to the House of Representatives, the Minister notes that implementation in accordance with the literal text could result in the NZa being unable to approve almost any healthcare merger. To prevent this from happening, a classification of IGJ investigations will be made to act proportionately. The NZa will elaborate on this in a new policy rule. The proposed bill will also amend the law on this point to ensure that the legal text aligns with its implementation in practice.

Earlier this year, the NZa announced on its website that it would amend its notification form and its policy (as included in the explanatory notes to the notification form) in several ways:

  • it will be easier to indicate that nothing changes in the care provided to clients and in the supporting processes.
  • less financial documentation is required for a concentration between two financially healthy organizations.
  • there is one exception to the main rule of informing the staff of the involved organizations: if no works council has been established and the concentration only affects a specific part of the staff, only that specific part of the staff needs to be involved. Previously, the NZa insisted that the staff of the entire group had to be informed in such a situation.