Under the Zft, transactions involving a healthcare provider that typically delivers care with fifty or more individuals must be reported to the Dutch Healthcare Authority (Nederlandse Zorgautoriteit, NZa), and the transaction may only be completed after approval has been obtained. The proposal specifies the previously announced changes (see our earlier news update) and additionally grants the NZa the power to revoke approval and/or impose fines in cases where incorrect information has been provided. The consultation is open until September 21, 2025, and the bill is expected to be submitted to Parliament in Q1 2026.
Intensifying the scrutiny under the Zft aims to strengthen the assessment of mergers and acquisitions in the healthcare sector and safeguard the continuity of care, the quality of care, and the legality of care. Since January 1, 2025, the quality of care is part of the Zft albeit only to a limited extent, i.e. only when the Health and Youth Care Inspectorate (Inspectie Gezondheidszorg en Jeugd, IGJ) is investigating a healthcare provider (see our earlier news update). The goal of the proposed legislation is to give the NZa more room to assess proposed healthcare mergers on substantive grounds. This enables the NZa to prevent mergers that could jeopardize the continuity of care or pose significant risks to the legality or quality of care.
Current Zft regime
The Zft currently functions mainly as a procedural test to determine whether healthcare providers have carefully followed the process leading to a merger and involved all relevant stakeholders (clients, personnel and other stakeholders). There are two substantive components to the Zft: (i) an assessment of the impact on the continuity of crucial care (i.e., ambulance services, emergency care, acute obstetrics, mental health crisis care, and long-term care), and (ii) since January 1, 2025, an assessment of whether an ongoing IGJ investigation provides grounds to withhold approval.
Proposed expansions to the Zft and NZa’s assessment powers
- Expansion of the assessment of the continuity of healthcare
The Zft currently only focuses on crucial care. The proposal expands this to all forms of care under the Health Insurance Act (Zvw), the Long-Term Care Act (Wlz), and forensic care. This includes maternity care, curative mental health care (beyond crisis care), general practitioner care, specialist medical care, dental care, paramedical care, district nursing, short-term residential care, geriatric rehabilitation, and forensic care. The NZa may request opinions from insurers, healthcare offices, or the Custodial Institutions Agency (Dienst Justitiële Instellingen) regarding the continuity of care.
- Introduction of the assessment of the legality of care
The assessment of the legality of care shall relate to risks of unlawful practices in billing, financial management, or annual reporting. The NZa will consider any ongoing measures it has imposed on the healthcare provider(s) involved.
- Expansion of the assessment of the quality of care
The NZa shall be able to withhold her approval for a concentration based on the quality of care and impact for patients. Quality of care refers to the provision of good care (Article 2 of the Healthcare Quality, Complaints and Disputes Act, Wkkgz) and the organization of the care (Article 3 Wkkgz). The NZa can request IGJ’s opinion in four situations: (i) if there are ongoing IGJ measures related to the quality of care or the organization of care, (ii) if the merger must also be notified to the Netherlands Authority for Consumers and Markets (ACM), (iii) if the NZa sees risks to continuity of care or has imposed measures due to the legality of care, or (iv) if the NZa receives relevant and meaningful signals about potential quality issues. IGJ’s opinion is advisory; the NZa must make its own assessment.
Possible outcomes of Zft
The NZa must withhold its approval if the concentration threatens the continuity of care or poses significant risks to the legality or quality of care. However, the NZa cannot withhold approval on those grounds if the merger improves the legality or quality of care. The continuity of care always takes precedence: even if risks to the legality of quality of care are significant, the NZa must approve a concentration if withholding its approval would endanger the continuity of care. The identified risks also do not justify withholding approval, if the proposed concentration actually offers a solution to the problems.
New instruments for incorrect information
In addition to expanding the Zft, the NZa shall also gain new powers for a situation in which parties submit incorrect information in the concentration impact report (part of the NZa’s notification form). Currently, the NZa cannot revoke approval or impose fines if decisions were based on incorrect data. The proposal introduces the ability to revoke decisions and impose fines up to €500,000 or 1% of the provider’s Dutch revenue, whichever is higher.
