On 9 June 2026, the Dutch Authority for Consumers and Markets (ACM) prohibited the acquisition of part of Delta Fiber Nederland’s (“Delta“) fibre-optic networks by Glaspoort, a joint venture between telecoms incumbent KPN and pension fund APG.
The decision, albeit not yet published in full, is one of the more significant merger prohibitions in recent years and sends a clear signal that the ACM will not tolerate consolidation that risks permanently reducing infrastructure-based competition in the Netherlands.
The transaction in brief
Delta is the largest independent fibre-optic operator in the country and currently reaches around one in five Dutch households. The acquisition concerned part of Delta’s fibre-optic network in certain municipalities in the Netherlands, covering a total of approximately 200,000 households.
Important context to the transaction is the fact that Delta is currently independent from KPN. Meanwhile, KPN’s biggest competitor of telecom infrastructure networks (VodafoneZiggo, using coax) does not allow telco companies to use its infrastructure, whereas KPN does allow wholesale access to its network. KPN is, in the meantime, striving to phase out its copper network and replace it with a fibre-optic network. This could lead to a situation where only one wholesale network provider remains — KPN.
From three to two competing networks
This potential consequence was exactly ACM’s core concern in this transaction. Furthermore, telecom providers without their own fixed telecommunications network would have no choice at all after the takeover — they would become entirely dependent on KPN’s network, because VodafoneZiggo does not offer wholesale access to other telecom providers.
Historically, households in the Netherlands have only been able to choose between the networks of KPN and VodafoneZiggo. Since 2021, independent operators have rolled out their own fibre-optic networks across the country, introducing a meaningful third competitive force. The ACM’s concern is that if independent fibre-optic networks disappear through acquisitions by KPN, this competitive dynamic will be permanently lost — no new network providers are expected to enter the market in places where a fibre-optic network from KPN is already in place.
Strengthening an already dominant position
Beyond the local impact in the relevant municipalities, the ACM also identified a national dimension: Delta is a major competitor to KPN at national level. With the partial disappearance of Delta as an independent network owner, competition between network providers would also decrease at national level. KPN already owns by far the majority of fibre-optic networks in the Netherlands, and by acquiring part of the Delta fibre-optic networks, KPN would be strengthening its existing position.
The ACM therefore expects that, as a result of the takeover, all consumers and businesses — including telecom providers without their own network — may face higher costs, less choice, and lower quality of service. Particularly as telecoms is a sector of great social importance, the ACM wishes to prevent such adverse consequences.
No conditions capable of resolving the concerns
Based on proposals from KPN and Glaspoort, the ACM investigated whether conditions or modifications to the acquisition could resolve the issues. The remedies proposed by the parties did not do so, and the ACM therefore prohibited the acquisition. According to the ACM, none of the proposed remedies were capable of sufficiently restoring the level of competition that would have existed absent the transaction.
The ACM also noted that KPN already has the ability to gain wholesale access to Delta’s network and can offer fibre-optic services to consumers in the areas concerned even without the takeover. Alternatively, KPN may decide to roll out its own fibre-optic network in those areas to replace its copper network. The prohibition therefore does not leave KPN without a path to fibre-optic expansion.
It is not often that the ACM blocks a merger, especially where remedies are being proposed. Therefore, it will be interesting to see ACM’s full decision and to keep a close eye on any judicial proceedings following ACM’s decision.
For further information, please contact:
Pauline Kuipers, Partner, Bird & Bird
pauline.kuipers@twobirds.com
