The German Federal Cartel Office (Bundeskartellamt) has issued a significant ruling requiring the Rethmann Group—parent company of the waste management company Remondis—to notify the authority of future mergers in defined economic sectors for a period of three years. This obligation applies to mergers that would ordinarily fall below statutory revenue thresholds and would therefore not be subject to mandatory merger control.
Under the decision, the Rethmann Group must notify the Bundeskartellamt of any future mergers in the non-hazardous household waste sector, including activities relating to residual waste, organic waste, bulky waste, paper, cardboard and corrugated board (PPK), mixed packaging and glass. The obligation also extends to transactions in the area of glass recycling involving the operation of glass processing plants. Only transactions that are not minor in nature and in which the target company generates at least €100,000 in annual revenues are covered.
This is the first time the Federal Cartel Office has applied the mechanism introduced in 2021 and refined at the end of 2023 that allows the authority to require merger notifications even when the statutory thresholds for mandatory notification are not met. The purpose of this mechanism is to ensure that acquisitions with potentially significant competitive effects cannot escape review solely because the companies involved fall below the conventional revenue thresholds.
According to Andreas Mundt, President of the Federal Cartel Office, the general statutory thresholds can lead to situations where acquisitions of smaller companies—despite their potential importance for local competition—are not examined. He stressed that in regionally defined waste management markets, small companies with limited turnover can nevertheless play a decisive competitive role. Mundt noted that the Rethmann Group holds a leading nationwide position in the waste management sector, and the authority’s decision is intended to ensure effective oversight of acquisitions involving smaller competitors.
Merger control under the Act against Restraints of Competition (GWB) traditionally applies only to transactions exceeding minimum revenue thresholds, currently set at €17.5 million. As these thresholds have increased over time, an ever-growing number of smaller transactions fall outside mandatory notification requirements. In response, the legislator introduced the possibility of imposing a targeted three-year notification requirement under §32f(2) GWB, provided that a prior sector inquiry reveals objectively verifiable indications that future acquisitions by the company in question could significantly impede effective competition.
The Bundeskartellamt’s sector inquiry, completed at the end of 2023, served as the factual basis for the ruling. The inquiry found that the Rethmann Group holds a strong competitive position both nationally and across several federal states in the collection of non-hazardous municipal waste and in the processing of waste glass, with considerable market shares and clear advantages over its rivals. The inquiry also revealed that the Group’s nationwide presence affords it exceptional access to regional supply and procurement markets and that the affected sectors are characterized by high barriers to entry. At the same time, the markets have experienced continuous consolidation, much of it driven by Rethmann’s acquisition strategy. In municipal waste collection specifically, the number of bidders participating in tenders issued by municipalities and dual systems has steadily declined. The authority concluded that the acquisition of smaller, sometimes purely regional competitors could in individual cases further weaken competitive dynamics, although such effects must be assessed on a case-by-case basis.
The decision follows a formal procedure initiated in June 2024, during which the Rethmann Group was given extensive opportunity to comment. It is not yet legally binding. The company may appeal both the factual findings and the legal basis of the decision to the Higher Regional Court of Düsseldorf.
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