The German Federal Cartel Office ("German FCO") has, for the first time, imposed an obligation to notify future transactions that fall below the regular turnover thresholds.

On 24 November 2025, the German FCO announced that the Rethmann Group must obtain prior approval for all acquisitions in the non-hazardous household waste sector over the next three years. This obligation applies to transactions where the target company’s revenue in this area exceeds EUR 100,000. The decision marks the first application of Section 32f(2) of the German Competition Act (Gesetz gegen Wettbewerbsbeschränkungen – "GWB"), that was introduced in 2021 with the aim of preventing large companies from circumventing merger control through small-scale acquisitions that could harm competition.

Rethmann is the holding company of four international groups: Remondis, Rhemis, Saria, and Transdev. Remondis is among the world’s largest recycling companies, operating in over 30 countries.

Under the GWB, transactions are subject to a notification requirement only if they exceed the statutory turnover and/or transaction value thresholds. The minimum turnover threshold currently is EUR 17.5m and the transaction value threshold is EUR 400 million. Acquisitions of smaller companies falling below these thresholds are therefore not subject to review under the German merger control regime.

Section 32f(2) GWB, introduced in 2021 and amended in 2023, grants the German FCO the competence to impose a notification obligation for acquisitions that would fall below these statutory thresholds.

The prerequisites for imposing such an obligation are that the German FCO has previously conducted a sector inquiry, and determined that there are objectively comprehensible indications that future mergers involving the obligated company could significantly impede effective competition in Germany.

The obligation is only applicable to transactions meeting the following thresholds set in section 32f(2) GWB:

1. The acquiring company’s domestic turnover exceeded EUR 50m in the previous business year; and
2. The target company achieved more than EUR 1m in domestic turnover in the previous business year.

The obligation is valid for three years and can be extended up to three times.

The decision follows a sector inquiry in which the German FCO found Rethmann to be the market leader in collecting non-hazardous municipal waste and recycling waste glass, both nationally and across several federal states. The German FCO considers waste management markets to have high entry barriers and to be characterised by ongoing consolidation, raising concerns that further acquisitions, even of small regional players, could significantly impede effective competition. By invoking Section 32f(2), the German FCO aims to ensure that such acquisitions by Rethmann are subject to its review.

The decision is not yet legally binding, and Rethmann can appeal to the Higher Regional Court of Düsseldorf.

In conclusion, this case signals the German FCO’s determination to enforce new merger control tools and its focus on markets with strong regional dynamics. Companies with significant market positions should expect closer scrutiny, even for transactions that previously flew under the radar.