The Belgian Competition Authority (BMA) has granted conditional approval for the takeover of Cofinimmo by Aedifica, the regulator announced on 21 January 2026.
About the deal: Aedifica merges with Cofinimmo via all-share exchange
Aedifica is a Belgian real estate group specialising in healthcare property for senior housing. Its portfolio comprises 607 sites across Belgium, Germany, Finland, Ireland, the Netherlands, Spain and the United Kingdom, with a total value of approximately 6.1 billion euros.
In Belgium, Aedifica owns 78 senior housing sites, including 73 residential care centres – 37 of which include assisted living units – and five sites dedicated solely to assisted living. These properties are leased exclusively to commercial care operators.
Cofinimmo, also headquartered in Belgium, manages a diversified real estate portfolio valued at around 6 billion euros and spanning 1,146 sites across nine European countries.
Over time, the company has increasingly focused on healthcare real estate, which now represents approximately 4.6 billion euros of its total portfolio. In Belgium, Cofinimmo owns 83 senior housing sites, 81 of which are operated as residential care centres. Twenty of these sites also include assisted living units. Most are leased to commercial care operators under long-term agreements.
The transaction is structured as a voluntary and conditional public exchange offer. Cofinimmo shareholders who accept the offer will contribute their shares to Aedifica in exchange for newly issued Aedifica shares. Aedifica ultimately intends to acquire 100 percent of Cofinimmo’s shares and voting rights. Given the parties’ respective and combined turnover, the transaction was subject to prior approval by the BMA under Belgium’s merger control rules.
The BMA assessed the transaction’s potential impact on the Belgian market for the leasing of senior housing real estate to commercial care operators, particularly with regard to pricing and the quality of available offerings. According to the authority, Aedifica and Cofinimmo are each other’s closest competitors in this segment and are clearly differentiated from other market participants by their scale and sector-specific expertise.
The regulator found that eliminating competition between the two leading players would remove significant competitive pressure that could not be sufficiently offset by smaller or less specialised real estate investors. As a result, the BMA identified serious doubts as to the transaction’s compatibility with competition law, due to the increased market power Aedifica would gain following the acquisition.
To address these concerns, Aedifica proposed a series of commitments, most notably the divestment of residential care centres with a total value of 300 million euros, located across Flanders and Wallonia. The buyer must already own residential care centres and either be seeking to expand an existing Belgian healthcare real estate portfolio or to enter the Belgian market.
In both cases, the buyer must demonstrate the capacity and clear intention to grow into a significant market player. Aedifica also committed not to reacquire control, directly or indirectly, over any of the divested assets for a period of ten years following completion of the transaction.
According to the BMA, the divestment package is sufficient to enable the emergence of a new reference player in the Belgian healthcare real estate market, thereby ensuring that care operators continue to have a genuine choice between competing property providers in terms of price, quality, expertise and experience.
Following an in-depth investigation and a market test, the BMA concluded that the commitments adequately addressed its competition concerns and therefore approved the transaction subject to these conditions.
