A mandatory pre-merger control regime was formally introduced in Egypt by Law No. 175 of 2022, which amended Egyptian Competition Law No. 3 of 2005 (the “ECL”). The regime officially came into force on 4 April 2024, following the issuance of Prime Minister Decree No. 1120 of 2024, which amended the Executive Regulations promulgated under Decree No. 1316 of 2005.

Prior to these amendments, the Egyptian Competition Authority (the “ECA”) primarily exercised investigative powers in relation to transactions following their implementation. The introduction of a mandatory pre-merger notification and review regime was, among other considerations, prompted by the ECA’s experience in connection with the Uber/Careem acquisition.

The ECA is affiliated with the Prime Minister and is the principal authority responsible for enforcing competition law across all sectors and industries, except for the banking sector and public utilities directly managed by the State.

In addition, the recent amendments introduced a dual system approach for merger control in the non-banking financial sector. Under this system, Economic Concentrations (as defined below) within sectors regulated by the Financial Regulatory Authority (FRA) are now exempt from ECA oversight and fall exclusively under the jurisdiction of the FRA. While the FRA is required to consult with the ECA, the ECA’s role is limited to providing a non-binding opinion.

The pre-merger control regime applies exclusively to Economic Concentrations that meet specified national or global jurisdictional thresholds and result in a change of control or material influence over one or more of the undertakings involved, which may result in traditional mergers, acquisitions, or full function joint ventures. The regime excludes from its scope: (i) the temporary acquisition of companies operating in securities by a person for the purpose of reselling them within one (1) year from the date of acquisition, provided that the acquiring person does not exercise any voting rights or take any action or measure that could affect the strategic decisions or commercial objectives of the acquired person, and (ii) transactions between related parties, unless they result in a change of control or material influence.

The ECA reviews notified transactions through a two-phase process: Phase I involves an initial assessment, while Phase II provides for a more detailed substantive review where the transaction raises competition concerns. The ECA assesses whether the Economic Concentration is likely to restrict, lessen or prevent effective competition in the relevant markets. Failure to comply with the notification and standstill requirements may result in significant statutory penalties.

However, the ECA has the discretionary power to investigate Economic Concentrations that are not notifiable but raise competition concerns within one (1) year of their implementation.

The ECA must be notified prior to the implementation of any economic concentration resulting in a change of control or a material influence through a merger, acquisition, or full-function joint venture that meets any of the following thresholds:

• Egyptian Turnover/assets threshold: The combined annual turnover or consolidated assets in Egypt of the concerned parties exceed EGP 900 million in their latest approved consolidated financial statements, provided that the annual turnover in Egypt of at least two (2) of the concerned persons individually exceeds EGP 200 million each.
• Global turnover/assets threshold: The combined global annual turnover or consolidated assets of the concerned parties exceed EGP 7.5 billion in their latest approved consolidated financial statements, provided that the annual turnover in Egypt of at least one (1) of the concerned parties exceeds EGP 200 million.

It is worth noting that the ECL excludes the following two (2) situations from the definition of a notifiable economic concentration:

1. Temporary acquisition of securities companies: The temporary acquisition by companies operating in securities in another person for resale within one (1) year of the acquisition, provided that it does not exercise any voting rights or take any action or measure that could affect the strategic decisions or commercial objectives of the acquired person. The ECA has the discretion to extend the one-year period upon request where resale within that period is not possible.

2. Transactions between related parties: Mergers or acquisitions between related parties, unless the transaction directly or indirectly results in a change of control or material influence.

Failure to notify a notifiable economic concentration may result in significant penalties, ranging from 1% to 10% of the parties’ combined aggregate turnover or assets, or the value of the transaction, whichever is higher. Where such value cannot be determined, a fixed fine ranging from EGP 30 million to EGP 500 million may apply.

The Executive Regulations further provide that the ECA may review an Economic Concentration that falls below the applicable financial thresholds, and is therefore not subject to mandatory notification, provided that the ECA’s Board approves such intervention and the transaction is likely to give rise to competition concerns within one (1) year from its implementation. Such concerns are limited to any of the following cases:

1. Restricting technological development or innovation;
2. Controlling markets through any action that could lead increases or decreases in prices;
3. Reducing products quality; or
4. Establishing barriers to market entry or expansion.

In such circumstances, notification is not mandatory, and the ECA may intervene within one (1) year from the date of implementation of the transaction. The ECA’s powers in relation to such concentrations are limited to the imposition of behavioural remedies; it does not have the power to prohibit or unwind the transaction.

Parties may, however, voluntarily notify a transaction that does not meet the applicable financial thresholds. Voluntary notification may provide greater certainty and mitigate the risk of subsequent intervention by the ECA.

The ECL imposes a strict standstill obligation on the concerned persons where their transaction qualifies as an Economic Concentration under its legal definition. In other words, the transaction cannot be implemented before obtaining the ECA’s approval.

Neither the Law nor the Executive Regulations provides for any exceptions that might permit closing prior to clearance.

It is important to note that there is no clear-cut penalty for the violation of the standstill obligation. The ECL specifies that penalties apply to entities that fail to comply with the notification obligation. Although the ECL encompasses both a notification obligation and a standstill obligation, the language used when it comes to penalties seems to specifically address the failure to notify. The ECA’s guidelines defend a wide interpretation for the penalties provisions. A  stance that is particularly ambiguous, as it appears to conflict with established constitutional and criminal law principles, particularly the principle of nullum crimen sine lege (no crime without law).

In exceptional circumstances, the implementation of an economic concentration may be permitted following the Cabinet of Ministers’ approval, including in the following circumstances:

i. Non-implementation of the transaction would result in one (1) of the parties exiting the market, provided that there is no alternative that would be less anti-competitive than implementation of the transaction (“Failing-firm Defense”)

ii. There is no alternative to the transaction that would be less anti-competitive than its implementation;

iii. The transaction would generate economic efficiencies that outweigh its anti-competitive effects, provided that such efficiencies are achievable, cannot be achieved absent the transaction, and result in benefits to consumers; or

iv. The transaction is necessary for the protection of national security.

The ECA must be notified prior to the implementation of any economic concentration resulting in a change of control or a material influence through a merger, acquisition, or full-function joint venture that meets any of the following thresholds:

• Egyptian Turnover/assets threshold: The combined annual turnover or consolidated assets in Egypt of the concerned parties exceed EGP 900 million in their latest approved consolidated financial statements, provided that the annual turnover in Egypt of at least two (2) of the concerned persons individually exceeds EGP 200 million each.
• Global turnover/assets threshold: The combined global annual turnover or consolidated assets of the concerned parties exceed EGP 7.5 billion in their latest approved consolidated financial statements, provided that the annual turnover in Egypt of at least one (1) of the concerned parties exceeds EGP 200 million.

Exceptions include the temporary acquisition by companies operating in securities in another person for resale within one (1) year of the acquisition, provided that it does not exercise any voting rights or take any action or measure that could affect the strategic decisions or commercial objectives of the acquired person.

The ECL defines a change of control as the ability of one or more persons to exercise decisive influence over the economic decisions of one or more other persons.

The common forms of control include the following:

1. Ownership of voting rights or shares:An act resulting in the ownership of 50% or more of the total voting rights, shares, or stocks in the capital of another person.
2. Ownership or use of assets: An act resulting in the ownership of, or the right to use and exploit, all or the majority of the assets of another person.
3. Rights relating to corporate governance: An act resulting in the acquisition of rights, that enables the controlling person to appoint the majority of the board of directors’ members or otherwise control decisions of the board of directors or the general assembly meetings.
4. Common management: An act resulting in more than half of the members of the board of directors or the general assembly being the same persons in both the acquiring and the acquired persons.

An acquisition of a minority interest is notifiable if it meets the applicable national or global thresholds under the ECL and results in a change of material influence over the acquired person.

The ECL defines material influence as the ability to directly or indirectly influence the policies of another person, including its strategic decisions or commercial objectives.

The following are the common circumstances in which a change in material influence may arise:

1. Ownership of 25% or more: An act resulting in the ownership of 25% or more of the total voting rights, shares, or stocks in the capital of another person.
2. Ownership of less than 25%:An act resulting in the ownership of less than 25% of the total voting rights, shares, or stocks in the capital of another person, together with additional factors indicating that the acquirer exercises an influence disproportionate to its shareholding, including, in particular:

i. Relative voting rights: The percentage of the acquirer’s voting rights compared with those of other shareholders, which may enable the acquirer to influence the target’s policies and commercial objectives.

ii. Special rights: The existence of any provisions in the articles of association, shareholders’ agreement or any other document that confer the acquirer special rights, such as special voting or veto rights.

iii. Common shareholders: The existence of common shareholders between the acquirer and the acquired person; and

According to the Executive Regulations, if less than 10 percent of the total voting rights, shares, or equity is acquired, there is a presumption that no material influence is acquired, unless the acquirer is classified among the three largest shareholders or stakeholders of the target entity.

The ECA must be notified prior to the implementation of any economic concentration that results in a change of control or material influence through a merger, acquisition, or full-function joint venture where any of the following jurisdictional thresholds is met:

• Egyptian Turnover/assets threshold: The combined annual turnover or consolidated assets in Egypt of the concerned parties exceed EGP 900 million in their latest approved consolidated financial statements, provided that the annual turnover in Egypt of at least two (2) of the concerned persons individually exceeds EGP 200 million each.
• Global turnover/assets threshold: The combined global annual turnover or consolidated assets of the concerned parties exceed EGP 7.5 billion in their latest approved consolidated financial statements, provided that the annual turnover in Egypt of at least one (1) of the concerned parties exceeds EGP 200 million.

The jurisdictional thresholds are assessed based on the annual turnover or consolidated assets of the concerned persons collectively. The Law does not limit the calculation of turnover to revenues generated from the relevant product market, nor does it prescribe a specific market-share threshold. The above jurisdictional thresholds generally apply to all notifiable Economic Concentrations and do not vary depending on the sector or industry involved

However, certain sector-specific regulatory requirements may apply. Economic concentrations in the banking sector are subject to review by the CBE, while Economic Concentrations in the non-banking financial sector require the approval of the FRA, which in turn requires the ECA’s opinion.

In addition, the temporary acquisition by companies operating in securities in another person for resale within one (1) year of the acquisition, provided that it does not exercise any voting rights or take any action or measure that could affect the strategic decisions or commercial objectives of the acquired person and mergers or acquisitions between related parties, unless the transaction directly or indirectly results in a change of control or material influence.

Further, the ECA may examine transactions that fall below the applicable jurisdictional thresholds where there is evidence that the transaction may restrict or harm competition. Such review must take place within one (1) year from the implementation of the economic concentration. This mechanism was introduced particularly to address killer acquisitions. In such cases, the review shall occur within one-year of the effective date of consummation of the transaction and the ECA cannot block the transaction it can only impose behavioral remedies.

The Executive Regulations further clarify that the occurrence of any of the following effects is considered to be an indication of a harm to competition:

1. Restriction of technological development and innovation.
2. Control of markets through actions that may lead to an increase or decrease in prices.
3. Reduction of product quality.
4. Creation of barriers to entry or expansion within the relevant market

The jurisdictional thresholds under the ECL are based on either the annual turnover or the aggregate value of assets, as reflected in the latest consolidated financial statements of the concerned persons and their related parties for the latest financial year. This excludes the sellers, provided that they exit the target person following the implementation of the Economic Concentration. The annual turnover and aggregate value of assets are calculated excluding rebates, taxes and VAT.

The Executive Regulations provides that, where the annual turnover or aggregate value of assets is denominated in a foreign currency, such amounts must be converted into Egyptian pounds using the average of the official foreign exchange rate announced by the CBE on the last day of the financial year of the parties involved in the Economic Concentration.

A joint venture must satisfy specific statutory requirements, in addition to the financial threshold criteria, to qualify as a notifiable Economic Concentration subject to ex-ante merger control. In particular, the joint venture must constitute a full-function joint venture.

Under the ECL, the creation of a joint venture or the acquisition of joint control over an existing entity by two (2) or more undertakings constitute a notifiable Economic Concentration provided that the joint venture carries out its economic activities on a lasting and independent basis.

In assessing whether a joint venture is full function, the ECA Guidelines set out several criteria that closely mirror the European Union framework. In particular, the joint venture must:

• Engage in autonomous economic activities beyond performing a single auxiliary function for its parent entities;
• Possess sufficient independent resources (such as assets, management, and operational capacity); and
• Conduct market-facing sales and purchasing activities that are not restricted exclusively to its controlling parents.

Joint ventures that fall below the applicable notification thresholds may nevertheless be subject to ex-post review under the general intervention mechanism provided under the ECL. This mechanism allows the ECA, subject to approval by its Board of Directors, to review a transaction falling below the applicable thresholds if it is likely to restrict or prevent competition, provided the ECA intervenes within one (1) year from the date of transaction completion.

Non-full-functioning joint ventures (“cooperative JVs”) fall outside the merger control regime and are instead assessed under the general rules governing anti-competitive conduct, including Article 6 (horizontal agreements), Article 7 (vertical agreements), or Article 8 (abuse of dominance) of the ECL.

According to the ECA’s formal communications with stakeholders, particularly during official events, a share or asset swap agreement generally involves two distinct transactions. In such agreements, where two companies exchange shares, each company will acquire control or material influence over the other. Consequently, each company must submit a separate notification form to the ECA.

The ECA requires this because, despite being part of a single agreement, the transactions are considered independent for their potential impact on market competition. Each transaction must be assessed on its own merits, as they are not necessarily interrelated.

In essence, although the share or asset swap constitutes a unified agreement, it encompasses two separate actions in which each company gains control or significant influence over the other. Therefore, the ECA imposes the submission of two separate notification forms: one from each company involved.

As a general principle, the ECL applies to acts committed abroad, where they result in the prevention, restriction or harm of the freedom of competition in Egypt. While general behavioral infringements, such as cartels or abuse of dominance, may be assessed under this extraterritoriality principle, the pre-merger control regime specifically requires a defined local nexus for a mandatory notification obligation to arise.

The ECL sets out national and global thresholds based on turnover or asset values. Both thresholds require a specified level of turnover to be generated in Egypt by the parties, or at least one of them. Such turnover may be generated either directly by a party to the transaction or through its related parties.

Accordingly, a foreign-to-foreign merger is only notifiable where at least one of the concerned persons, including its related parties, generates annual turnover in Egypt exceeding EGP 200 million, provided that the combined annual global turnover or consolidated assets of the concerned persons exceed EGP 7.5 billion.

In addition, the ECA retains discretionary residual jurisdiction to review a transaction that falls below the statutory financial thresholds, where it is likely to restrict or harm competition in Egypt, provided that the ECA intervenes within one (1) year from the completion of the transaction.

In the pharmaceutical and healthcare industries, the Ministry of Health or the Egyptian Drug Authority, as the case may be, may refer a specific conduct for ECA to examine. The said authorities usually follow ECA’s recommendations and may withhold their approval for a given transaction if ECA deems the transaction in question problematic regardless of whether the notification threshold is met.

The ECA applies a consistent substantive test to assess Economic Concentrations across all sectors and industries. Under the ECL, an Economic Concentration is prohibited where it would limit, restrict, or harm competition.

In assessing the effects of an Economic Concentration, the ECA considers various factors:

1. The market structure, including both existing and potential competition within Egypt, and abroad where it affects Egypt.
2. The market position of the involved parties, including their economic standing and financial stability, relative to current and potential investments in the market.
3. The availability of alternatives for suppliers, customers, and consumers, and their access to production resources or relevant markets, as well as supply and consumption patterns for the relevant products.
4. Barriers to entry and expansion in the relevant markets.
5. The potential effects of the economic concentration on consumers and existing or potential investments.
6. The possible impact on innovation or development.
7. Any negative implications for competition.

The ECA will first define the relevant products and geographical markets affected by the transaction and then assesses whether the Economic Concentration may create or strengthen market power or otherwise adversely affect competitive conditions. The ECA may also consider countervailing factors, including efficiencies resulting from the transaction.

The Law and Executive Regulations provide three exceptions where otherwise prohibited mergers may be allowed:

1. Failing Firm Defense: If not proceeding with the transaction would result in market exit for one of the parties due to financial distress, provided that:
   • The financially distressed party would exit the market along with its assets.
   • No less restrictive alternative exists than proceeding with concentration.
2. Economic Efficiency Defense: If the concentration leads to economic efficiencies that outweigh its anticompetitive effects, provided that:
   • These efficiencies are achievable.
   • The efficiencies can only be achieved through concentration.
   • Consumers benefit from such efficiencies.
3. National Security Grounds: If the concentration protects national security.

The same substantive test generally applies across sectors, and and the ECL does not provide for separate sector-specific merger control tests.

However, approval based on economic efficiency grounds requires the Council of Ministers’ consent, a process that remains highly uncertain.

It is worth noting that, according to the ECA’s statistics for the period from January 2025 to June 2025, a total of 38 notifications were submitted to the ECA, 23 under the regular procedures and 15 under the simplified procedures. Of these, 37 notifications were closed. Among the closed files, 89% were approved, 8% were deemed outside the ECA’s jurisdiction, and 3% were referred to Phase II Review.

The ECL outlines certain non-competition factors that the ECA may consider when evaluating an Economic Concentration. The Law uses the broad term “the protection of national security” to describe these factors, but the Executive Regulations neither define the concept of national security nor set out the procedures for invoking such grounds. These factors provide the Council of Ministers with grounds to either approve or block a concentration, as the ECA itself cannot grant approval based on national security considerations ex officio.

The ECA has published a guideline regarding the barriers to the implementation of Economic Concentrations, which clarify that ancillary restraints, such as non-compete, non-solicitation, or confidentiality obligations may be covered by the ECA’s clearance or conditional clearance decision, provided that they are directly related and necessary to the implementation of the Economic Concentration.

In other words, the Economic Concentration could not be implemented or could only be implemented under materially more difficult conditions, in the absence of such ancillary restraints. In addition, the ancillary restraints must be proportionate to their purpose, including with respect to their duration, geographic scope, and subject matter.

The ECL does not specify a strict deadline for submitting the notification of an Economic Concentration. The key requirement is that the notification must be made before the concentration is consummated.

The ECA’s Guidelines provide that a notification may be submitted at an early stage of the transaction process. The preferred timing for submitting a notification is at any of the following stages: (i) upon the conclusion of a memorandum of understanding or letter of intent, (ii) upon the commencement of serious negotiations concerning the Economic Concentration, (iii) upon the announcement of a purchase offer, or (iv) upon the conclusion of any other agreement that may result in the acquisition of control or material influence.

Accordingly, the parties may submit a notification before entering into a final binding transaction agreement, provided that there is sufficient certainty regarding the proposed Economic Concentration

Pre-notification discussions with the ECA are not mandatory. Nevertheless, the ECA encourage parties to engage in such discussions, as reflected in its Guidelines.

The concerned persons may consult with the ECA’s specialists prior to formally submitting the notification file if they have questions as to whether the proposed transaction falls within the scope of the ECL.

Where the parties wish to engage in pre-notification discussions, they must submit a written request to the ECA, either electronically or in hard copy. The ECA will respond by scheduling a meeting within a maximum of two (2) days from receipt of the request.

There is no prescribed timeframe for the duration of pre-notification discussions, which may vary depending on the complexity of the proposed Economic Concentration. It should be noted, however, that such discussions are limited to procedural and jurisdictional matters and do not extend to inquiries concerning the substantive assessment of the Economic Concentration or its potential impact on the relevant market.

The ECA reviews the notification file and confirm whether it is complete within five (5) working days, starting from the business day following its submission.

• Phase 1 Review: the ECA decides whether to clear the concentration within thirty (30) working days, starting from the working day following receipt of a complete notification fie. This period may be extended by up to fifteen (15) working days if the notifying parties submit a commitment proposal.
• Phase II Review: if the concentration is referred to an in-depth phase II review (i.e., where it raises serious competition concerns in the relevant market), the review lasts up for up to sixty (60) working days from the date of the referral decision. This period may be extended by up to fifteen (15) additional working days if the parties submit a commitment proposal.

Under the ECL and its Executive Regulations, the statutory review timetable may be extended or effectively delayed in certain circumstances:

• Phase I Extension: The initial Phase I review period is thirty (30) working days and may be extended by up to fifteen (15) additional working days if the notifying parties submit behavioural or structural commitments.
• Phase II Extension: If the transaction is referred to Phase II, the review period is sixty (60) working days and may be extended by up to fifteen (15) additional working days upon the submission of commitments; bringing the maximum Phase II duration to seventy-five (75) working days and the overall statutory limit to one hundred twenty (120) working days.

Where approval is sought on the grounds of economic efficiency, the process may extend beyond the ordinary one hundred twenty (120) working days timetable. This is because such approval requires not only the ECA’s assessment but also the consent of the Council of Ministers, which may require additional time.

The review period does not begin until the ECA considers the notification complete and accepts it for review. Accordingly, an incomplete notification may delay the commencement of the statutory timetable. Once the review period has commenced, the ECA cannot generally stop or suspend the clock merely because it requires additional information, unless the applicable rules provide otherwise. In Practice, ECA uses the “Completeness” requirement to extend the period of examination of the file. The reason why parties and their counsels need to be very careful when drafting the notification form to minimize such risk.

The circumstances in which the review timetable for Economic Concentrations can be shortened fall into two main categories: industry-specific factors and Economic Concentrations subject to simplified procedures, as outlined in the ECA Guidelines.

First, the review timeline may be reduced based on the industry involved. During discussions with stakeholders, the ECA expressed its commitment to completing Phase I assessments within twenty (20) working days. For certain industries, such as the medical field, the ECA aims to expedite the process even further, potentially completing the review in as little as one week.

Second, the ECA has introduced simplified procedures (fast-track notifications) for certain types of concentrations that do not alter the structure of the Egyptian market. The review period for these simplified notifications is twenty (20) working days, beginning the next working day after the ECA receives the complete notification file. These files require minimal information compared to traditional notifications and apply exclusively to the following cases as described in the ECA’s Guidelines:

1. Where the persons concerned with the economic concentration meet the domestic notification thresholds, if the annual turnover or the value of assets in Egypt of the persons concerned with the economic concentration combined do not exceed two billion Egyptian pounds for the latest year in the last audited consolidated financial statements.
2. Where the persons concerned with economic concentration meet the worldwide notification thresholds, if the annual turnover in Egypt of the target person does not exceed 500 million pounds for the latest year in the last audited consolidated financial statements.
3. Establishing or acquiring a joint venture that carries out an independent and permanent economic activity outside Egypt.
4. Establishing or acquiring a joint venture that carries out an independent and permanent economic activity in markets that are not horizontally or vertically related or otherwise related to the markets in which the parent companies operate.
5. Conglomerate economic concentrations between persons operating in markets that are not horizontally or vertically related or otherwise related to each other.
6. Acquisition of sole control over one or more persons after the acquiring person or persons exercised joint control over the same person.

The responsibility for submitting the notification depends on the type of Economic Concentration involved.

• Acquisition resulting in control or material influence: the acquiring entity or entities are responsible for submitting the notification file.
• Merger: the merging entities are responsible for submitting the notification file.
• Establishment of a joint venture: the entities establishing the joint venture are responsible for submitting the notification file.
• Acquisition for the purpose of establishing a joint venture: the acquiring entity or entities are responsible for submitting the notification file.

For a standard notification file, the ECA provides a notification form to be completed and submitted by the parties. The Executive Regulations provides that for the notification file to be considered complete and ready for the review of the ECA, 12 documents and data requirements must be submitted by the parties.

These include, among other things, the parties’ corporate documents, board and/or shareholders’ resolutions approving the Economic Concentration, financial statements, the letter of intent or memorandum of understanding, the sale and purchase agreement or any other document evidencing the change of control or material influence, and a power of attorney.

Where the power of attorney is issued outside Egypt, it must be ratified by the Egyptian Ministry of Foreign Affairs.

For the simplified procedure (fast-track notifications), the ECA requires significantly less data information. The filing generally requires the corporate documents, financial statements and annual reports of the concerned parties, as well as the documents relating to the Economic Concentration, including the relevant agreements, any permits or approvals obtained outside or inside Egypt, and the resolutions of the respective boards of directors and/or shareholders’ meetings approving the Economic Concentration.

The Executive Regulations stipulated that the notification file must be accompanied by the following supporting documents:

1. A copy of the personal identification (national ID card or passport) of the person submitting the notification file.
2. A copy of the power of attorney issued to the person submitting the notification file
3. A recent extract from the commercial registry of the entities involved in the Economic Concentration.
4. A copy of the articles of incorporation, including all amendments, for the entities involved in the Economic Concentration
5. A copy of the latest approved consolidated financial statements, or if unavailable, the latest approved standalone financial statements for the controlling person(s) of the entities involved in the Economic Concentration, along with the accompanying auditor’s report and explanations.
6. A copy of the annual reports of the entities involved in the Economic Concentration.
7. A copy of the letter of intent, memorandum of understanding, sale and purchase agreement, purchase offer, due diligence report, shareholders’ agreement, or any other agreements granting control or material influence to a person.
8. A copy of the minutes of the board of directors’ and general assembly (ordinary and extraordinary) meetings related to the Economic Concentration for the entities involved.
9. A copy of available permits and approvals obtained for the Economic Concentration from other authorities, whether inside or outside Egypt.
10. A signed declaration by the person submitting the notification file or their legal representative attesting to the accuracy of the submitted data, documents, and papers.
11. A receipt confirming payment of the prescribed fee for reviewing the notification file.
12. A commitment to pay all publication costs in accordance with the regulations issued by the ECA’s board.

For a simplified procedure (fast- track notifications), the ECA requires significantly less data and information. It mainly requires corporate documents, financial statements and annual reports of the concerned parties, and the concentration documents (agreements, permits or approvals obtained outside or inside Egypt and the resolutions of the concerned parties’ respective board or shareholders meeting approving the concentration).

The Executive Regulations clarify that all the submitted documents submitted to the ECA must be in Arabic. Where any document is in a foreign language, an Arabic translation must be provided.

Filing fees are prescribed in the Executive Regulations and vary depending on the annual turnover or consolidated assets of the concerned parties in Egypt or worldwide, as applicable. In all cases, the filing fees shall not exceed EGP 100,000. Where a transaction falls within more than one category, the highest fee will apply.

The fee scheme is as follows:

a. A fee of EGP 80,000 shall be imposed where the annual turnover or the consolidated assets in Egypt of the parties to the economic concentration collectively range between EGP 900 million and EGP 1 billion.

b. A fee of EGP 90,000 shall be imposed where the annual turnover or the consolidated assets in Egypt for the parties to the economic concentration collectively range between EGP 1 billion pounds and EGP 1.5 billion.

c. A fee of EGP 100,000 shall be imposed where the annual turnover or the consolidated assets in Egypt for the parties to the economic concentration exceed EGP 1.5 billion.

d. A fee of EGP 100,000 shall be imposed where the annual turnover or the consolidated assets worldwide for the parties to the economic concentration collectively exceed EGP 7.5 billion in latest approved consolidated financial statements, provided that the annual turnover in Egypt of at least one of the concerned parties exceeds EGP 200 million in those financial statements.

According to the Executive Regulations, upon receiving a complete notification file, the ECA publishes a summary of the relevant Economic Concentration in a widely circulated daily newspaper or on its official website. This publication aims to inform third parties about the transaction and allows them to submit observations within fifteen (15) days of the publication date.

However, the ECA’s Board may decide not to publish such announcement where it considers that non-publication is warranted for reasons relating to the public interest.

Compared with the practice of other competition authorities, however, it should be noted that the ECA’s publication of such notifications is very brief and lacks sufficient details regarding, inter alia, the sectors in which the parties are active, the markets that could potentially be affected by the transaction, and the related parties involved in the transaction. This lack of detail leaves third parties insufficiently informed, making it difficult for them to act or intervene to protect their interests, thereby undermining the very purpose of such publication.

According to the Executive Regulations, during Phase I of the assessment, the ECA is required, upon receipt of a complete notification file, to publish a summary of the notified Economic Concentration in a widely circulated daily newspaper or on its official website. The publication is intended to inform third parties of the proposed Economic Concentration and allow them to submit comments on the transaction within fifteen (15) days from the date of publication.

However, the specifics regarding the involvement of third parties remain vague and unclear. It is uncertain to what extent the ECA will consider third-party comments and observations, whether they will significantly influence the ECA’s decisions, or if the process is primarily informative, leaving limited space for third-party intervention.

Moreover, the published information is very brief and lacks sufficient detail regarding inter alia the sectors in which the parties are active, the markets that could potentially be harmed, and the related parties involved in the transaction. This lack of detail leaves third parties insufficiently informed, making it difficult for them to act or intervene to protect their interests, thereby undermining the very purpose of such publication.

Neither the Law nor its Executive Regulations specify the scope of information that must be made available to third parties to enable them to submit observations on a notified Economic Concentration. The ECA has discretion to determine the content of the publication.

Based on publicly available information, the ECA typically publishes the identities of the parties to the transaction, a brief description of the proposed transaction, and an indication whether the parties are active in the Egyptian market. It is worth noting that the ECA may decide not to publish the notification file where it considers that non-publication is warranted for reasons relating to the public interest.

Egypt has not been party to a formal cooperation agreement in the area of competition law enforcement, other than within the framework of The Common Market for Eastern and Southern Africa (COMESA). Only informal cooperation initiatives are in place and are usually not disclosed.

The parties to an Economic Concentration may propose commitments to address competition concerns identified by the ECA during its review process.

The ECA may accept both structural and behavioural remedies. Structural remedies may include commitments relating to the sale or disposal of specific assets, securities, or shares. Behavioural remedies may include commitments to refrain from certain conduct that may raise competition concerns, such as granting exclusive distribution rights, restricting access to essential facilities or services, discriminating among suppliers or customers, or engaging in tying arrangements unrelated to the relevant product.

The ECA will assess whether the proposed commitments are sufficient and appropriate to address the identified competitive concerns. where commitments are accepted, the ECA may issue a conditional approval decision specifying the applicable commitments, their duration, where relevant, and the mechanisms for monitoring compliance.

The Egyptian merger control framework does not expressly set out specific requirements regarding an up-front buyer for divestment remedies or detailed criteria governing the ECA’s approval of a third-party purchaser.

If the ECA raises concerns regarding the potential anti-competitive effects of a transaction during either Phase I or Phase II of its substantive assessment, the parties may submit a commitment proposal containing one or more structural or behavioural remedies to address those concerns.

The ECA will then assess whether the proposed commitments are sufficient to mitigate the identified or potential anti-competitive effects of the economic concentration. If the ECA considers the commitments adequate, it may grant conditional approval, specifying the commitments to be implemented, their duration, where applicable, and the mechanisms for monitoring the parties’ compliance.

Failure by the parties to implement the remedies or comply with the commitments imposed by the ECA, the latter will be entitled to consider their agreement null and void.

The ECL provides that failure to notify, or a delayed notification of an Economic Concentration is punishable by a fine ranging from 1% to 10% of the total annual turnover, assets, or transaction value, whichever is higher. However, if this percentage cannot be determined, the fine will range from EGP 30 million to EGP 500 million.

The consequences for violating the prohibition on closing a transaction before receiving clearance from the ECA (known as “gun jumping”) remain unclear. While the Law imposes penalties for breaches of the notification and filing obligations, it does not explicitly address penalties for closing a transaction before obtaining the ECA’s approval.

The ECL specifically provides that penalties apply to those who fail to comply with the notification obligation. Although the ECL includes both a notification and a standstill obligation (i.e., not closing before obtaining the approval of the ECA), the wording appears to focus solely on the failure to notify. Nevertheless, in its recent Guidelines, the ECA controversially extends these penalties to gun jumping, interpreting that the same fines would apply.

This interpretation raises legal concerns, as it may conflict with established principles of constitutional and criminal law, particularly the principle of nullum crimen sine lege, which could result from an overly broad interpretation of the legal text. This issue will likely only be resolved when the courts have the opportunity to interpret these provisions. If the ECA’s interpretation is upheld, gun jumping could result in fines of between 1% and 10% of the total annual turnover, assets, or transaction value, whichever is greater. If that calculation is not feasible, the fine will range from 30 million to 500 million EGP.

The ECL provides that anyone who obtains an approval decision of an Economic Concentration from the ECA by knowingly submitting false data, information or documents, may be fined with a penalty that ranges from 1% to 10% of the total annual turnover, assets or the transaction value, whichever is higher. However, in the event that the above percentage cannot be calculated, the penalties will range from EGP EGP 30 million to EGP 500 million.

The same applies to any entity that obtains the FRA’s approval to implement an Economic Concentration, by knowingly submitting incorrect data, information or documents to the authority.

The parties may submit a grievance to the ECA within thirty (30) days from the date on which they are notified of the decision. Following exhaustion of the administrative grievance process, the ECA’s decision may be challenged before the competent administrative courts of the Egyptian State Council, generally within sixty (60) days from the date of notification or publication of the decision.

Recently, the ECA has published several guidelines addressing the application of ECL, including guidelines on the ECA’s jurisdiction to examine economic concentrations, the implementation of Economic Concentrations before obtaining the ECA’s decision or the expiry of the applicable statutory review periods, and barriers to the implementation of Economic Concentrations. These guidelines indicate a developing focus by the ECA on clarifying procedural requirements and its approach to the substantive assessment and enforcement of merger control rules.

Further, the ECA has introduced simplified procedures for Economic Concentrations that are unlikely to lessen, restrict or harm competition. Under the simplified procedure, the ECA conducts its review within twenty (20) working days, starting from the working day following the date on which it receives a complete notification file. The adoption of simplified procedures for certain notifiable economic concentrations is intended to reduce the regulatory burden on parties seeking to implement transactions that are unlikely to have a significant impact on the structure of Egyptian markets. Such procedures would also enable the ECA to use its resources more efficiently by focusing its substantive assessment and enforcement efforts on economic concentration that may restrict competition in the market.

The most significant potential developments in Egyptian merger control are likely to arise from the ongoing proposed amendments to the ECL. The proposed amendments would increase the jurisdictional thresholds, allowing the ECA to focus its resources on Economic Concentrations with greater competitive significance. The proposed thresholds would be as follows:

• Egyptian Turnover/assets threshold: The combined annual turnover or consolidated assets in Egypt of the concerned parties exceed EGP 2.5 billion in their latest approved consolidated financial statements, provided that the annual turnover in Egypt of at least two (2) of the concerned persons individually exceeds EGP 500 million each.
• Global turnover/assets threshold: The combined global annual turnover or consolidated assets of the concerned parties exceed EGP 15 billion in their latest approved consolidated financial statements, provided that the annual turnover in Egypt of at least one (1) of the concerned parties exceeds EGP 500 million.

Further, the proposed amendments would provide greater detail regarding the applicable grievance mechanism, with the aim of enhancing legal certainty and procedural clarity, while also raising certain due process considerations. However, challenges may arise, particularly regarding the proportionality and implementation of administrative fines, reasonable procedural timelines, and the practical operation and neutrality of the grievance committee.

As these amendments remain under consideration, their final scope, wording and effective date remain subject to change.