Merger Control in the Middle East: A Regional Overview
Competition Focus
A Comprehensive Overview of Merger Control Regulations and Compliance Frameworks Across the Middle East Region.
Law Update: Issue 374 – Competition Focus
Khaled AttiaPartner,Head of Dispute Resolution - Egypt
Christopher WebbPartner,Corporate Commercial
Aaron DikosPartner,Corporate Commercial
Hamzah Abu HassanPartner,Corporate Commercial
Omar HumaidPartner,Corporate Structuring
Mariam Sabet Partner,Antitrust & Competition
Chahira BachaSenior Associate,Dispute Resolution
The United Arab Emirates generated a lot of interest when it announced back in November 2023 the issuance of its revamped competition regime which included an overhaul of its merger control regime.
Federal Decree-Law No. 36/2023 (the “New UAE Competition Law”) introduced major changes to merger filings particularly with the introduction of turnover thresholds.
This is arguably one of the most significant developments in the UAE competition space, especially given the impact that a turnover threshold would have on the notifiability of transactions in the country.
The United Arab Emirates is now on the cusp of a major shift in its merger regime with the recent issuance of the Ministerial Decree No. 3 of 2025 announcing the details of the turnover thresholds (the “Turnover Decision”) which enters into force March 31, 2025.
Under the Turnover Decision. a filing is required if either of the following thresholds are met:
Turnover Threshold: Where the total annual sales of the parties in the "Relevant Market" in the UAE exceeds AED 300 million during the latest fiscal year (approximately USD 81.6 million); or
Market Share Threshold: Where the total market share of the parties exceeds 40% of the total sales in the "Relevant Market" in the UAE during the last fiscal year.
Economic Concentration is defined as any action that leads to the full or partial transfer (merger or acquisition) of ownership or usage rights in properties, rights, stocks, shares, or obligations of an establishment to another," and which results in the "direct or indirect control" over the establishment.
Relevant Market is defined based on:
The "Relevant Product Market," which is comprised of products or services that, by virtue of their price, characteristics and intended use, are considered interchangeable to meet a particular need of the consumer; and
The "Relevant Geographic Market," which constitutes the physical or digital place where supply and demand for products or services converge, and where competition conditions are similar or homogeneous.
A preliminary reaction is that the thresholds should focus primarily on transactions that have a discernable local nexus to the UAE. The language of the Turnover Decision suggests that the thresholds apply to the parties’ total sales in the “relevant market” in the UAE (and not their total sales regardless of the relevant market). How “relevant market in the UAE” is interpreted will need to be assessed. For instance, if the relevant geographic market is assessed global in scope, then it could be considered as the relevant market and potentially impact the UAE.
All in all, it will remain to seen how the various interpretations and analysis of relevant market definition would be adopted in practice.
In the meantime, the much-anticipated new implementing regulations (the “Implementing Regulations”) is set for its 2025 release.
The Implementing Regulations are anticipated to address several important topics. These topics will include filing fees, and other procedural aspects. However, there are additional critical issues that require further clarification, either within these decisions or through separate guidelines.
These issues include:
Extent of government exemptions: Clarification is needed on the status of exemptions for companies that are only partially owned by the government.
Reasonable Filing Fees: The law should ensure that filing fees are not prohibitively high.
Easing Legalization Requirements for Supporting Documents: Given the costs and timelines associated with rigorous legalization processes, it is important to determine whether these requirements will be eased.
Fast-Track Procedure: Clarification on whether a fast-track process will be available is essential.
Guidelines and Definitions
Definition of “Control”: Specific guidelines on what constitutes control are necessary.
Minority Shareholdings: A clear position on the treatment of minority shareholdings is required.
Local Carve-Outs / Hold-Separate Agreements: It is important to address the position on local carve-outs and hold-separate agreements.
Guidance on Joint Ventures: Separate guidance on joint ventures, such as the distinction between full-function and non-full-function joint ventures, is needed.
The importance of the upcoming changes cannot be overstated. From a merger control perspective, one of the most significant challenges that businesses, practitioners, and relevant stakeholders will face is the impact a new merger regime can have on the execution of global deals in international M&A transactions.
To address uncertainties associated with the new regimes, several measures can be implemented: establishing a fast-track route for no-issue transactions, simplifying the notification process for efficiency, implementing shorter review timelines, and ensuring there is a clear local nexus to eliminate unnecessary foreign-to-foreign no-impact transactions.
Now that the Turnover Decision has been issued, all eyes will be on the Implementing Regulations in the UAE.
This is a developing story, so stay tuned for further updates and detailed reporting.
Saudi Arabia took the lead in reshaping its competitive landscape. The Saudi General Authority for Competition (“GAC”) has been particularly active in regulating mergers and acquisitions (M&A) and the formation of joint ventures, while ensuring that transactions do not negatively impact competition in the Kingdom.
We outline a comprehensive overview of the recent trends and key takeaways in Saudi Arabian merger control law and practice.
One of the most notable trends in Saudi Arabia is the significant rise in the number of merger notifications submitted to the GAC.
This surge is primarily driven by the Kingdom's ongoing economic diversification under Vision 2030, which has seen key sectors such as technology, healthcare, and energy attract significant local and international investments. As a result, more companies are engaging in M&A activity, prompting GAC to step up its oversight.
While GAC maintains broad oversight of all sectors, certain industries have been receiving special attention:
As Saudi Arabia continues its aggressive push toward digital transformation, GAC has become more vigilant in scrutinizing mergers within the technology space. This space includes digital platforms, data-driven businesses, and fintech companies, where GAC aims to prevent the creation of monopolistic structures that could stifle innovation or restrict consumer choice.
With the healthcare sector undergoing rapid expansion due to both local and international investments, particularly in the aftermath of the pandemic, GAC has increased its focus on ensuring that consolidations in this space do not limit market competition or affect the affordability and availability of healthcare services.
Given the central role of telecommunications in Saudi Arabia's digital infrastructure plans under Vision 2030, GAC has closely monitored M&A activities in this sector. The authority has been particularly attentive to ensuring that mergers do not restrict competition, hinder innovation, or lead to excessive pricing in an industry critical to the Kingdom's technological advancement.
As a major player in the global energy market, Saudi Arabia's GAC is also paying close attention to mergers within the energy and petrochemical sectors. The focus is on ensuring these mergers do not create dominant market players that could negatively impact both national and international competition.
In 2023, the GAC revised the financial threshold for notifying economic concentrations twice. Initially, on 29 March 2023, the threshold was raised from SAR 100 million to SAR 200 million in total worldwide annual revenues of the parties involved in the economic concentration, provided there was a Saudi Arabian nexus.
A major development in Saudi Arabia's competition landscape is the recent draft amended merger control guidelines released for public comment in July 2024, but which are not yet in force. These forthcoming guidelines represent a significant development for Saudi Arabia’s merger control regime.
Despite this change, concerns persisted regarding economic concentrations with low Saudi Arabian or target revenues. To address these, the GAC announced further revisions on 1 November 2023. The new requirements for notification now include:
A sufficient nexus between the transaction and Saudi Arabia. According to the GAC’s Merger Review Guidelines, a sufficient nexus will be presumed if one of the parties has revenues in Saudi Arabia.
A change of control, as per the GAC's Merger Review Guidelines.
Exceeding the following revenue thresholds:
Total worldwide annual revenues of the parties exceeding SAR 200 million.
Total worldwide annual revenues of the target exceeding SAR 40 million.
Total annual revenues in Saudi Arabia of all parties exceeding SAR 40 million.
While an improvement on the previous threshold, the current thresholds are still capturing transactions in which target has a very low Saudi Arabian revenue. It is to be hoped that a future revision to the financial thresholds will address this by introducing a minimum Saudi Arabian revenue threshold for target alone.
For jointly controlled full-function joint ventures, notification is required if there is a Saudi Arabian nexus and the first and third revenue thresholds are exceeded, disregarding the second threshold. It is understood that the GAC intends to issue a further guideline in 2025 treating the topic of joint ventures specifically.
In a move to ease the financial burden on businesses, the GAC reduced the maximum filing fee for economic concentrations from SAR 400,000 to SAR 250,000, effective from 7 June 2023. The fee remains calculated at 0.02% of the combined worldwide revenues of the parties, up to the capped maximum.
Conditional ClearancesThe GAC has issued five conditional clearances in total:
Uber / Careem: This was the very first conditional clearance issued by the GAC. Commitments included fare caps, service quality improvements, a commitment to driver non-exclusivity, map data access for competitors, data access for riders, a commitment to no personalized pricing and monitoring.
Wamid / Direct Financial Network Company (Direct FN): Commitments included maintaining fairness in pricing and other commercial provisions, non-preferential pricing of Tadawul data, and sharing agreements with the GAC. The GAC will monitor these commitments for three years.
AlAlarabia Contracting Services for Technical Contracting (AlArabia) / Faden Advertising Agency (Faden): AlArabia, a dominant firm in outdoor advertising, was required to place a subsidiary, Wave Media Company, in a regulated fund.
Jahez International Company for Information Systems Technology / The Chefz: Although conditionally cleared, this transaction did not complete.
National Company for Glass Industries (Zoujaj) / Saudi Arabian Glass Company. In February 2025 the GAC announced new conditional clearance for the acquisition by Zoujaj of 100% of the share capital of Saudi Arabian Glass Company. Details of conditions have not been publicly released.
Blocked TransactionsNo economic concentrations have been blocked on competition grounds since the 2022 proposed acquisition of Best Gas Carrier Company by National Gas and Industrialization Company. The proposed acquisition of The Chefz by Delivery Hero was blocked on procedural grounds in 2021.
Under the current Competition Law the Competition Tribunal can impose a fine of up to 10% of a violator’s revenue, and/or order the reversal of a transaction undertaken in violation under the law. In practice, the latter power has never been used and fines have been somewhat lower than the maximum. While the GAC has been active in investigating cases of suspected failure to file and gun-jumping, the only penalties imposed so far remain those imposed on Panda Retail Co. (“Panda”), operator of Hyperpanda supermarkets, and Doorstep for Telecommunications and IT (“Doorstep”). Each of Panda and Doorstep received a fine of SAR 400,000 for failure to notify Panda’s acquisition of Doorstep.
In line with global best practices, GAC has strengthened its regulatory approach, requesting detailed economic impact analyses as part of the merger notification process in cases where it perceives there may be competition concerns. These analyses help determine whether a merger could lead to a substantial lessening of competition. Additionally, GAC has shown a greater willingness to consider remedies, such as divestitures, to address competitive concerns.
Looking ahead, several key trends are expected to shape the future of merger control in Saudi Arabia and the wider GCC region:
A major development in Saudi Arabia's competition landscape is the recent draft amended merger control guidelines released for public comment in July 2024, but which are not yet in force. These forthcoming guidelines represent a significant development for Saudi Arabia’s merger control regime. Please see the separate article in this issue of Law Update for some key takeaways from the draft emended guidelines, which are expected to come into force in 2025.
Notification Thresholds: Businesses must be aware of the new thresholds and ensure compliance to avoid penalties.
Filing Fees: The filing fee, while lower than before 7 June 2023 is nevertheless substantial and must be paid promptly upon the GAC’s issuance of the invoice for it or suspension or rejection of the application may occur.
Conditional Clearances: Understanding the conditions imposed previously by the GAC can help in structuring transactions to meet regulatory requirements.
Joint Ventures: Specific thresholds apply to joint ventures, and businesses should assess their transactions accordingly. Even greenfield joint ventures are captured.
Expected Developments: Stay informed about the proposed amendments to merger guidelines and prepare for stricter timelines and clearer guidelines.
Egypt went ahead with its long-promised overhaul of its merger control regime and transitioned into an ex-ante (pre-closing) merger regime which took full effect on 1 June, 2024.
These were a result of the 2022 amendments to the Egyptian Competition Law No. 3 of 2005 (the “ECL”) introducing the pre-closing regime followed by the April 2024 Ministerial Decree No 1120 of 2024, amending the executive regulations of the ECL (“Executive Regulations””) and activating the new pre-merger filing requirements.
The Egyptian Competition Authority ("ECA") then issued on 26 May 2024 (even before the June 1 implementation date) its Economic Concentration Review Guidelines ("Guidelines"), along with frequently asked questions and their answers, to serve as detailed guidelines to ensure transparency and clarity on ECA’s process.
We outline below some of the key provisions of the new merger regime:
Economic concentration is defined as any change in Control or Material Influence in a person or several persons resulting from any of the following:
The merger of one or more person(s) in an existing person, preserving its juristic personality following the merger, or establishing a new person through the merger of at least two persons that were previously independent and the cessation of their juristic personality or parts thereof;
The acquisition by one or more person(s), directly or indirectly, of the Control or Material Influence in another person or part thereof by virtue of an agreement or the acquisition of securities or assets, or any other mean. The acquisition may be individually or jointly; or
The establishment of joint project or the acquisition by two or more persons of an existing person for the purpose of establishing a joint project carrying out an independent and permanent economic activity.
The ECL defines “Control” as the ability of the controlling person(s) to have an effective impact, whether directly or indirectly, by directing the economic decisions of other person(s), either by the majority of voting rights or by preventing economic decisions of other person(s), or in any other manner. This includes any situation, agreement, or ownership of shares whatever the percentage, provided that this leads to actual control of management or decision-making.
The Executive Regulations elaborate on the definitions outlined in the ECL for “Economic Concentration within the context of pre-Merger Control”. Specifically, they adopt a strict definition for the term “Material Influence” which essentially means the ability to influence, whether directly or indirectly, the other person's policy including its strategic decisions or business objectives in the manner identified in the Executive Regulations
An economic concentration is notifiable to ECA if the transaction meets the following thresholds:
If the annual turnover achieved or the consolidated assets in Egypt of the concerned persons combined for the latest financial year according to the latest consolidated financial statements audited exceeds EGP 900,000,000 (Nine Hundred Million EGP) and the annual turnover in Egypt for at least two persons and for each of the concerned persons separately according to the latest consolidated financial statements audited exceeds EGP 200,000,000 (Two Hundred Million EGP); or
If the annual turnover achieved or consolidated assets Worldwide of the concerned persons combined for the latest financial year according to the latest consolidated financial statements audited exceeds EGP 7.5 Billion (Seven Billion Five Hundred Million EGP) and the annual turnover in Egypt for at least one of the concerned persons according to the latest consolidated financial statements audited exceeds EGP 200,000,000 (Two Hundred Million EGP).
The Guidelines clarified an important topic on the extent of local nexus required for a target in Egypt. The second threshold referred to above (i.e. the international threshold) only applies if the target entity in Egypt achieves this local turnover of 200 million Egyptian Pounds.
This is essentially one of the most significant developments given the impact it would have in excluding foreign-to-foreign transactions with no discernible connection to Egypt.
The Guidelines have confirmed another important topic which is the creation of a fast-track process for no-issue transactions. A welcome addition to the merger process. In this regard, we note that ECA timeline for review would be 20 Business Days.
The Executive Regulations prescribe the criteria’s to be considered in calculating the annual turnover and combined assets that trigger the notification threshold. They state that if annual turnover or assets are valued in a foreign currency, they should be converted to the Egyptian Pound using the official FX rate announced by the Central Bank of Egypt on the last day of the financial year of the concerned parties.
The Executive Regulations specify that all supporting documents shall be in Arabic or accompanied by an Arabic translation if they are in a language other than Arabic.
The Executive Regulations also provides that the ECA may, with approval from the Cabinet, approve an Economic Concentration even if it raises concerns regarding the freedom of competition in the market, such as in the event of financial distress of the concerned party leading to its potential exit from the market (failing firm). In addition, other consideration such as economic efficiency, and national security may also be considered by ECA.
The Guidelines ECA issued the filing forms to be used in the event of a normal filing, a filing subject to simplified proceedings as well as filing for FRA regulated activities.
Since the implementation of the new pre-merger approval on 1 June 2024, ECA received and cleared around twenty (20) transactions
In this regard, we noted that while the ECL grants ECA a specific timeframe to process the filing (between 30 business days to 120 business days depending on whether the transaction is cleared in one phase or subjected to a second phase), ECA tend to clear transactions within a much shorter timeframe.
There have been some ambiguities as to the handling of notifiable transactions in the FRA regulated activities namely on the role of both ECA and FRA and the interaction between both entities. We are expecting to see further guiding notes in that respect.
Following Saudi, Kuwait is the next regime that has also revamped its merger control framework. Kuwait has witnessed a surge in merger filings since its 2020 overhaul of its 2007 laws.
Merger control in Kuwait is governed by Law No. 72 of 2020 pertaining to the Protection of Competition along with the corresponding executive regulations issued under Law No. 14 of 2021 and the decrees that have also been issued to date (collectively the “Kuwaiti Competition Law”).
The Competition Protection Agency (“CPA”) is the authority that regulates all matters covered under the Kuwaiti Competition Law, including, but not limited to, merger control.
The Kuwaiti Competition Law requires any person (which includes natural persons as well as companies, partnerships, enterprises and any other type of non-natural person) that is involved in an ‘economic concentration’ to apply to the CPA prior to implementation of the transaction (or series of transactions) that triggers such economic concentration.
The following constitute economic concentrations:
mergers between two or more persons through either amalgamation or mixture as well as merging parts of entities that may lead to control or may increase control;
acquiring direct or indirect control by a person over another person or persons either partially or entirely. This may be established either through acquiring assets, ownership rights, benefits, purchasing shares or quotes, obligations or through any other means;
formation of a joint venture by two or more persons that will perform, on a lasting basis, an autonomous economic or commercial activity, regardless of its legal form or the activity to be practiced; and
any other case that may be determined by a decision of the CPA.
if one of the parties achieved annual sales in Kuwait above 500,000 dinars as reported in the parties most recently issued audited financial statements.
if the parties achieved aggregate annual sales in Kuwait above 750,000 dinars as reported in the parties most recently issued audited financial statements; or
if the value of registered assets of the parties in Kuwait exceeds 2.5 million dinars as reported in the parties most recently issued audited financial statements.
Absent from these thresholds is a separate local nexus test that would allow for a sufficient connection with the Kuwaiti market. The current thresholds are still low value (like the earlier Saudi Arabia thresholds) with many economic concentrations made notifiable by the parties’ combined revenues exceeding the worldwide threshold who often had very low Kuwaiti or target revenues, or both.
The CPA is a very active authority with a keen interest in growing into one of the region’s most efficient and robust merger control regimes. They have been very engaged whether in hosting local awareness programs or carrying out studies against sectors. There are high expectations for the CPA to revise its thresholds to bring its transaction notification regime in line with international best practices, particularly on the topic of a sufficient Kuwaiti nexus.
One of the effective tools the CPA has implemented is the introduction of the consultation request. The CPA allows the parties the opportunity to submit a voluntary consultation request to explain the reasons a filing is not required. It is a useful tool, especially for transactions where the parties have viable arguments against making a filing (e.g. modest Kuwaiti nexus).
Having a consultation system in place is an indication of the CPA’s willingness in having an efficient merger regime and increases the likelihood of their readiness to consider a possible revisit to the thresholds.
Kuwait has adopted a unique format in its judicial system for deciding on violations to the Kuwaiti Competition Law. Instead of referring violations to criminal courts, a special tribunal named the Disciplinary Board has been established by decision of the Minister of Trade and Industry.
In of one of the most striking positions adopted by the Kuwaiti Competition Law and CPA, decisions issued by the Disciplinary Board are final and not subject to appeal. The constitutionality of this position is now being put at test with a claim currently being viewed before the Constitutional Court[1]. It will be interesting the see the direction this case will take and the impact it may have on the critical consequences that would arise from a final Disciplinary Board decision.
[1] We understand that a decision is yet to be issued in that regard.
Pursuant to Article 34(2) of the Kuwaiti Competition Law, failure to submit an application for an economic concentration transaction (or otherwise obtain clearance) would entail a penalty of no more than 10% of the total revenues earned by the parties during the previous fiscal year. It is understood that a party’s entire global revenue is intended to be taken into account for the purposes of calculating such penalty.
It should be noted, however, that a recent decision of the Kuwait Constitutional Court casts doubt on the constitutionality of Article 34(2). On 5 February 2025, the Kuwait Constitutional Court ruled that Article 34(1) of the Kuwaiti Competition Law violates the Kuwait Constitution. Similar to Article 34(2), Article 34(1) gave the CPA the authority to assess penalties of up to ten percent (10%) of a party’s total revenue in the event that such party engaged in certain anti-competitive acts, such as price-fixing, production volume-fixing, bid-rigging and abuse of a dominant market position. The Court’s basis for such ruling was primarily centered around the Kuwait Constitution’s requirement that penalties be proportional to the seriousness of the conduct and the benefits gained therefrom, as well as the restriction on governmental bodies engaging in unjust confiscation of private property. The Court found that imposing a penalty of ten percent (10%) of all of a party’s revenue for anti-competitive offenses does not give proper consideration to the actual harm caused by those offenses or the profit gained from such conduct, and that such penalty effectively results in unjust confiscation of property without due process of law. Although the Court’s decision in that case was specifically and narrowly applied to Article 34(1), it is very likely that the Kuwait Constitutional Court would apply the same reasoning to Article 34(2) if its constitutionality is ever challenged.
Jordan has enacted key legislative measures to enhance market competition, drive economic growth, and protect consumers from unfair practices. The Amended Competition Law No. (12) of 2023 (the “Amended Competition Law”), effective since April 16, 2023, works alongside the original Competition Law No. (33) of 2004 (the “CompetitionLaw”) to regulate competition in Jordan. This update was further bolstered by the issuance of the Council of Ministers Decision No. 43223 on August 3, 2023 (the “CoM Decision”), which provides additional guidance and implementation details.
The Amended Competition Law and the accompanying CoM Decision have introduced significant changes to strengthen the regulatory framework. These amendments include:
Defining Economic Activity: Now explicitly covering industrial, commercial, tourism, trading, service, and professional sectors.
Dominance Criteria: New factors for assessing whether an entity holds a dominant position in the local market.
Exemptions Clarification: Specific entities excluded from the anti-competitive practice’s provisions.
Turnover Thresholds: Establishment of a filing requirement based on turnover, ensuring greater regulatory oversight.
Increased Penalties: Increased penalty ranges for violations, reinforcing deterrence against breaches.
The Amended Competition Law defines economic activity to include industrial, commercial, tourism, trading, service, professional, and information technology activities. This clarification identifies entities subject to competition regulation.
Manipulating quantities to create false shortages or surpluses.
Selling goods or services below cost.
The Amended Competition Law mandates approval from the Competition Directorate (the “CD”) for mergers meeting the following criteria:
Combined market share exceeding 40% in any relevant market.
Turnover thresholds:
JOD 2 million: Net annual turnover in Jordan for any single party to the transaction.
JOD 7 million: Combined net annual turnover in Jordan of all parties.
Notification must occur within 30 days of concluding the agreement leading to economic concentration.
The penalties for breaching provisions of the Amended Competition Law have doubled:
Percentage-based fines: Raised from 1-5% to 2-10% of annual sales or service revenues.
Fixed fines: Increased from JOD 5,000-50,000 to JOD 10,000-100,000 when revenue figures are unavailable.
With Jordan’s new merger control regime being quite new, it will be important to monitor further implementation to these thresholds. As it stands, the turnover thresholds are quite low, it remains to be seen whether the CD will follow the GAC’s approach and revise these thresholds.
As noted in the introductory to this article, one of the most significant challenges that businesses, practitioners, and relevant stakeholders will face is the impact a new merger regime can have on the execution of global deals in international M&A transactions. All the regimes covered above have ex-ante (pre-closing) notifications with a mandatory suspensory effect pending review.
Given the magnitude and high stakes consequences of such suspensory merger regimes, these new regimes cannot afford to be static. They will have to address challenges head on, be agile to change while they continue to refine their frameworks and align them with best international practices.
For further information, please contactUAE: Mariam SabetSaudi: Chris Webb & Omar HumaidEgypt: Khaled Attia & Chahira BachaKuwait: Aaron Dikos Jordan: Hamzah Abu Hassan
Published in February 2025
