Surge of Merger Control in the Middle East
Competition Focus
The recent surge of new merger control regimes in the Middle East is noteworthy in its ripple effect. 2019 is the year it all started, with Saudi Arabia leading the way with a complete overhaul of its competition laws, including its merger regime.
Law Update: Issue 374 - Competition Focus
Mariam Sabet Partner,Antitrust & Competition
The recent surge of new merger control regimes in the Middle East is noteworthy in its ripple effect. 2019 is the year it all started, with Saudi Arabia leading the way with a complete overhaul of its competition laws, including its merger regime. Kuwait followed in 2020, Egypt in 2022, Jordan, and UAE in 2023.
All these regimes have ex-ante (pre-closing) notifications with a mandatory suspensory effect pending review. They are shaking off their latecomer status and catching up on lost time at an accelerated pace.
As a result of the growing merger control regimes in the region, the competition authorities of several Arab countries have started collaborating to detect violations in the region.
In March 2022, the Arab Competition Network (ACN) was launched in Cairo to coordinate collaboration efforts among the competition authorities of 17 Arab countries namely Algeria, Bahrain, Egypt, Iraq, Jordan, Kuwait, Lebanon, Libya, Morocco, Oman, Palestine, Qatar, the Kingdom of Saudi Arabia, Sudan, Tunisia, United Arab Emirates and Yemen.
The ACN was created to support its members in the Middle East and North Africa region in developing their merger control and antitrust regimes and enforcement activities. It has similar objectives to those of the European Competition Network (ECN).
Since then, the ACN has begun organizing multilateral workshops, trainings, and meetings for its member competition authorities to maintain fair competition in the market.
The existence of such a regional network is promising and it will be interesting to see the role the ACN may play in advocating for a harmonized framework of its members' regulatory practices.
From a merger control perspective, one of the biggest challenges businesses, practitioners, and relevant stakeholders face is the impact these new and emerging competition regimes may have on deal execution. One of the key consequences of this Middle East surge is that international M&A transactions that trigger the relevant jurisdictional thresholds will have to comply with national merger control regimes in the region.
This means that additional layers of complexity are now added to the ever-growing checklist of deal execution. Businesses must navigate those unchartered and unfamiliar regulatory frameworks in these Middle Eastern regimes.
Some of these challenges include concerns over low triggering thresholds, lack of sufficient local nexus, burdensome formalities (translation and legalization requirements for some regimes), and uncertainty in the review timeline.
Given the magnitude and high stakes consequences of ex-ante (pre-closing) and 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.
There have been promising signs of agility with Saudi Arabia revising its thresholds twice already in 2023 to address concerns that too many low transactions were being caught by the former threshold (see Saudi section).
Egypt is another example where it already revised aspects of its newly revamped merger regime (even before it entered into force) and issued additional explanatory guidelines to further clarify certain processes (see Egypt section).
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 (see UAE section in following article). In addition, its much-anticipated new implementing regulations is set for its 2025 release. 2025 is the year that all eyes will be on the United Arab Emirates.
With all these regimes bursting into the scene, transactions with multijurisdictional filings in the Middle East face uncertainties associated with differing processes particularly from a procedural aspect along with lack of sufficient local nexus concerns.
Some of the uncertainties associated with new regimes can be mitigated by creating a fast-track route for no issues transactions, simpler notification process and shorter review timelines. In addition, ensuring there is a discernible local nexus in place to eliminate unnecessary foreign to foreign no impact transactions.
This law updates features the following articles that provides a snapshot from the key takeaways for some of these Middle Eastern regimes. These regimes are at different stages of maturity, and it will be interesting to witness how they interact, compare notes, and agree on best practices. The ACN to may play a pivotal role in aligning these regimes together and consider a certain level of harmonization or convergence between these regimes, at least from a procedural level, to help curb the challenges associated with the burst of these new regimes.
For further information,please contact Mariam Sabet.
Published in February 2025
