For decades, M&A transactions in Egypt could close first and notify the regulator later. That changed in 2024, and it has quietly reshaped how every serious corporate transaction in the country is planned, timed, and documented. Any client — local or foreign — structuring an acquisition, joint venture, or restructuring in Egypt today needs to understand this regime before, not after, signing.
From Post-Closing Notice to Pre-Closing Clearance
Egypt’s Competition Law No. 3 of 2005 was amended by Law No. 175 of 2022, introducing the country’s first genuine pre-closing merger control regime. The mechanism remained suspended for over a year pending implementing rules, until the Prime Minister issued the Executive Regulations under Decree No. 1120 of 2024 on 4 April 2024, which brought the regime into force on 1 June 2024.
The shift is fundamental. Under the old rules, parties could close a deal and notify the Egyptian Competition Authority (ECA) afterward, with a low threshold of roughly EGP 100 million in combined turnover. Under the new regime, qualifying transactions cannot be completed at all until the ECA has granted clearance — a standstill obligation with real teeth.
Which Deals Are Caught Under ECA Merger Control
The regime applies to “economic concentrations” — a broad category covering mergers, acquisitions of control, and full-function joint ventures. Notification is mandatory once either of two alternative thresholds is met.
Egypt Merger Control Thresholds Explained
- Domestic threshold: the combined Egyptian turnover or asset value of all parties to the transaction exceeds EGP 900 million in the last audited fiscal year, provided at least two of the parties each have Egyptian turnover above EGP 200 million.
- International threshold: the combined worldwide turnover or assets of all parties exceeds EGP 7.5 billion, provided at least one party’s Egyptian turnover exceeds EGP 200 million — a test that can bring purely cross-border transactions with limited Egyptian nexus within scope.
Thresholds are calculated from consolidated audited financial statements, with foreign-currency figures converted into Egyptian pounds at the Central Bank’s rate for the relevant fiscal year — a detail that matters given the pound’s recent volatility and can push transactions over the line unexpectedly.
Importantly, “control” does not require a majority stake. Minority shareholdings paired with rights that confer material influence over strategic decisions can also trigger the obligation, an area the ECA’s own guidance treats as still evolving.
The Review Timeline
Once a complete filing is submitted, the ECA has 30 working days for its initial review, extendable by a further 15 working days. If the authority identifies competition concerns at that stage, the transaction moves into a second, more detailed phase of review. Deal timetables — and the conditions precedent in transaction documents — now need to build in this window as a matter of course, not as an afterthought.
What Happens If You Get It Wrong
The regime is backed by meaningful enforcement powers. Beyond the risk of an unwound transaction, parties who cannot properly substantiate their turnover or asset figures can face fines in the range of EGP 30 million to EGP 500 million. The ECA has also shown it is an active regulator: it has already cleared a steady stream of notable transactions across banking, energy, and industrial sectors since the regime took effect, signalling that filings are being reviewed in practice, not just on paper.
What This Means in Practice
For anyone structuring a transaction touching Egypt, three things follow from this regime:
- Build the analysis in early. Threshold calculations should be run at the term-sheet stage, not during due diligence, since they affect both deal timing and the conditions precedent that need to go into the SPA.
- Treat the standstill obligation as absolute. Closing before clearance is not a technical breach — it exposes the transaction itself to challenge.
- Don’t assume a minority deal is safe. Where a transaction grants board seats, veto rights, or similar influence, a merger filing analysis is worth running even below a controlling stake.
Egypt’s merger control regime has brought the country’s M&A framework closer to international standards, but it has also added a mandatory, non-negotiable step to every qualifying deal. Getting the threshold analysis and filing strategy right from day one is now as important as the commercial negotiation itself.
This article is for general informational purposes and does not constitute legal advice. For guidance on a specific transaction, please contact Al Majidi Law Firm’s Corporate and M&A team.