By Tyla Lee Coertzen and Holly Joubert

In June 2025, the Egyptian Competition Authority (“ECA”) released a soft-law guidance tool entitled “Q&As concerning the ex ante control of economic concentrations pursuant to Law no. 3/2005 on the Protection of Competition and Prohibition of Monopolistic Practices and its amendments” (the “Q&A”), which provides a number of clarifications with respect to its merger control regime. We summarise the most notable features of the Q&A below, with respect to notification thresholds and procedure.

1. Notification Thresholds

The Q&A provides clarity as to the definition of an ‘economic concentration’ notifiable with the ECA. In this regard, an ‘economic concentration’ is defined as any ‘change of control or material influence’. The ECA’s determination of a change of control follows the ordinary standards, such as owning over half of the total voting rights or shares in a firm, the ability to use or exploit the majority of assets of another firm, any acquisition of rights which confer the ability to appoint the majority of directors or control the decisions of the board of a firm. The ECA will further consider material influence to arise where a person obtains ownership of 25% or more of the total voting rights of another person, essentially conferring special rights or veto rights in respect of a firm. The Q&A clarifies in this regard that owning less than 10% of the total rights, shares, or stocks is not likely to result in material influence.

Additionally, the ECA reaffirmed that market shares are irrelevant to the notification requirement. If parties in a transaction meet the specified threshold, a filing is a mandatory step regardless of their market position.

Helpfully, the Q&A provides helpful insight in relation to the ECA’s financial thresholds required for notification of economic transactions. Generally, the ECA prescribes both a domestic threshold and an international threshold:

Domestic	Worldwide
Threshold met if the combined annual turnover or asset value (whichever is higher) of parties to the economic concentration in Egypt equals or exceeds EGP 900 million (c. USD 19 million) and individually each party exceeds turnover of EGP200 million (c. USD 4 million) in Egypt.	Threshold met if the worldwide combined annual turnover equals or exceeds EGP 7.5 billion (c. USD 159 million) and the target firm exceeds turnover in Egypt of EGP 200 million. (c. USD 4 million)

• Clarity in respect of the ECA’s simplified notification procedure  

Under the ECA’s notification procedures, it prescribes the ability of parties to notify economic concentrations under a ‘simplified procedure’. This procedure was introduced to enable low-risk transactions that will not result in substantial competition concerns, and which are capable of expeditious review to be assessed and cleared within 20 business days. Under the ordinary notification procedure, the ECA prescribes a review period of 30 business days for Phase 1 notifications and 60 business days for Phase 2 (complex) notifications. Additionally, both Phases 1 and 2 reviews are capable of being extended by a further 15 business days if remedies are proposed.

Under the simplified notification procedure, parties are required to complete a short-form notification file with the ECA, which significantly assists in the preparation and finalisation of economic concentration notifications, particularly with respect to large-scale multinational transactions.

The simplified procedure is, however, only available to parties who meet the notification thresholds prescribed above and who also fall within the following simplified financial thresholds. These are also split between a domestic and worldwide threshold:

Domestic	Worldwide
Domestic threshold will be met where the combined annual turnover or asset value of the parties in Egypt does not exceed EGP 2 billion.	Worldwide threshold will be met where the annual turnover or asset value in Egypt of the target does not exceed EGP 500 million. (c. USD 10.6 million)

John Oxenham, director at Primerio notes that “Importantly, prior to utilising the simplified procedure and in order to prevent delays in assessment, parties should be minded to engage with the ECA as to whether these requirements are met, particularly where it appears that parties are able to meet one of the simplified thresholds.”