EGYPT

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Content last updated: 20-03-2020

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  • Merger Control Regime
  • Merger Screening
  • Merger Filing

1. Supranationality

1.1 Membership of Supranational Organization

1.1.1 Is the jurisdiction a member of/party to a supranational jurisdiction?

Egypt is a member of the African Economic Community (AEC).

1.1.2 Is the jurisdiction itself a supranational jurisdiction?

No.

1.1.3 If the answer to Section 1.1.1 and/or 1.1.2 above is in the affirmative, what are the implications hereof?

As a member of the African Economic Community (AEC), Egypt is subject to the supranational authority of the Common Market for Eastern and Southern Africa (COMESA), which is a free trade area and is one of the pillars of the AEC.

This means that if the concentration meets the turnover thresholds applicable for COMESA’s merger control regime, the concentration must be notified to COMESA and Egypt is precluded from applying its own domestic merger control rules to the transaction.

However, this is not entirely supported by national law in every member state.

In member states where there is no established domestic competition authority there is generally not an issue, but in states where there is a competition authority, the issue becomes more complex and risky, since undertakings may face significant penalties for failing to notify a domestic authority.

Kenya, for instance, explicitly requires domestic notification.

Only some other domestic authorities have confirmed that domestic notification is not required if COMESA is notified.

2. Nature of merger control regime

2.1 Mandatory or voluntary

2.1.1 Is filing mandatory or voluntary?

Mandatory.

2.2 Suspensory effect

2.2.1 Must completion of the transaction await clearance by the relevant authorities?

Egypt operates on a post-closing notification scheme. Hence, there is no suspending effect on the transaction and the transaction may be implemented before clearance is obtained.

1. What type of transactions are caught by the merger control regime?

1.1 Concentrations

1.1.1 Type of transactions that are caught by the merger control rules?

The kinds of transactions that are caught by the merger control rules are defined widely and include a very wide range of transactions, including mergers acquisitions, asset deals, proprietary rights, usufruct, shares or sets up a union, joint management.

Specific thresholds relating to control exist only for banks.

2. Establishing jurisdiction for notification of mergers

2.3 General thresholds

2.3.1 Threshold(s) for when a concentration must be notified under the general merger control regime?

Merger filing is needed if the turnover in Egypt of the undertakings concerned exceeded EGP 100,000,000 in the last financial year.

On November 25, 2020, the Egyptian Council of Ministers announced that it has approved a draft proposal to amend the Law on Protection of Competition and Prohibition of Monopolistic Practices No. 3 of 2005 ("Competition Law"). The proposed amendments to Egypt's Competition Law have not been published yet, so the details remain unclear.

2.4 Other national thresholds for ex ante merger control (e.g. sector-specific rules)

2.4.1 Relevant thresholds for sector-specific or other ex ante merger control rules?

Special rules apply on mergers in the telecommunications and financial industries.

2.5 Foreign-to-foreign mergers

2.5.1 Do any exemptions, special thresholds etc. apply to foreign-to-foreign mergers, i.e. where none of the undertakings concerned is domiciled in the jurisdiction?

Foreign-to-foreign mergers have to be notified if one of the undertakings concerned had a turnover in Egypt exceeding EGP 100,000,000 in the last financial year.

1. Practical information

1.2 Deadlines for filing

1.2.3 What are the sanctions for not filing a notifiable transaction?

Failure to notify a transaction is a criminal offence that punishable by a fine ranging between EGP 20,000 and EGP 500,000

In cases of repeat offences, the amount of the fine can be doubled.

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