ECA Releases Report on Merger Control Activity. Practice Does Not (Always) Match the Report’s Findings.

On 10 March 2025, the Egyptian Competition Authority (ECA) released its inaugural statistical report on merger control activities. The report covers the Egyptian merger control regime, which came into force on 1 June 2024. The report offers a snapshot of the ECA’s merger control activities during the initial six months of activity. However, the details provided on review times do not provide a full picture. Since the report does not include pre-filing scrutiny applied by the ECA after initial submission, review times provided in the report do not reflect practical experiences. Furthermore, the report remains high level and lacks details that would allow for a meaningful assessment of the ECA’s positions on merger control concepts and their interpretation of the Egyptian Competition Law.

Transactions reviewed

According to the report the ECA received a total of 60 notifications from 1 June through 31 December 2024. 28 notifications were processed through the regular phase 1 procedure. 32 were reviewed under the simplified process. 87% of notifications received were approved unconditionally, 11% were approved conditionally, and 2% were deemed non-notifiable, as they did not meet the requirements for notification. The report does not provide details on the structure or specifics of transactions reviewed or the ECA’s findings. Also, the report does not elaborate on the criteria considered by the ECA in evaluating transactions. The report does not break down the data by transaction type and does not distinguish between foreign-to-foreign and domestic transactions. Instead, the report only presents aggregate figures, without offering insight into the specific transactions being reviewed.

Sectors notifications related to

The report provides high level breakdown of notifications received by sector. According to the report the logistics, construction, and financial and insurance sectors each accounted for 11% of the total notifications received. The information and communication, and pharmaceutical sectors followed with each representing 9% of notifications. The wholesale and retail trade, food, manufacturing, and mining and quarries each represented 7%, while the manufacturing of non-metallic mineral products, chemicals, and smelting sectors each accounted for 5%. Sectors with smaller representation collectively contributed approx. 5% of the notifications received.

Review periods — report and practice

The report indicates that on average regular phase 1 reviews were processed in 16 business days. Simplified notifications were completed in about 14 business days. However, these figures do not represent the actual time it will take to conclude a merger control review. Also, the review times do not appear realistic given the statutory review process.

The review timelines provided in the report appear to only consider the time from official start of the statutory review period until clearance. The statutory review period commences with the ECA confirming that filing is complete and making an announcement of the notification received. Following this announcement there is a 15 business days’ waiting period during which affected third parties can raise concerns. Given the 15 business days’ waiting period, the 14 business days’ average review time for simplified procedure appears questionable. Moreover, in practice the ECA conducts an extensive pre-filing review, which substantially impacts timelines.

Neither the Egyptian Competition Law nor their Executive Regulation provide for a pre-filing phase. Initially, the ECA announced they would take a maximum of 5 business days to confirm completeness of filing. In practice, the ECA takes about 30 to 50 business days as of initial submission to confirm completeness of filing. During this unofficial pre-filing phase, the ECA will review the filing form and supporting documents received. However, instead of a cursory review to determine whether the filing is complete, the ECA conducts a comprehensive, material review. This includes them issuing material RFIs addressing market information, deal structure, and competitive assessment. Effectively, the ECA seeks to clarify all questions and complete their assessment before they confirm completeness of filing and start the statutory review period.

Issues causing delay

During the unofficial pre-filing phase, the ECA may challenge market definition, even if such market definitions are established practice in other jurisdictions and supported by substantial precedence. The may ECA explore sub-segmentations dismissed by other, established competition authorities and requesting market data in a granularity that goes beyond general market practice, even in transactions with no or low impact in Egypt. Furthermore, case handlers have in some cases pushed back on explanations of parties and counsel that data is not available in the detail or segmentation requested. This is at least in part due to the previously more prosecutorial role of the ECA.

Prior to the new regime coming into force on 1 June 2024 there was effectively no merger control department at the ECA. The current department was built drawing from existing staff of the ECA as well as new hires. Given the focus of the ECA until 1 June 2024 existing staff were largely engaged in monitoring and persecuting antitrust violations such as cartels, market dominance, and bid rigging. Drawing from this background ECA staff now part of the merger department often take a prosecutorial approach.

This shows for example in case handlers formulating (and treating) requests more like orders and being more suspicious when evaluating responses from parties compared to other authorities in the MENA region and beyond. This approach often leads to excessive rounds of questions and discussions, which can cause delay.

Furthermore, case handlers and legal experts of the ECA have limited experience merger control reviews, which poses some challenges with non-straight forward deal structures. Where deal structures deviate from simple formats, the ECA will pose extensive questions on transaction steps, post-deal governance structures, and factors driving deal structures. Detailed explanations considering the context of the Egyptian legal system, which legal experts at the ECA will draw from when reviewing deal structures, will have to be provided to resolve issues.

Similarly, corporate law matters the ECA is unfamiliar with may cause delay. In foreign-to-foreign transactions corporate structures, governance, and management of the parties that differ from Egyptian law may lead to extensive questions from the ECA. Furthermore, public mergers have posed some issues thus far. Case teams have pushed on receiving accurate descriptions of shareholding in listed targets post closing. Also, the authority has challenged explanations that such information cannot be accurately provided given the dynamics of stockholding in listed companies and the fact that companies will not have access to information on small stake sales of their shares.

Realistic timelines

Due to these issues review times are in fact considerably longer than indicated in the report. Review times tend to be somewhat shorter in small, simple domestic transaction. However, where transactions involve foreign parties or deal Structures that are not very simple, parties should assume review times of between 50 to 75 business days as of initial submission in no to low issues cases. Transactions that pose actual competition concerns in Egypt will likely take longer. Still, since the ECA has to date not initiated a phase 2 review, this remains speculation.

What the report tells us and what parties need to consider

While the report offers a high-level overview of the number of notifications and sectors concerned, it leaves several key questions unanswered. The report does not provide details on the specifics and nature of transactions notified, the types of parties involved, the ECA’s findings, and the criteria applied by the ECA to assess transactions. Hence, the report does not allow for a meaningful assessment of the ECA’s activities. Parties will have to continue to rely on experienced council to assess the Egyptian merger control regime and its interpretation and application by the ECA. Still, these shortcomings may be due to this being the first report on merger control activities issued by the ECA and that it was issued at a very early stage. It remains to be seen whether future reports will be more detailed. Additional detail and depth would help to ensure a clearer understanding of the ECA’s view on the regulatory framework and enable stakeholders to better assess the impact of merger control practices in Egypt.

Still, a point of concern is the representation of review times in the report. For one, the review times provided do not appear to line up with the statutory review process. Given that a 15 business days’ waiting period will apply after the notification is deemed complete and has been announced to the public, review timelines of 16 business days in phase 1 and 14 business days in simplified procedure do not match. Also, the review times included in the report do not reflect the full review process. They appear to disregard the often lengthy unofficial pre-filing review conducted by the ECA. In practice parties should expect the merger control review process—except where notifications concern small, simple domestic transaction—to take 50 to 75 business days from initial submission to clearance in no to low issue cases. Furthermore, parties should expect detailed questions on the transactions as well as the parties during the unofficial pre-filing review. These may often include requests by the ECA to hold meetings, even if the transaction does not pose concerns. Meetings may be limited to counsel only. In some instances, case handlers may insist on party representatives taking part in the meetings. However, meetings can typically be held remotely; thus, not necessitating travel to Cairo in where foreign parties are involved.