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[null,"Prepared By:","Contributors:"]
[null,"Law Firm of Mohamed Al-Sharif"]
[]
[]
[]
["Lex Mundi Global Merger Notification Guide"]
[]
["Report Generated: 5/1/2025"]
[]
["View your report results on next tab"]

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["Question","Saudi Arabia"]
["Lex Mundi Merger Notification"]
["Is there a regulatory regime applicable to mergers and similar transactions?","Competition Law, issued by \nRoyal Decree No. M/75, dated 29/06/1440 H (corresponding to March 6, 2019), Published in \nUm Al Qura, issue No. 4772, dated March 29, 2019; in force as of Sept. 26, 2019.\nImplementing Regulations of the Competition Law, issued by \nResolution No. 337 of the Board of Directors of the General Authority for Competition, dated 25/1/1441 H (corresponding to Sept 25, 2019).\n"]
["Identify the applicable national regulatory agency/agencies.","The General Authority for Competition (“\nGAC”).\n"]
["Is there a supranational regulatory agency (e.g., the European Commission) that has, or may have exclusive competence? If so, indicate.","No. \n"]
["Are there merger filing requirements? If so, where are they set out?","Yes; \nthe Merger Review Guidelines."]
["What kinds of transactions are \"caught\" by the national rules? (Identify any notable exceptions.)","Full or partial transfer of assets, rights, stocks, shares, or obligations of one entity to another, or the amalgamation of two (2) or more managements into joint management where the “total annual sales value” for all entities combined exceeds two hundred million Saudi riyals (SAR 200,000,000).\n"]
["Is notification required for minority investments?","Yes. \n"]
["Are foreign-to-foreign transactions captured by the merger control regime, and is there a local effects test?","Yes. There is no local effects test—any effect at all will render the transaction reportable.\n"]
["What are the relevant thresholds for notification?","See our responses to the previous sections 5-7 above.\n"]
["Is the filing voluntary or mandatory?","The filing is mandatory.\n"]
["Provide the time in which a filing must be made.","No fewer than ninety days prior to the expected date of merger completion.\n"]
["Is there an automatic waiting period? If so, please specify.","No. \n"]
["What are the form and content of the initial filing?"," General information regarding the merging entities is entered in an online application . The application includes: \n \n general information on the nature of the transaction and identifying information of the parties thereto; \n incorporation documents, licenses, and financial statements of all parties; \n attested powers of attorney issued by all parties; \n relevant sectors and markets affected; \n potential impact of the merger on competition in general; \n key clientele; \n key competitors; and \n any other data, information, or documents requested by GAC . \n "]
["Are filing fees required?","Yes. Filing fees are capped at two hundred fifty thousand Saudi riyals (SAR 250,000).\n"]
["Please provide an overview of the merger review process. Are there time limits within which the regulatory agency must act? Can they be shortened by the parties or be extended by the regulatory agency?"," \n The application must be made at least ninety days prior to the merger, starting from the date the GAC notifies the applicant that the application is complete (the GAC reserves the right to request additional documentation following the notification). \n Fees must be paid after the GAC issues the completion notification. \n The GAC issuance of approval, conditional approval, or prohibition, approximately ninety days following submission. \n The GAC allows a procedure for rulings of “no jurisdiction,” thereby avoiding the full notice and related filing fee requirements. \n "]
["What is the substantive test for clearance?","Whether or not the \nGAC determines that the merger will unfairly affect competition to the detriment of consumers.\n"]
["What decisions can the agency make in relation to a notified merger (e.g. approval, approval with conditions or prohibition)?","Approval, conditional approval, or prohibition.\n"]
["Can parties proactively offer commitments to the agency to remedy identified competition concerns?","Yes. \n"]
["Describe the sanctions for not filing or filing an incorrect/incomplete notification.","Fines not exceeding 10% of the total annual sales turnover of the parties or not exceeding ten million Saudi riyals (SAR 10,000,000) if it is impossible to estimate the annual sales. Alternatively, the \nGAC also has the discretion to issue fines not exceeding three times the gains earned by the violator as a result of the violation.\n"]
["Describe the penalties applicable to the implementation of a merger before clearance or of a prohibited merger.","See previous section above. \n"]
["Can the agency review and/or challenge mergers that are not notifiable?","Yes.\n"]
["Describe the procedures if the agency wants to challenge an unnotified transaction.","Not specified beyond the issuance of fines.\n"]
["Describe, briefly, your assessment of the regulatory agency's current attitudes/activities, including enforcement trends and recent developments.","The \nGAC has been aggressively asserting its authority over all mergers with even \ndi minimis effects on the Saudi market, but has recently raised the global sales threshold from one hundred million Saudi riyals (SAR 100,000,000) to two hundred million Saudi riyals (SAR 200,000,000) and decreased the maximum fines from four hundred thousand Saudi riyals (SAR 400,000) to two hundred fifty thousand Saudi riyals (SAR 250,000).\n"]
["Other important/notable information:","Unlike in other jurisdictions where the competition authority targets horizontal combinations in restraint of trade, the Saudi \nGAC also targets vertical combinations, which could negatively impact mergers that for example seek to combine suppliers with their distributors.\n"]