EGYPT Law and Practice Contributed by: Alex Saleh, Asad Ahmad, Khaled al-Khashab and Mounir Hany, GLA & Company
billion (approximately USD150 million), provided that the annual turnover in Egypt for at least one of the parties involved in the last audited consoli - dated financial statements exceeds EGP200 million (approximately USD4 million). For the purposes of applying the worldwide notifica - tion thresholds set out in Article 19 bis (b) of the Egyp - tian Competition Law, the target’s annual turnover in Egypt must exceed EGP200 million in the last year, according to the last audited consolidated financial statements. The Egyptian Competition Law and its Executive Regulations do not specify any exceptional rules for specific sectors regarding the notification require - ments for Financial Thresholds and their calculation methods. 2.6 Calculations of Jurisdictional Thresholds Under Article 53 of the Executive Regulations, the annual turnover or the value of assets is calculated by identifying the generated annual turnover or value of assets for the last year in the last audited consolidated financial statements for each of the persons involved, excluding the sellers, conditional upon their exit from the target after the implementation of the “economic concentration”. Where the seller(s) remain among the related parties of the target after the implementation of the transaction, the seller(s) annual turnover and that of its related par - ties will be included in the annual turnover of the per - sons concerned with the “economic concentration”. If the generated annual turnover or value of assets in the last year is in a foreign currency, they are con - verted into Egyptian pounds according to the average official exchange rate for the purchase and sale of foreign currencies announced by the CBE on the last day of the financial year for the persons concerned with the “economic concentration”. 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds See 2.6 Calculations of Jurisdictional Thresholds .
Under Article 55 of the Executive Regulations, the obligation to notify falls on the following persons (depending on the case). • The acquiring person(s), in the case of an acquisi - tion that leads to sole or joint “control” or “material influence” over one or more persons. • The merged persons in the case of a merger. • The acquiring persons are in the case of an acqui - sition for the purpose of establishing a joint ven - ture. • The persons establishing a joint venture. 2.8 Foreign-to-Foreign Transactions Foreign-to-foreign transactions are subject to the ECL, Amendments and Executive Regulations. In the event foreign-to-foreign transactions fall under the definition of “economic concentrations” and meet any of the Financial Thresholds set out in Article 19 bis of the Egyptian Competition Law, then it is compulsory for parties to file a notification prior to closing (see 2.5 Jurisdictional Thresholds ). 2.9 Market Share Jurisdictional Threshold No market share jurisdictional thresholds are specified under the merger control regime. The Amendments and the Executive Regulations specify that both national and international, as well as combined and individual, annual turnover of the parties involved in the transaction is applicable. 2.10 Joint Ventures The Egyptian Competition Law does not expressly use the term “full-function joint venture” in its provisions. However, it does expressly apply these principles to distinguish between a “full-function joint venture” and a non-full-function joint venture (a “full-function joint venture” will be notifiable to the ECA. The ECA does expressly use the term “full-function joint venture” in its Guidelines. Under the Egyptian Competition Law and Executive Regulations, joint ventures are notifiable to the ECA if they meet the following conditions.
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