EGYPT Law and Practice Contributed by: Alex Saleh, Asad Ahmad, Khaled al-Khashab and Mounir Hany, GLA & Company
• non-implementation of the “economic concentra - tion” would result in the exit of one of them from the market (failing firm); • implementation of the “economic concentration” would lead to economic efficiency that outweighs its anti-competitive effects; or • “economic concentration” is related to the protec - tion of national security. Failing Firm The conditions that have to be met to benefit from the failing firm exception are as follows: • one of the concerned persons has financial difficul - ties in a way that leads to the exit of that person and their assets from the market; and • there is no less anti-competitive alternative than the “economic concentration”. Economic Efficiency The conditions that have to be met to benefit from the economic efficiency exception are as follows: • the economic efficiency must be verifiable; • the economic efficiency cannot be achieved other than through the implementation of the “economic concentration”; and • the economic efficiency should benefit consumers. 2.15 Circumstances Where Implementation Before Clearance Is Permitted The circumstances under which the authorities will permit closing before clearance are not addressed under the Egyptian Competition Law. However, the ECA may, on a case-by-case basis, be approached to grant stakeholders clearance for a carve-out arrange - ment. 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification The ECA must be notified of any “economic concen - tration” that meets the conditions set out in Article 19 bis of the Egyptian Competition Law before it is implemented. The notifying person must submit a written request, whether electronically or on paper, to the ECA to schedule a date for the submission of the
notification file. The ECA will then set a date within a maximum of two working days from the date the request is submitted. It is preferable to submit the notification file at any of the following phases: • the conclusion of a memorandum of understanding or letter of intent (preliminary agreement); • the conducting of serious negotiations regarding the “economic concentration”; • the announcement of the purchase offer; or • the conclusion of any other agreement that may lead to the acquisition of “control” or “material influence”. 3.2 Type of Agreement Required Prior to Notification The concerned parties may submit a copy of the let - ter of intent, memorandum of understanding, sale/ purchase agreement, purchase offer, due diligence report, shareholders’ agreement or any other agree - ments that transfer “control” or “material influence” to the person. 3.3 Filing Fees The filing fees will not exceed EGP100,000 (approxi - mately USD2,000). However, additional publication expenses will be payable. The Executive Regulations specify the applicable fee categories. • A fee of EGP80,000 (approximately USD1,600) if the combined annual turnover or value of assets in Egypt of all of the concerned parties is between EGP900 million and EGP1 billion (approximately USD17.8 million and USD19.8 million). • A fee of EGP90,000 (approximately USD1,800) if the combined annual turnover or value of assets in Egypt of all of the concerned parties is between EGP1 billion and EGP1.5 billion (approximately USD17.8 million and USD30 million). • A fee of EGP100,000 (approximately USD2,000) if the combined annual turnover or value of assets in Egypt of all of the concerned persons exceeds EGP1.5 billion (approximately USD30 million).
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