EGYPT Trends and Developments Contributed by: Mohamed Hashish, Farida Rezk, Omar Aboul-Ella and Mariam Rabie, Soliman, Hashish & Partners
countries may be treated as an Egyptian national for desert land ownership, unless granted such ownership under the Investment Law. Merger Control The amendments made to Antitrust Law No 5 of 2003 ( “Antitrust Law” ) in December 2022 replaced the post-notification regime for a trans - action with the newly introduced pre-merger control system, whereby the Egyptian Com - petition Authority (ECA) is given the authority to review and approve proposed mergers and acquisitions prior to entering into the transac - tion. In April 2024, the Egyptian Prime Minister issued Decree No 1120 of 2024, enacting the Executive Regulations of the Antitrust Law and thereby implementing the new amendments. The new pre-merger control system went into effect as of 1 June 2024 and requires pre- approval from the ECA with respect to any trans - action (eg, merger, acquisition, joint venture) that constitutes an “economic concentration” and meets the thresholds set under the Antitrust Law, by virtue of an economic concentration notification file with certain required documents attached. An economic concentration is defined as any change of control or material influence as a result of a merger or acquisition or the estab - lishment of a joint venture. Following the new pre-merger control regime, the ECA has approved – amongst many other economic concentrations – the following notable transactions in 2024 and 2025: • the acquisition of 41% of the total shares of Italia Trasporto Aereo S.p.A. (ITA Airway) by Deutsche Lufthansa AG (Lufthansa Group); • the acquisition of collective control of Sauber Holding AG, a Swiss motorsport engineering company, by Qatar Holding LLC;
• the acquisition of 75% of the total shares of Closure Systems International Egypt by CDS Lavorazini Materie, Plastica S.r.l.; and • the acquisition of DS Smith by International Paper, in a deal that is estimated to be worth USD7.2 billion. Furthermore, the Financial Regulatory Authority (FRA)’s notification and pre-approval is required for any potential transaction that constitutes an “economic concentration” and fulfils the financial thresholds, provided that the persons concerned with the economic concentration exercise one of the activities under FRA’s supervision, namely securities and capital markets activities, insur - ance, reinsurance or insurance brokerage activi - ties, mortgage finance activities, financial leasing activities, securitisation and factoring activities, and microfinance activities. Fintech Fintech has been newly introduced in 2020 in Egypt as part of the issuance of the new Banking Law No 194 of 2020 with the purpose of promot - ing financial inclusion and the digitalisation of the financial sector in Egypt. However, the pos - sibility of obtaining a fintech licence for the bank - ing sector is still pending the issuance of further regulations in this regard by the CBE. Fintech has since been further regulated in non-banking financial services (NBFS) by the issuance of the new Fintech Law No 5 of 2022 and its Executive Regulations ( “Fintech Law” ), which facilitate the integration of technologies into NBFS and set out the regulatory framework for the licensing scheme for such services from the FRA. These services include, inter alia, insurtech, micro - finance, robo-advisory, artificial intelligence, mobile applications and digital platforms. In July 2023, the CBE issued regulations regarding the licensing and regulatory framework for digital
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