Israel

The merger control legislation comprises:

• the Economic Competition Law (5748-1988) (the “Law”);
• the Israeli Competition Authority (ICA) Guidelines for Reporting and Evaluating Mergers; and
• the ICA Opinion 2/11: Guidelines regarding remedies for mergers.

Filing is mandatory where the thresholds are met. See the questions under Section 3.

The ICA, which is independent of government, reviews mergers and is the decision-maker agency. An ICA decision can be appealed to the Competition Tribunal and then to the Israel Supreme Court.

The merger control regulations apply similarly across all sectors.

There are no supranational merger control framework or other merger regimes which sit within Israel.

The ICA may approach relevant foreign competition authorities (prominently, the European Commission and the U.S. Department of Justice/Federal Trade Commission) in cross-border mergers to exchange opinions and may sometimes defer its decision until the merger is approved by them.

In April 2026, the ICA published new merger review guidelines for public consultation, intending to replace the ICA Opinion 1/11: Horizontal Merger Guidelines, from 2011. Although the ICA stated that the new guidelines are not expected to materially change its current substantive approach, they in fact impose more restrictive elements in certain parts of the review process, such as a structural presumption in horizontal mergers, while also expanding the discussion of other areas, particularly guidelines for the assessment of vertical and conglomerate mergers which were not available under the previous framework.

Change of control is not required, since minority share acquisitions of more than 25% of means of control also qualify as notifiable mergers. See the questions under Section 3.

There is no defined minimum shareholding threshold, but any acquisition of less than 25% may still trigger merger control if it amounts to control (including negative or joint control such as in veto or other preferred rights) or if it confers additional rights or a material influence over the target which is greater than the pro-rata share holding. These cases, however, are an exception.

Acquisitions that amount to the crossing of additional 25% tranches would also trigger a separate notification; particularly when crossing from more than 25% to 50% or more shareholding.

Temporary changes of control are caught, but in relevant cases the ICA may exempt the parties from a formal filing.

Material assets acquisition which constitutes a substantial part of the seller’s competitive capacity in a distinct line of business (know-how, inventory, machinery, customer lists, brand, and intellectual property rights); share acquisitions (see Question 2.1, above); mergers; long-term leases, management agreements etc.; joint ventures (see Question 2.4, below) and pure contractual rights. All may be notifiable. 

Acqui-hires may also be notifiable, depending on the materiality of the acquired human capital to the relevant business activity carried on by the target.

Options, warrants and convertible debt structures are generally notifiable only upon exercise, unless they are likely to be exercised when acquired (for example when acquired “deep in the money”), or if they confer material influence rights, such as veto rights, board representation, or influence over shareholder decisions once acquired.

Israel does not apply a concept of “full‑function joint venture (JV)” to trigger a merger filing.

JVs are classified as either a “restrictive arrangement” or a “merger of companies”, depending on their circumstances.

The classification is not formalistic. It depends on the substantive economic and business character of the transaction. It may generally be stated that:

• newly formed JVs that create new activity and do not involve the transfer of existing business activities, assets, employees, etc. or JVs engaged solely in the marketing of goods will generally be classified as “restrictive arrangements”; and
• a JV that creates long-term ongoing cooperation and structural links and involves the transfer of existing business activities, assets, etc. will generally be classified as a “merger of companies” and will be notifiable if the thresholds are met.

The ICA has clarified that selling a business in “drippings” (separate assets transactions) between the same parties may be considered as a single transaction.

Interrelated or sequential transactions are assessed by reference to their substance, and where circumstances indicate that they are part of the same transaction, the ICA might treat them as a single overall arrangement. However, this area is not well developed in Israel, with limited case law or decisional practice, so analysis remains highly fact specific.

There are three alternative thresholds:

• Turnovers threshold — cumulative conditions:
  • the merging parties’ combined annual Israeli turnover in the year preceding the merger exceeded ILS 423,780,000 as of January 1, 2026 (approx. USD 137,270,054; EUR 117,578,650); and
  • at least two merging parties each had Israeli turnover that exceeded ILS 23,040,000 (approx. USD 7,461,321, EUR 6,392,113).
• Merger-into-monopoly threshold (horizontal mergers only):
  • the transaction would give the parties (including related entities) a combined market share exceeding 50% in the production, sale, marketing, or purchase of a good or service in Israel.
• Transactions involving an existing monopoly:
  • the transaction involves a party with more than 50% market share in the production, sale, marketing, or purchase of a good or service in Israel (not necessarily in markets relevant to the transaction).

The turnover amounts are updated annually on 1 January based on changes in the Israeli Consumer Price Index.

Relevant turnovers are those of each merging party — target and purchaser(s) — in the year preceding the merger.

Turnovers are group-based and include the direct merging party and all entities that directly or indirectly control, or are controlled by it, or under the same control. “Control” in this regard is defined as holding more than 50% in the right to appoint directors or in voting rights.

JV turnover is allocated to the controlling parent.

Turnover is calculated based on the annual audited consolidated financial reports, excluding VAT or purchase taxes.

When the seller fully divests an entire business activity and all links are severed post-closing, turnover from its other unrelated activities may be excluded from the calculation.

Only turnover derived from activity in Israel is relevant. Turnover is allocated to the location of competition, typically where the product is delivered or the service provided (i.e., the customer’s location). Investment and financial income are allocated to the booking location, while insurance income is allocated to the location of the insured party.

The turnover of a financial entity (such as an investment or insurance company or a bank) is calculated based on its total income from current activities, as applicable (commissions, dividends, management fees, premiums, etc.).

There is no separate turnover-calculation regime for asset-sale transactions, and the parties’ turnover is calculated according to the principles described in Question 3.2, above.

The relevant turnover will be the one generated from the sold assets/business. When the seller fully divests an entire business activity and all links are severed post-closing, turnover from its other unrelated activities may be excluded from the calculation (see Question 3.2, above).

The local currency is Israeli New Shekels (ILS).

The Law does not specify an exchange‑rate source, and the ICA has issued no formal guidance.

For current rates, we use the Bank of Israel daily representative rate available from www.boi.org.il/en/economic-roles/financial-markets/exchange-rates.

For annual rates, we use the average annual exchange rates published by the Bank of Israel (available as above).

Market shares are calculated using standard “relevant-product-market” definitions, based firstly on quantities, and/or value of sales.

When calculating the parties’ market shares, all companies in a “Control” relationship with the merging parties must be included (see “Control” definition in Question 3.2, above).

The relevant market share is the one held in Israel.

Foreign-to-foreign transactions are not notifiable unless at least two parties meet the local-nexus test; nexus is established where, based on a group-level assessment, a foreign company is registered as a “foreign company” in Israel under the Israeli Companies Ordinance, or holds 25% or more of the right to appoint at least one director in any Israeli entity, or has “a place of business” in Israel (office, branch etc.), or exercises “substantial influence” over the activity of a third-party Israeli entity (e.g., distributor, importer, agent, sales rep).

There are no de minimis or small-scale merger exemptions.

The Minister of the Economy may grant exemptions for foreign policy or national security reasons.

The ICA may exempt acquisitions of passive (non‑voting) rights when the acquirer already holds over 50% of active rights, but parties must seek ICA confirmation.

Pure internal reorganizations within the same control group (where 100% ownership remains unchanged) are not notifiable.

The ICA may exempt JVs or acquisitions triggered only by parents’ activities in Israel but that do not and cannot affect competition in Israel, but parties must seek ICA confirmation.

If filing is based solely on an existing monopoly threshold, the parties may request an exemption, if the merger is not related to a field within the monopoly.

The ICA does not have call in powers, but it may alert merging parties and ask them to file, and/or enforce mergers that should have, but were not notified.

The ICA has no power to call in, review or enforce against a “below-threshold” transaction.

The ICA may apply general antitrust rules. A “below-threshold” transaction might be viewed as a “restrictive arrangement” and the ICA may take action against it (if not exempt from notification). These are rare situations in practice.

The ICA is not subject to a formal longstop date or time limit for review of a merger.

However, criminal enforcement of unnotified mergers is subject to a limitation period of five years from the date of the offense (but in a continuing offense, the statute of limitations begins to run only once the offense has ceased).

An administrative enforcement of unnotified mergers is subject to general legal rules of Israeli administrative law, such as reasonableness, proportionality, and estoppel.

Filing is mandatory, and there is no mechanism for voluntary notification of a merger that does not meet the thresholds.

The parties may file a precautionary filing if there is doubt whether notification is triggered.

A precautionary filing must include a signed declaration confirming the parties’ commitment to comply with the ICA decision.

Filing is mandatory where the thresholds are met.

The parties may apply to the ICA for an exemption from filing in certain cases such as the ones described in Question 3.7, above.

A global standstill and hold separate obligations apply automatically until clearance is obtained.

During the standstill period, any “Implementation” of the transaction is prohibited.

“Implementation” includes, inter alia:

• taking control of physical assets such as plants, inventory, or machinery;
• taking control over management functions, including exercising veto rights;
• sharing unnecessarily competitive and sensitive information;
• transfer of the consideration; or
• restricting day-to-day operations through provisions in the merger contract (including, in certain circumstances, limiting major business decisions, such as entering a new line of business that had been planned by the acquired entity prior to the merger at hand).

Generally, the ICA does not waive the standstill obligation.

If delaying the injection of funds creates a substantial risk that the sale of a company in liquidation will be frustrated, or if other urgent measures are necessary, the parties may request that the ICA identify an appropriate legal solution.

The ICA does not permit carve-out in global mergers.

Each “merging party” is responsible for submitting its own separate notification form. A seller does not need to notify, unless it is also the target (e.g., in a sale of a business division).

There are no filing fees.

A notification may be filed once the contractual relationship establishing the transaction has taken a concrete and complete form, namely through an agreement, and approval must be granted before any implementation.

The ICA may (but hardly does so in practice) review merger notices based on a detailed memorandum of understanding or term sheet where the parties provide compelling reasons why a review should begin prior to signing. However, the review timelines start only once the full merger agreement and attachments are submitted.

Hostile takeovers may be notified based only on the offeror notice and supplemented once the takeover is complete.

No formal deadline, but approval must be obtained prior to closing, otherwise the merging parties face enforcement measures by the ICA.

Both the Hebrew and English versions of the notification may be found at: www.gov.il/en/pages/mergerforms.

Merger notifications require general information about the notifying party, the reasons for filing, key elements of the transaction, and other additional details (such as filing in other states, the parties’ products and sales turnovers) and information about the rights-holders in the notifying party (such as controlling owners); and, where relevant, chapters addressing the parties’ horizontal, vertical, and conglomerate links (which require information about the relevant areas of activity, suppliers, competitors, and customers), as well as a market barriers chapter.

The following supporting documentation must be submitted:

• a final, signed merger agreement including appendixes; and
• audited financial statements for the last two fiscal years. Public companies may instead refer to documents published online. A foreign company may attach the audited financial statements of the companies through which it operates in Israel, rather than its own.

Documents can be submitted in Hebrew or English. However, if submitted in English, they must be accompanied by Hebrew translation.

The agreement and the financial statements can be submitted in Hebrew or English.

Each party must attach a signed declaration (including a company stamp) confirming that the notice contains correct, full and up-to-date information, and be signed by an authorized signatory officeholder, together with a certification by the party’s lawful representative or legal counsel, confirming the signatory’s authorization.

Transactions that clearly raise no competitive concerns (typically, when there are no competitive links) may be reviewed under a “bright green” fast track.

There is no formal guidance as to the criteria applied by the ICA in assigning mergers to this track. Mergers classified by the ICA as “bright green” are generally cleared on an expedited basis, possibly based on the submitted notices alone.

“Bright green” mergers are filed based on the same notice form.

There are no formal pre-notification phases or discussions, and no option to file a draft notification.

The parties may request a preliminary opinion on various matters, including pre-merger advice. In practice, the use of this tool is limited and not common, and there is no prescribed duration.

It is also possible to approach the ICA informally for an initial indication regarding a transaction, but any guidance provided is non-binding and not treated as a formal legal opinion or a pre-ruling. The use of such approach is also limited to exceptional cases.

The initial review period for a notifiable merger is 30 calendar days, and may be extended as follows:

• the ICA may unilaterally extend the period by two additional 30‑day extensions where it considers an extension justified;
• the ICA may unilaterally extend the review by another 60 days after consulting the Exemptions and Mergers Committee; and
• further indefinite extensions (beyond the total 150‑day) are possible only with the merging parties’ consent or a Competition Tribunal judicial order.

In practice, the ICA extends the initial 30 days period based on the parties’ consent, and only if they refuse, would use its unilateral power to extend.

The review timelines begin on the day of a full and complete filing of all the merger notices. There is no suspension mechanism, including when the ICA sends a request for information (RFI) to the merging party as part of its review.

If the ICA does not issue a decision within the applicable review periods (including extensions), the merger is deemed approved.

There is no division into formal phases, and the merger is reviewed within the timeframes set out above. For the fast-track “bright green” track, see Question 4.10, above.

The Israeli working week is Sunday to Thursday. Any deadline falling on holiday, Friday, or Saturday, automatically rolls to the next working day.

The review timelines are counted in calendar days, meaning weekends and statutory holidays are included, but an accumulation of holidays would usually lead the ICA to ask for an extension (see Question 4.12).

The “bright green” track transactions are generally cleared within the 30 days period, and even less (see Question 4.10).

“Non bright green” transactions, that do not raise substantive competition concerns are likely to be cleared within 30 to 45 days and usually no longer than 60 days.

The preparation of the notices by the merging parties typically takes 15–30 days, depending on the transaction’s complexity, level of detail required, assuming full cooperation from the merging parties and the absence of major Israeli holiday periods (especially during April and September–October).

A reasonable non-problematic deal longstop date should, therefore, be at least 90 days from signing.

There are no specific merger control timing rules that apply to public offers, unless in a case of a hostile takeover process (see Question 4.6, above).

The ICA regularly engages with customers, suppliers, and competitors to assess the merger’s competitive effects and gather their perspectives on the merger and understand its expected impact on competition and their operations.

The ICA places significant weight on customer and supplier feedback, as it often provides authentic insight into potential market effects.

In contrast, it treats competitor feedback with caution, given their incentives to oppose the merger regardless of broader competitive impact.

Complainants may also approach the ICA, and it may hear them as part of the review, though such approaches are uncommon in practice.

There is no general invitation to comment in Israel.

The ICA is authorized to request any information or documents from the merging parties or any third parties that it deems necessary for its merger review.

The ICA regularly uses its information-gathering powers during merger reviews, especially in mergers that raise prima facie competition concerns, but might also do so in mergers that are relatively straightforward. The ICA broadly uses oral interviews of merging parties and third parties as part of its merger review.

Information requests are often broad and extensive in scope and may include emails, SMS and WhatsApp messages, and materials from internal company forums, such as management and board meetings, drafts of documents, etc.

Formal information requests carry potential criminal and administrative sanctions for non‑compliance.

Most chapters of the notification form (those relating to the parties’ activities, market shares, suppliers, and customers), the accompanying documents and cover letter are confidential and are not actively made public.

Information submitted to the ICA during the merger review is generally protected from public disclosure, although disclosure to third parties cannot be entirely ruled out. This may arise, for example, in the context of the Freedom of Information Act, or an appeal by an interested third party who suffers an antitrust injury from the ICA decision.

Before any disclosure, the ICA is required to consult the relevant parties regarding confidentiality, their objections, and possible redactions. There are customary confidentiality rings and measures applied, mainly disclosure only to external counsels and advisors based on a written NDA undertaking.

Section 21 of the Law stipulates that the ICA will oppose a merger if it reasonably suspects that the merger would significantly harm competition or the public through higher prices, lower quality, or reduced quantity, scope, regularity, or supply conditions.

The ICA assesses mergers according to widely accepted theories of harm, and may use established economic tools such as the hypothetical monopolist test (including the 
small but significant and non-transitory increase in price (SSNIP) test), as well as functional product analysis, internal documents showing real‑time competitive dynamics, and engagement with market participants:

• Horizontal mergers. The ICA assesses whether the merger would enable unilateral market power or facilitates coordinated behavior. It considers factors such as market shares, market concentration, product substitutability, market symmetry, past competitive conduct, and other recognized economic factors, without being limited to any specific analytical framework.
• Vertical mergers. The ICA assesses whether the merger could foreclose rivals by limiting their ability to expand or enter upstream or downstream markets.
• Conglomerate mergers. The ICA evaluates whether the merger creates opportunities for anti-competitive conduct such as tying and bundling.

The ICA may also assess the presence of entry and exit barriers in the relevant market(s).

The Law requires the ICA to assess mergers solely on competitive considerations, and not on non-competition factors.

Efficiency claims are treated as a defensive argument, and the ICA is generally reluctant to accept them.

The parties must provide evidence that the merger improves their economic performance and significantly offsets the anticipated competitive harm.

Efficiency claims must be significant and timely, merger-specific, unattainable through less anticompetitive alternatives, and partly passed on to customers.

The formal stages generally include a written statement of concerns, an opportunity to respond, a hearing (writing and/or oral), and a final decision.

The process is not rigid. The ICA may raise concerns orally before issuing a formal statement and may allow the parties to present arguments or propose remedies throughout the review process.

Early thinking is not commonly shared by the ICA, and if so, mainly orally. Merging parties may also ask to meet with the ICA during the review process to raise arguments and reply to concerns or thinkings.

Access to the file is provided only in preparation for the hearing before the ICA, and is limited, at the ICA discretion, to the main relevant documents. Third-party sensitive information is usually not accessible at this stage.

The merging companies may offer remedies at any stage including together with the original notification.

When assessing proposed remedies, the ICA considers:

• whether the remedy effectively addresses the competitive concern;
• whether the ICA can effectively monitor implementation;
• the resources required for monitoring the implementation of the remedies;
• the duration of the remedy (one-time vs. ongoing implementation); and
• the certainty of compliance with the remedies.

The ICA may impose structural or behavioral remedies.

Structural remedies are preferred as they typically do not require ongoing enforcement resources, offer greater long-term stability, and address the competitive concerns raised by the merger more effectively.

The ICA may also order or seek the divestiture of a business in a completed merger.

The ICA generally requires remedies to be implemented before completion and on a “fix-it-first” basis.

Where the competitive risk during interim period is relatively low, the ICA may permit completion subject to interim behavioral measures pending full implementation of the remedy, but this is becoming much less common in recent years.

Remedies are enforced both through binding obligations on the parties and regulatory supervision by the ICA. Once a merger is approved subject to conditions, the parties must comply, and the ICA monitors compliance and may take enforcement action in case of a suspected breach.

For divestiture remedies, enforcement may also involve an appointed divestiture trustee, and where necessary, a hold-separate or management trustee, acting independently of the parties, reporting to the ICA, and subject to its directions

The decision is sent directly to the parties and published by the ICA on its website, in two daily newspapers and in the official gazette (Reshumot).

The clearance takes immediate effect and remains valid for a period of one year or until closing of the transaction, if sooner.

Related arrangements, such as ancillary restrictions, are not covered by the merger decision and should be assessed separately under the “restrictive arrangement” regime.

The ICA published a specific block exemption to deal with ancillary restraints to mergers, particularly to post-closing non-compete or non-solicitation undertakings, as well different transitory undertakings such as supply assurances.

The merging parties are entitled (individually or collectively) to appeal to the Competition Tribunal against the ICA decision to prohibit the merger or to approve it subject to conditions (remedies), within 30 days from the date of receiving the decision.

The Competition Tribunal may approve, annul or amend the ICA decision or the conditions imposed if it is of the opinion that the decision is based on a material error (the ICA decisions serve as a starting point).

Judgments of the Competition Tribunal may be appealed to the Supreme Court of Israel.

Third parties who suffer an antitrust injury because of the ICA decision may also file a judicial appeal to the Competition Tribunal within 30 days of the publication of the decision.

Failure to notify or late notification of notifiable mergers may result in criminal liability (imprisonment and/or fines) imposed by the court, or administrative fines (monetary sanction) imposed by the ICA. Criminal enforcement is rare and reserved for severe cases involving harm to competition, failure to notify or other aggravating circumstances, such as a deliberate attempt to avoid filing. Most cases are handled via the administrative route. For details on sanctions, see Question 7.2, below.

Sanctions may be imposed on the merging companies (and even on shareholders in some cases), on individuals within the companies who are directly involved in the infringement, or active managers, partners (except limited partners), or officeholders responsible for the field in which the offense was committed, who failed to supervise and do all that is possible to prevent the infringement, even if they were not directly involved in the infringement.

Enforcement has historically focused on domestic companies, but the ICA has recently signaled that foreign companies that fail to notify notifiable mergers in Israel may be sanctioned as well. In 2024, Meta Platforms Inc. reached a consent decree, under which it agreed to pay a financial penalty of ILS 25 million (USD 8,239,380), for failing to notify the ICA of the acquisition of two firms on two separate occasions.

Gun-jumping is addressed under Article 19 to the Law and, therefore, treated under the same set of rules (see Question 7.1, above):

• criminal penalties for merging companies, individuals directly involved and for officeholders who failed to prevent the infringement: imprisonment and fines; and
• administrative fines on merging companies (with turnover above ILS 10 million).

Enforcement in this area has, to date, been focused on the administrative level.

In 2024, the ICA imposed an administrative fine of ILS 111,331,200 on “Strauss”, as well as fines of ILS 601,187 each on its three senior officers, for gun-jumping regarding its planned merger with “Viler”. The ICA also imposed an administrative fine of ILS 1,087,004 on “Viler”, along with fines ranging from ILS 119,000 to ILS 153,900 on three of its senior officers.

For examples of conduct that may constitute a gun‑jumping violation, see Question 4.2, above.

Supplying wrong information in the context of completion of a merger notification or in response to information requests issued during merger review constitutes a separate and independent violation and is subject to administrative monetary penalties and may also incur criminal liability, if done knowingly.

The ICA may impose administrative fines on individuals and companies (with turnover above ILS 10 million).

Individuals can be and were sanctioned. In 2019, as part of a plea agreement, the CEO of “Hulyot” cooperative was sentenced to two weeks of community service, a ILS 50,000 fine, and probation, for failing to provide data requested by the ICA.

In recent years, the ICA has been actively enforcing such violations.

In 2026, “Shufersal”, one of Israel’s largest food retailers, was fined ILS 8 million for failing to respond to an ICA information request (issued as part of a comprehensive study, in which similar requests were sent to additional food retailers).