Saudi Arabia

Merger control under Saudi law is regulated by the:

• Saudi Competition Law, issued by Royal Decree No. M/75 of 29/6/1440H (corresponding to 6 March 2019); and
• Executive (Implementing) Regulations to the Saudi Competition Law issued by Royal Decree No. M/75 of 29/6/1440H (corresponding to 6 March 2019).

Both entered into force on 30 September 2019. Clarifications on the interpretation on the Competition Law and the Executive Regulations by the Saudi General Authority for Competition (GAC) are provided in the GAC Merger Guidelines, currently in their 5th Edition, published April 2025.

The Saudi merger control regime is mandatory and suspensory. Where the criteria for filing are met, a notification must be made, and the parties must hold off on closing until the Saudi authority clears the transaction or the review period and any extension thereof expires without a decision being issued.

Mergers are investigated and decisions on mergers are made by the Saudi General Authority for Competition (GAC). Enforcement of the Saudi merger control regime is also vested with the GAC. The GAC can impose administrative penalties such as fines. However, to impose certain severe penalties (i.e. criminal sanctions against individuals) the GAC must petition the public prosecution. The GAC is an independent agency.

The Saudi merger control regime applies economy wide. There are no alternative merger control regimes for individual sectors.

There is no supranational merger control framework in the Gulf region. Also, Saudi Arabia is not a member of any supraregional merger control framework. There have been affords to establish a specific merger control and antitrust regime for the Special Economic Zone NEOM, located in north-western Saudi Arabia. This regime, however, is not active yet and there is no official timeline for it entering into force.

The GAC does cooperate with Saudi authorities such as the Ministry of Commerce — as the Kingdom’s commercial register authority — and the Saudi Zakat, Tax, and Customs Authority (ZATCA). Through this cooperation the GAC seeks to identify change of control events concerning Saudi entities. Still, given the scope of information the Ministry of Commerce and ZATCA are privy to, this cooperation is only relevant in respect to direct transfer of shares or interest in Saudi entities. Indirect acquisitions will not reflect in the Ministry of Commerce’s and ZATCA’s records. To address this issue, the Saudi legislator provided for cooperation between the GAC and the Registrar of Ultimate Beneficial Owners — maintained by the Ministry of Investment (MISA) — foreseen by the new Saudi Investment Law. Access to this register would allow the GAC to procure information on foreign-to-foreign transactions involving Saudi subsidiaries (i.e. transactions where shares or interest in Saudi entities are indirectly transferred through targeting foreign parents of Saudi entities). At the time of writing of this contribution the Registrar of Ultimate Beneficial Owners was not set up yet.

There is no evidence of the GAC routinely cooperating on ongoing transactions with foreign competition authorities. The GAC has signed memoranda of understanding (MoUs) with other regulators in the region including the Kuwaiti Competition Protection Authority and the Iraqi Competition and Antitrust Council that provide for exchange of information and cooperation on merger reviews and enforcement. However, there is no evidence of the GAC actively exchanging information or otherwise cooperating on ongoing merger reviews or enforcement with these authorities. Furthermore, the GAC is a member of the Arab Competition Network (ACN), to which the competition authorities of all Arab League member countries are party. The ACN has continuously expressed ambitions to expand inter agency cooperation at their annual meetings, including establishment of a joint database on merger reviews, antitrust investigations, and enforcement. However, neither has this joint database been established, nor have there been indications of ACN members exchanging information or otherwise cooperating on ongoing merger reviews or enforcement thus far. Finally, there is no evidence of the GAC routinely exchanging information or otherwise cooperating on ongoing merger reviews or enforcement with authorities outside of the Middle East and North Africa region either. We are aware of individual cases in which the GAC has reached out to other competition authorities on a specific transaction. However, these were all cases in which remedies were discussed. Also, the GAC sought consent of the parties to reach out to other authorities reviewing the transaction before reaching out to them.

The GAC is continuously reviewing and amending the Saudi merger control regime through the GAC Merger Guidelines, currently in their 5th Edition, published in April 2025. At the time of writing of this contribution there were no proposals for amendments or reforms of the Saudi merger control regime announced. Notably, while not related to antitrust or merger control, the Saudi legislator established a framework for FDI screening with the new Saudi Investment Law. Still, subsequent regulations that would allow the Ministry of Investment (MISA) to administer and enforce this FDI screening process are still outstanding.

Initially, change of control was not considered to be a criterion for a notification obligation to arise under the Saudi merger control regime as established by the Competition Law and the Executive Regulations. A change of control test was explicitly introduced with the 1st Edition of the GAC Merger Guidelines in 2021. Still, the definition of a change of control provided in the Guidelines remained rudimentary. The most recent 5th Edition of the GAC Merger Guidelines, implemented in April 2025, provides clarification of the change of control test.

The GAC Merger Guidelines, 5th Edition, define control as the ability to block (negative control) or impose (positive control) decisions related to strategic and commercial matters of an undertaking. Change of control occurs:

• where a (natural or legal) person that had no control over an undertaking acquires negative or positive control; or
• where a (natural or legal) person that had negative control over an undertaking acquires positive control.

The Guidelines explicitly confirm that acquisition of sole or joint control, including change from joint to sole control, suffices as a change of control under Saudi merger control law.

Veto rights of minority shareholders concerning decisions related to changes to an undertaking’s articles of association, its share capital, or its liquidation will typically not be considered to establish control within the meaning of the Saudi merger control regime. On the other hand, veto rights concerning business strategy, business plans, budgets, and appointment of senior management or board members will typically be considered as bestowing control over an undertaking. Whether veto rights over investment decisions will be considered to establish control, will depend on how far these veto rights extend. If these are limited to minor investment decisions, they will typically not be deemed control-conferring rights. However, the Guidelines do not provide a threshold for when investment decisions are significant enough that a veto right over these would establish control. To this extent, the Guidelines largely reflect the established practice of the GAC. In practice, the GAC have largely implemented a material influence test (as described above) instead of a strict control test.

In addition, the Guidelines establish special treatment of control exercised by investment funds. Where positive or negative control rights are used by investment funds solely to protect their investment, these may be deemed not to lead to a change of control. Accordingly, acquisitions made by investment funds may not require notification for lack of a change of control, if all of the following conditions are met:

• the sole purpose of the acquisition is to make a financial investment without the intention to directly or indirectly intervene in the business or management of the target, and the acquirer will in no way influence the target’s management and behavior in the market;
• the rights granted are only exercised to preserve the value of the investment;
• the goal of the investment is explicitly determined prior to the acquisition, and the intention not to influence the target’s business and management is clearly demonstrated; and
• the investment fund does not hold controlling interests in any undertaking competing with the target.

Where these conditions were initially met but are abandoned later, a filing is required. The changes may only be implemented after clearance from the GAC.

Neither the Competition Law and their Executive Regulations nor the Guidelines generally exempt transactions leading to a temporary change of control from merger control filings. The Competition Law and their Executive Regulations do not address the matter at all. The Guidelines only consider an exemption where control over an undertaking is temporarily transferred to a trustee appointed by the Saudi Commercial Court according to Saudi Bankruptcy Law and the Saudi Commercial Courts Law in relation to liquidation, winding-up, insolvency, cessation of payments, compositions, or analogous proceedings. In this case the GAC will not deem temporary change of control as sufficient to establish a notification obligation. Due to lack of official guidance and precedence it remains unclear whether temporary change of control in other circumstances would be caught.

The Saudi merger control regime catches:

• mergers;
• whole or partial share acquisitions — provided that a partial acquisition leads to a change of control over the target;
• asset deals where a going concern is transferred with the assets;
• formation of joint ventures; and
• other transactions whereby control over an undertaking is transferred; for example, debt transactions that lead to the creditor acquiring decisive influence over the borrower, management agreement, licensing agreements, and transactions that lead to the establishment of factual control.

Joint ventures are caught by the Saudi merger control regime regardless of whether the joint venture is an equity or unincorporated joint venture. Moreover, greenfield joint ventures are caught.

The GAC’s view on full functionality was initially unclear. In 2021, the Guidelines clarified that non-full function joint ventures do not require notification. The definition of non-full function joint ventures largely mirrors that applied by the European Commission. However, the GAC applies a narrower approach to third-party sales. Potential sales to third parties (e.g. a joint venture set up in principle to supply only its parents but being allowed to sell spill-over production to third parties) will cause the joint venture to be deemed a full function joint venture by the GAC, even if there are no actual third party sales or third party sales are (or are expected to be) negligible. Where the parents intend to alter the operation or structure of an existing non-full function joint venture in a manner that would change it into a full function joint venture within the meaning of Saudi merger control law, notification is required. In this case the standstill obligation applies, and the changes may not be implemented until clearance is granted by the GAC.

Linked or successive transaction steps between the same parties may be treated as a single transaction, where the link is sufficiently material. Pure strategic links will typically not suffice. For transaction steps to be considered as part of the same, comprehensive transaction, they must be legally linked (e.g. through provisions creating interdependence of the transaction steps). Where different steps are considered to form part of the same, comprehensive transaction they do not require separate notification. However, clearance decisions of the GAC expire after 12 months. Hence, if the different transaction steps require more than 12 months to complete, an extension of the validity period must be obtained or, where such an extension is not requested or not approved, a new filing must be submitted. The new filing again triggers a standstill obligation.

Different, interrelated transactions, such as asset swaps or inter-conditional transactions between different parties, may be reviewed as single, multi-party arrangements or separate transactions. Asset swaps are typically considered one, comprehensive transaction and are reviewed in a single filing. Inter-conditional transactions between different parties will typically be reviewed as separate transactions, unless there are clear contractual provisions that establish strict inter-conditionality.

The notification threshold established by the Executive Regulations has been amended several times through the Guidelines. Currently, following the implementation of the most recent versions of the Guidelines, the following notification thresholds apply to acquisitions:

• the parties collectively have an annual worldwide turnover exceeding SAR 200 million (approx. USD 53 million);
• the parties collectively have an annual Saudi turnover exceeding SAR 40 million (approx. USD 10.6 million), provided the target has some Saudi turnover; and
• the target’s annual worldwide turnover exceeds SAR 40 million (approx. USD 10.6 million).

The key difference introduced with the 5th Edition of the Guidelines is that the Saudi turnover requirement cannot be met by the acquirer alone anymore. The most recent amendments introduced the requirement that the target must contribute to at least some portion of the Saudi turnover. Hence, since the implementation of the 5th Edition of the Guidelines, the acquisition of a target with no turnover in Saudi Arabia does typically not require notification. However, the Guidelines do not specify if there is a minimum Saudi turnover threshold the target must meet and, if so, how substantial this threshold would be. What is clear is that the target does not have to meet the SAR 40 million (approx. USD 10.6 million) Saudi turnover threshold alone to trigger a filing. Furthermore, there does not have to be an overlap to trigger a filing obligation. Also, a filing may be triggered by target turnover in Saudi Arabia alone.

For mergers and joint ventures, the minimum target worldwide turnover threshold of SAR 40 million (approx. USD 10.6 million) does not apply. Furthermore, the target (or joint venture) does not have to produce Saudi turnover. Instead, mergers or joint ventures require notification under the Saudi merger control regime, where:

• the parties collectively have an annual worldwide turnover exceeding SAR 200 million (approx. USD 53 million);
• the parties collectively have an annual Saudi turnover exceeding SAR 40 million (approx. USD 10.6 million); however, the target or joint venture does not have to have any Saudi turnover; and
• at least two parties to the transaction (not necessarily including the target or joint venture) have a worldwide annual turnover exceeding SAR 40 million (approx. USD 10.6 million).

The thresholds are not subject to scheduled (e.g. annual) review. While the GAC has over the past years consistently amended the thresholds, these amendments were made ad hoc and did not follow a schedule.

In any case, whether the transaction is an acquisition, merger, or joint venture accordingly, no overlap is required to trigger a filing. The GAC will add all turnover of all relevant parties — regardless of whether these are achieved in the market relevant to the transaction or not — when assessing whether the thresholds are met.

The relevant parties for assessing whether the thresholds are met, are:

• in an acquisition — the acquirer’s group and the target group;
• in a merger — the groups of the merging parties; and
• in a joint venture — the groups of the joint venture parties.

The GAC considers all entities and undertakings controlled by the same ultimate controller to form the “group”. For the target, the group is assessed downstream from the ultimate target entity. In PE transactions all portfolio companies held across all funds managed and advised by the PE firm are considered the “group”.

How turnover of joint ventures is allocated is not explicitly regulated under Saudi law. However, in practice, the GAC has consistently accepted joint venture revenue to be attributed to the parties in the proportion in which the turnover is in fact distributed among the joint venture parties.

The GAC will consider the annual turnover of the parties. The applicable timeframe is the fiscal year used by the relevant parties. If the parties do not have a specific fiscal year defined, the GAC will consider the calendar year as relevant.

Under Saudi law turnover is generally allocated to the place where the customer is located.

For banks, credit institutions and other financial institutions, turnover will be the sum of the following income items after deducting value added tax and other taxes (if any) directly related to those items:

• interest income and similar income;
• income from securities including income from shares and other variable yield securities, participating interests, and affiliated entities;
• commissions received and receivable;
• net profit on financial operations; and
• other operating income.

For insurance providers, turnover will be the value of gross premiums written including all amounts received and receivable arising from insurance contracts issued by or on behalf of the insurance entities, including (without limitation) outgoing insurance premiums, after deducting taxes and similar government levies charged by reference to the amounts of individual premiums.

Not applicable.

If an entity’s financial statements are presented in a foreign currency (i.e. not SAR), the turnover must be converted to SAR according to the average annual exchange rate of the relevant fiscal year quoted by the Saudi Central Bank.

Not applicable.

There is no exemption for foreign-to-foreign transactions.

Where the notification threshold (see, above, at Question 3.1) is met, no local nexus test must be met. Notification is mandatory regardless of local nexus. However, transactions that fall below the threshold may require notification, if they potentially have an effect in Saudi Arabia.

Where the criteria for notification (i.e. notification threshold and change of control) are met, filing is mandatory. However, activities of Saudi state-owned entities are exempt from the application of the Competition Law — and thus the merger control regime — where these activities serve purely public purposes. Commercial activities of state-owned entities do require notification.

Furthermore, the GAC may on a case-by-case basis grant parties an exemption from the Saudi merger control regime, where the transaction has beneficial effects on quality of goods and services offered in the market, diversification, technological development, or innovative efficiencies. In practice, such an exemption is excessively difficult to obtain.

Furthermore the 5th Edition of the Guidelines introduced an additional exemption for joint ventures established in Saudi Arabia with foreign and Saudi participation. They will be exempted from merger control review, if:

• they will manufacture products in Saudi Arabia that (i) are currently not manufactured in Saudi Arabia, or (ii) are currently manufactured in Saudi Arabia but only distributed in limited areas of the Kingdom due to technical reasons related to the nature of the product; and
• there is no overlap between the activities of the joint venture and those of its parents.

The GAC has authority to call in deals that should have, but have not, been notified. In addition, such failure to notify may incur penalties, if the deal is closed prior to clearance from the GAC.

Transactions that fall below the notification threshold may require notification, if they potentially have an effect in Saudi Arabia. Transactions are deemed to have a local effect in Saudi Arabia, if the parties have more than trivial activities in Saudi Arabia, or activities outside of Saudi Arabia will potentially impact competition within the Kingdom.

The Competition Law, Executive Regulations and the Guidelines do not establish a longstop date for review of a merger or the use of call-in powers. The matter has thus far not been tested in practice.

Theoretically, parties can file voluntarily where the thresholds are not met. However, the GAC will reject the notification as not required and will not review the transaction where the thresholds are not met and the GAC does not consider the transaction to necessitate a filing due to potential local effect.

Where the thresholds are met, notification is mandatory and suspensory. The standstill obligation can be waived where the target is under financial distress. The GAC will accept this failing firm defense where:

• it is highly likely or inevitable that the failing undertaking would in the near future be forced to exit the market because of financial difficulties unless it is taken over by another undertaking;
• it is also highly likely or inevitable that the assets of the failing undertaking would exit the market if they are not taken over; and
• there is no less anti-competitive alternative to the notified economic concentration that would be equally suitable to ensure the continued operation of the failing undertaking.

Furthermore, the GAC can exempt transactions from the application of the Saudi merger control regime on a case-by-case basis, where the transaction has beneficial effects on quality of goods and services offered in the market, diversification, technological development, or innovative efficiencies. Such a waiver requires that the parties submit a reasoned request to the GAC. Upon receipt of the request the GAC’s board of directors shall form a technical committee to review the request. During their assessment the technical committee may request input from other Saudi authorities or private sector parties potentially affected by the transaction. Once the technical committee have completed their review, they will make a recommendation to the GAC’s board of directors on whether to grant the waiver. The final decision rests with the board. In practice, such an exemption is excessively difficult to obtain.

The Saudi merger control regime is suspensory. Hence, the parties are prohibited from implementing the transaction prior to clearance from the GAC. Exchange of competition relevant information (such as information on pricing, capacity and customer division) will be deemed early implementation. Furthermore, the parties are barred from effecting changes to the organization and governance of the target or coordinating operations prior to clearance.

A power to waive the standstill obligation for carve outs is not explicitly granted to the GAC. However, in practice, the GAC may consider a waiver of the standstill obligation on a case-by-case basis. Still, such waivers are extremely rare. Also, procuring a waiver from the GAC will likely take as long as the regular review process would.

In an acquisition both acquirer and target are responsible for making the filing. In a merger the merging parties are responsible for making the filing. In a joint venture all joint venture parties collectively are responsible for making the filing.

The filing fee is calculated by adding the annual, worldwide turnover of the relevant parties and multiplying it by 0.0002. The filing fee is capped at SAR 250,000 (approx. USD 67,000). The GAC will not accept a filing as complete, and the statutory review period will not start running, until the filing fee is credited in full to their account. Some case handlers may start their material review prior to receiving the filing fee.

Notification can generally not be made before signing. The final, signed transaction agreement must be submitted together with the filing. Hence, the GAC will not accept the filing as complete before the final, signed transaction agreement is submitted. Where no transaction agreement exists, the GAC will accept alternatives. For example, in cases of public takeover bids the published offer document will typically suffice.

Filings must be submitted 90 calendar days prior to closing. However, if clearance is issued before this 90 calendar days lapses, the parties are free to close the transaction as of the date of the clearance decision.

There is no physical filing form. Instead, the parties must complete a digital filing form accessible through an account for the GAC’s e-services system. In addition to this digital filing form, a supplementary report on the transaction must be submitted. Generally, the parties must provide (i) general corporate information on the parties, (ii) information on shareholders and ultimately controlling persons/entities of the parties, (iii) their annual worldwide and Saudi turnovers, (iv) a definition of the relevant market(s), (v) information on key customers, competitors, and products and services offered by the parties in the relevant market(s), as well as (vi) a competitive assessment. While market information is strictly only required on the Saudi market, the GAC typically requires global market information also.

Filings can be made in Arabic or English. Supporting documents can be submitted as a simple scan — also in Arabic or English. Only the powers of attorney must be formalized. Where the jurisdiction in which a power of attorney is issued is party to the Hague Document Convention, an apostille will suffice. Otherwise, legalization must follow the process bilaterally agreed by Saudi Arabia and the jurisdiction in which the power of attorney is issued. If powers of attorney are issued by a Saudi entity or person they need to be issued through the official governmental channel.

There is no simplified procedure.

The GAC generally does not conduct pre-notification discussions. They will, however, conduct an initial review of the materials received to confirm completeness of filing before starting the clock on the statutory review period. Also, individual case handlers may commence their material review before the statutory review period has officially started.

There is no distinction between Phase 1 and 2 under Saudi law. Instead, the GAC will make use of their authority to stop the clock by issuing requests for information (RFIs) in more complex cases to extend the review timeline. RFIs do not automatically stop the clock. The GAC must explicitly stop the clock with issuing their RFI. The clock only starts running again once the GAC explicitly declared that the RFI was answered to their satisfaction.

The statutory review period is 90 calendar days. If the review period lapses without the GAC issuing a decision, the transaction is deemed approved. In practice, the GAC typically clears transactions actively ahead of the statutory review period lapsing.

Official holidays and non-work days are not excluded from the statutory review period.

Clearance for a non-problematic deal from signing to clearance by the GAC, including time needed to prepare the filing documents and procure formalization and translation of supporting documents (where required) will typically take:

• Best case — 25 to 35 business days;
• Base case — 35 to 50 business days; and
• Downside case — 50 to 60 business days.

The actual review time will depend on how quickly the parties can provide the relevant information and how controversially they will debate the filing documents, how quickly formalization can be procured, and how responsive the case handler assigned is.

The interaction of public offer rules and the merger control process are not explicitly addressed by the Competition Law, Executive Regulations or Guidelines. In practice, the GAC will not apply special consideration for public mergers and strictly apply the standstill obligation of the Saudi merger regime. Hence, parties must manage timelines to avoid gun-jumping under Saudi law. Where this is not possible case-by-case considerations may be available. However, these will be difficult to negotiate with the GAC.

Notifications received by the GAC will not generally be made public. Third-party participation can be invited by the GAC in the form of market studies or Q&As. Also, third parties that become aware of a filing having been made to the GAC by other means can raise concerns through the GAC’s whistleblower channels or by directly reaching out to the GAC. Still, since there are generally no public announcements of notifications received, such third-party engagement outside of the GAC’s market studies or Q&As are rare.

The GAC has the power to require internal documents to be disclosed or request the parties to respond to specific questions. In non-problematic deals the GAC will typically only issue minor RFIs — usually limited to clarification questions or requests for limited additional information — and not request internal documents. These RFIs are typically informal. In problematic cases and where remedies are discussed, the GAC will issue formal RFIs and may request additional documents, including internal documents and reports.

All commercially sensitive information provided in a filing is regarded as confidential. The GAC has, in practice, always sought consent from the parties before disclosing such information. Overall, the GAC is very restrictive in respect of disclosure of information on the transaction and the parties, even where such information is not commercially sensitive.

The GAC assesses transactions based on the criterion of whether the transaction is likely to substantially lessen competition in the relevant market. The test is forward looking and based on a counterfactual assessment. Hence, the GAC will consider the likely competitive situation in the relevant market with the transaction being implemented as opposed to the likely competitive situation in the relevant market without the transaction being implemented.

The GAC primarily focuses on competition matters. However, some basic public interest and national security considerations may play a secondary role in the GAC’s assessment.

Countervailing efficiencies or benefits may be taken into consideration in the GAC’s assessment. Where these are substantial, the application to the merger control regime on the relevant transaction may be waived (see, above, at Question 4.1), Still, such waivers are extremely rare. Where countervailing efficiencies or benefits are less substantial, they will play a role in the overall assessment by the GAC. Still, competition concerns are the primary focus of the assessment and countervailing efficiencies or benefits are less likely to sway the decision of the GAC.

In non-problematic transactions the GAC provides little insight into their thinking. Often parties will receive the decision without further explanation or extensive opportunity to respond outside of what was provided in the filing documents. Where a transaction poses more substantial competition concerns, the GAC will be more engaging and explain their position in discussions allowing the parties to respond directly during meetings or subsequently in writing. The same applies where remedies are discussed. Also, where remedies are discussed, the GAC will share early proposals and entertain comments from the parties on remedies proposed.

Where the GAC considers imposing remedies, they will seek input from the parties. Typically, they will allow the parties to provide proposals for remedies and negotiate remedies actively with the parties. Input from the parties will generally be considered. Also, the GAC will often request information on remedies proposed or imposed by other authorities.

To date the GAC has imposed remedies in four cases. The GAC has primarily imposed behavioral remedies. They imposed structural remedies in only one case.

Whether completion can occur prior to remedies being implemented will depend on the individual remedies imposed. These may be structured to require prior implementation or structure to allow implementation post-closing.

The GAC will share their decision with the parties’ counsel per the digital file on the transaction in the GAC’s system. No physical document will be issued. Furthermore, the GAC publishes a summary announcement of all merger control decisions they have issued during a month. This announcement will be published in the following month.

There is no waiting period. Clearance decisions have effect as of the date they are issued on. The date is included in the decision document.

The GAC does not explicitly address ancillary restraints. Whether these are deemed approved with the clearance decision has to date not been tested. Parties would be well advised to reference any relevant ancillary restraints in the filing document to make the GAC aware of these.

Decisions can be appealed to the Administrative Court of Appeal. The parties have 30 days as of the date of the decision to appeal.

Failure to notify or suspend transactions that fall within the scope of the Saudi merger control regime may be subject to fines and additional sanctions. Fines can be imposed up to 10% of the annual turnover achieved with the matter relevant to the violation. This is commonly interpreted as the annual worldwide turnover of the violating entities. Where this cannot be assessed, fines are capped at SAR 10 million (approx. USD 2.6 million).

In addition to fines, further sanctions such as, but not limited to, daily fines until the violation is ceased, suspension, revocation of business licenses, and closure of business premises may be imposed by the competent courts upon application of the GAC. The GAC can also order transactions that were closed without clearance to be wound up. However, in foreign-to-foreign transactions it appears very unlikely that the GAC would be able to enforce such an order. Criminal sanctions against responsible staff of the violating entities could also be issued. However, we have to date not seen criminal sanctions being issued. We expect criminal sanctions to be a measure of last resort.

In practice, the GAC has taken to settling violations they deem less severe. The Competition Law, the Executive Regulations and the Guidelines do not regulate the settlement procedure. Also, the GAC has not otherwise provided guidance on the criteria a transaction must meet to qualify for settlement, nor the settlement process itself. However, it appears that settlement is available for first time violations, if the target had limited activities in Saudi Arabia, the transaction did not concern sensitive sectors, and the transaction did not otherwise pose competition concerns in Saudi Arabia. Settlement will involve payment of a settlement amount. Whether settlement will be confidential or not can typically be elected by the parties. For confidential settlements, the settlement amount to be paid will be doubled.

The Competition Law provides for affected third parties’ rights of action before the competent courts. Third parties must establish that they will (likely) sustain losses, damages, harm or other disadvantages due to the violation of the Competition Law or the Executive Regulations in order to bring a claim. Thus, a person or entity violating the Saudi merger control regime may not only face penalties from the competent authorities, but also be subject to civil action by affected third parties.

Saudi law does not distinguish between failure to notify and gun-jumping. The fines for both are the same (see, above, at Question 7.1).

Providing misleading information or withholding information relevant to the filing can be sanctioned with fines of up to 5% of the violating parties’ annual turnover. Where their annual turnover cannot be assessed, the fine is capped at SAR 5m (approx. USD 1.3 million).