The New Era of Merger Control in Saudi Arabia
Abstract
As a regional leader in competition enforcement, the Kingdom of Saudi Arabia (KSA) has modernized its regulatory regime to align with international best practices. Likewise, the Saudi General Authority for Competition (GAC) issued its fifth edition of the Economic Concentration Review Guidelines (the “Guidelines”). This alert highlights the key developments in the regulatory framework adopted by the GAC, reflecting its ongoing commitment to promoting competition and examining the impact of these developments on merger control activity in Saudi Arabia in 2025.
Updated Notification Thresholds:
keeping pace with many jurisdictions in adopting new turnover-based thresholds[i], the 2025 Guidelines has amended the turnover threshold and tailored them per transaction type. Previously in November 2023, Gac in the process of pursuing it’s competition policy objectives replaced the former single turnover threshold with a new cumulative three-part threshold. an acquisition is notifiable if all three of the following cumulative conditions are met:
- combined worldwide sales of at least 200 million riyals;
- target worldwide sales of at least 40 million riyals; and
- party sales in Saudi Arabia of at least 40 million riyals.
Economic concentration legal framework evolution
In April 2025, the Saudi General Authority for Competition (GAC) released a new version of its Economic Concentration Review Guidelines (Version 5), superseding the November 2023 edition, introduced an array of substantive refinements to KSA merger control framework[ii].
The updated manual provided a more enhanced framework for assessing the existence of economic concentration on basis of the full-functionality criteria. According to the updated version, the joint venture is subject to notification if it carries out activities normally performed by an autonomous enterprise in the relevant market.
The updated guidelines introduce more refined framework for assessing control, which remains the decisive legal test in assessing whether a transaction gives rise to an economic concentration. In this context, the GAC expressly recognized positive control, negative control, joint control, and de facto control.
Moreover, the guidelines have set out a validity period for the completion of the transaction following the GAC approval (one calendar year).
Notably, the guidelines have further shifted from the normal yes/no decisions when an economic concentration raise to a more developed and flexible system of conditional approvals with a clear focus on structural remedies .
A noteworthy specific exemption for certain qualifying joint ventures and passive investments has been introduced in 2025 guidelines. Additionally, a new exemption applied to investment funds and similar vehicles classified as “Passive Entities” has been introduced as well.
Record number of merger control decisions issued in 2025
According to GAC annual report, the economic concentration applications received and reviewed in 2025 reflected a notable surge in merger control activity.
Reportedly, GAC reviewed 406 applications in 2025, issuing 271 No Objection Certificates for notifiable transactions (a 34.2% increase over 2024) and 135 No Notification Required Certificates for transactions that did not meet all of the applicable thresholds[iii].
The aggregate value of transactions reviewed amounted to SAR 1.97 trillion, reflecting robust and continuing deal activity. Of the approvals granted, 269 were unconditional, while two were subject to remedies, including the Authority’s first-ever structural remedy in the Schlumberger–ChampionX transaction, which required the divestment of a U.S. subsidiary. Collectively, these developments point to heightened regulatory scrutiny alongside continued consolidation within the Saudi market.
[i] The Merger Control 2025 guide.
[ii] https://gacbep.gac.gov.sa/cms/b9376edc-79a1-4573-a36d-4f3effaba838.pdf
[iii] https://globalcompetitionreview.com/market-review/market-review-merger-control/2025/article/saudi-arabia-merger-control-enters-new-era-record-filings-stricter-thresholds-and-rising-regulatory-intervention