Navigating North Africa’s Evolving Merger Control Landscape

On 22 September 2026, BREMER hosted a webinar on North Africa’s evolving merger control landscape, with a particular focus on Morocco and Egypt. Nicolas Bremer was joined by Burçin Ergun, General Counsel for antitrust, M&A and compliance at Honeywell across Europe, the Middle East and Africa, and Orianne Scalbert, Group Senior Legal Counsel at Saint-Gobain. 

The discussion focused on the practical consequences of increasingly active merger control regimes, including transaction timing, regulatory scrutiny, historical filing risk, internal coordination and the growing importance of North African jurisdictions in global M&A planning. 

Ms. Scalbert began with Morocco by explaining that one of the principal challenges is limited visibility around the pre-completeness stage, during which the authority may issue repeated requests before determining that a filing is complete and the statutory review period begins. Although Morocco has developed a fast-track procedure, she cautioned that expedited clearance is not guaranteed and timing can vary significantly from one transaction to another. Even transactions with little competitive impact in Morocco may therefore affect closing dates, financial planning and, in some cases, the attractiveness of a transaction itself.

Egypt presents a different but not unrelated challenge. Ms. Scalbert noted that the shift from an ex post regime to ex ante merger control has fundamentally changed how Egypt must be incorporated into transaction planning. Parties now need clearance before closing, meaning Egyptian approval must be considered in conditions precedent, long-stop dates and the broader closing strategy. Her principal practical takeaway was that merger control analysis needs to begin well before signing, ideally when a potential target or transaction first enters serious discussion. Saint-Gobain has responded by strengthening communication between central antitrust teams, regional legal teams, local management and M&A personnel so potential filing issues can be identified much earlier.

Ms. Ergun agreed that North African filings can no longer be treated as a secondary or “tick-the-box” exercise. She emphasized that genuine local market analysis may be required at the term-sheet stage because regulatory timing can influence financial models and other transaction decisions before signing. She also stressed the importance of combining in-house institutional knowledge with the day-to-day experience of local external counsel. In newer regimes, where precedent and published guidance may remain limited, neither perspective is sufficient on its own. Pasted text

The panel illustrated that point through a recent Egyptian filing. Ms. Ergun described a global acquisition involving three related entities under a single share purchase agreement. The Egyptian Competition Authority nevertheless took the position that the structure constituted three separate transactions. The parties ultimately withdrew the original filing and submitted three separate filings. Once separated, the authority concluded that the individual transactions fell below the applicable threshold. The example demonstrated the types of unexpected procedural positions that can arise in an emerging regime and the importance of working closely with experienced counsel when responding.

The discussion also addressed the scope of regulatory information requests. Mr. Bremer noted that Egypt can subject even low-impact or non-problematic transactions to extensive scrutiny. Ms. Scalbert added that requests may extend beyond traditional competition questions to deal structure, post-closing reorganization, acquisition vehicles and other corporate matters. The practical consequence is that filing teams need to coordinate responses across legal, operational and management functions while also keeping the authority focused on information relevant to the competitive assessment. Ms. Ergun emphasized that repeated RFIs should not automatically be interpreted as evidence that a transaction is in difficulty. In-house teams need to manage expectations internally while still treating each request seriously and considering where the response may lead. 

Morocco’s approach to historical transactions was another major theme. The panel explained that the Moroccan Competition Council has increasingly scrutinized previous transactions disclosed during new merger filings and may also examine publicly announced transactions that were not notified. Ms. Scalbert said this has changed internal recordkeeping expectations. A simple note that no filing was required may no longer be enough. Companies should retain the turnover figures, factual assumptions and reasoning supporting the original decision so that the analysis can be reconstructed years later, even if the employees involved have moved on. 

Ms. Ergun similarly emphasized the importance of preserving institutional memory around filing decisions. Companies typically retain detailed records of transactions they notified, but historically may have kept much less documentation for jurisdictions where they concluded no filing was necessary. In Morocco, that can become a problem if the authority later asks the company to justify why a prior deal was not notified. The panel also discussed the possibility that review of a current transaction may be delayed while an earlier filing question is resolved, creating another potential threat to deal timing. 

Looking more broadly, the panel agreed that North African jurisdictions have moved significantly higher on the list of regulatory priorities for multinational businesses. Ms. Scalbert explained that Morocco and Egypt are now incorporated into the main multi-jurisdictional assessment rather than handled as secondary workstreams. This affects internal resource allocation, deal certainty and transaction timetables even where competitive concerns are limited. Ms. Ergun added that the growing importance of these regimes can also affect sell-side strategy. Even where the purchaser is responsible for filings, sellers may need to take a more active interest in whether the buyer understands local procedures and has appropriate counsel in place. 

The session underscored a consistent practical message: merger control in Morocco and Egypt increasingly requires early analysis, realistic timeline planning, strong internal coordination and a detailed record of filing decisions. These jurisdictions are becoming an established part of global transaction planning, and their procedural requirements, enforcement practices and interaction with regional regimes can have a material effect on how cross-border deals are structured and executed.