In December 2023, the UAE legislator enacted a new Competition Law), which introduced—among other changes—the concept of turnover based notification thresholds. in early 2025 the turnover threshold was defined as AED 300 million (approx. USD 81.6 million) annual UAE turnover in the relevant market and the new regime entered into force end of March 2025. The Implementation Regulations to the new law are still pending. Hence details on the new regime are still unclear. However, during the first weeks of application the UAE authorities have provided some guidance on the application of new regime. This client brief provides some first experiences with the new regime.
Assessment of turnover threshold
The recent amendments of the UAE merger control regime introduced turnover based thresholds alongside the market share threshold. The new turnover threshold requires notification, where the parties collectively have a turnover exceeding AED 300 million (approx. USD 81.6 million) annually in the the relevant market in the UAE.
There has been some confusion around what UAE turnover should be
considered. Some publications have suggested that UAE turnover in
any market would be relevant. However, the statutes explicitly
state that only UAE turnover in the relevant market will be
considered when assessing whether the thresholds are met. What is
the relevant market is defined based on the target's global
activities. It is not limited to the target's UAE activities.
However, overlap in the UAE is not required to trigger a filing.
The turnover threshold is met, if all relevant parties together or
one party alone has a UAE turnover exceeding AED 300 million
(approx. USD 81.6
million) in the relevant market. Hence, the acquirer's UAE
turnover alone may trigger a filing obligation. But only if the
acquirer achieves turnover of more than AED 300 million (approx.
USD 81.6 million) in the UAE in the relevant market.
Target activity in several markets
The statutes do not address how the the turnover thresholds are assessed if the target is active in several markets. Recent consultations with the UAE authorities suggest that the parties' UAE turnover in all relevant markets should be added when assessing whether the threshold is met. Hence, if the target is active in several markets a filing is required, if the sum of the parties' turnover in all relevant markets in the UAE exceeds AED 300 million (approx. USD 81.6 million).
Filing and formalities
The UAE authorities have eased the formal burdens for filing somewhat. The authority still requires all documents to be submitted in Arabic and all powers of attorney to be fully legalized. Still, the authorities will initiate their review based on English documents. Still, the powers of attorney still must be submitted in fully legalized form. Also, the authorities will not issue the clearance decision before they receive a full set of translated documents. While this makes filing somewhat less burdensome, parties should consider timeline for procuring translations. The amended UAE Competition Law provides that where a transaction is not actively cleared within the statutory review period, the transaction is deemed objected to. Hence, parties should not impose additional time stress on the UAE authorities' review by holding up the translation process.
Way forward
While significant questions remain, the UAE authorities have provided some clarifications of the new UAE merger control regime. The additional guidance on the turnover threshold and its calculation provides increased certainty for parties contemplating whether a notification to the UAE authorities must be made. Furthermore, the UAE authorities accepting to initiate their review based on English language documents may allow parties to make filings earlier. Still, fully formalized powers of attorney are required to initiate the authorities' material review. Therefore, the powers of attorney may easy become the timing item for filing. The UAE is not party to the Hague Document Convention. Consequently, foreign documents to be used in the UAE cannot be legalized using an apostille. Instead, legalization must follow the process bilaterally agreed between the UAE and the country from which the documents originate. This process may take considerable time. Thus, parties are well advised to start legalization of the powers of attorney early.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
