The UAE Cabinet recently issued Decision No. (3) of 2025 confirming the filing thresholds that will apply under the new merger control regime effective from 31 March 2025. This brings important and long-awaited clarity to the new UAE merger control regime, which was enacted in December 2023, and it is hoped that further details of the regime will become clearer once the upcoming Implementing Regulations are published (or through other legislative guidance).

New filing thresholds

From 31 March 2025, an "Economic Concentration" (e.g. a merger, acquisition, joint venture transaction, etc.) will need to be notified to the UAE Ministry of Economy (the "MoE") for review at least 90 days before completion if, either:

• the transaction parties' combined sales in the relevant market in the UAE during the last fiscal year exceeded AED 300 million (c. US$82 million at the time of writing); or
• the transaction parties have a combined market share exceeding 40% of total sales in the relevant market in the UAE in the last fiscal year (this threshold forms part of the previous UAE merger control regime).

Potentially significant penalties

Failing to notify a transaction meeting either of the above thresholds can lead to significant penalties.  Violating parties can be fined an amount between 2% and 10% of the annual revenue they derive from the sale of the relevant goods or services in the UAE. If the revenue in the UAE from the relevant goods or services cannot be determined, the fine will be between AED 500,000 and AED 5 million.

Key takeaways for businesses

As the new filing thresholds come into effect very soon, businesses with activities in the UAE may need to assess their M&A transactions against the new filing thresholds if those transactions are likely to complete from 31 March 2025.

If it is likely that a transaction will need to be notified to the MoE for review under the new filing thresholds, this should be factored into the deal timetable at an early stage, as completion may only take place once the MoE issues its approval decision.  It is possible that, in practice, this could take longer than 90 days from notification as provided for under the new regime (for example, requests for further information from the MoE can pause the review timetable).

Further clarity on the horizon

The publication of the new filing thresholds is a welcome step towards clarifying the application of the new UAE merger control regime.  However, uncertainty remains over many key aspects of the regime, such as:

• whether the reference to the "relevant market" in the new filing thresholds means that they are confined to the goods/services directly affected by the transaction;
• how minority acquisitions will be treated;
• whether greenfield joint ventures and non-full-function joint ventures are captured; and
• sectoral and other exemptions to the filing requirement, as the exemptions under the previous regime (including, for example, in relation to specific sectors, and entities which are more than 50% government-owned) are repealed. The new regime does provide an exemption for entities owned by the UAE Federal Government (or one of the local governments of the emirates of the UAE), but it remains to be specified which such entities may benefit from the exemption.

It is hoped that the upcoming Implementing Regulations, or other legislative guidance, will provide much needed clarity on these and other areas of the new merger control regime.