Navigating GAC Merger Control: Clearer Antitrust Timelines for Saudi Deals

Activity levels also shape expectations. In 2025, the GAC reviewed 406 economic concentration applications. It issued 271 No Objection Certificates following full filings and 135 No Notification Required Certificates for transactions that did not meet all thresholds or did not involve a relevant change of control. Baker McKenzie notes that the total value of reviewed transactions reached approximately SAR 1.97 trillion. Out of the 271 approvals, 269 were unconditional and two were subject to conditions. Those 2025 figures underscore that filings are frequent and that parties should build procedural time into transaction documents as a standard condition precedent.

What Sets the Timeline: Thresholds, Tracks, and Transaction Design

Deal teams should start with a structured jurisdictional check. Under current thresholds described in Global Legal Insights, notification is required when three elements are met: combined annual worldwide turnover of at least SAR 200 million (approximately USD 53 million), combined annual Saudi turnover of at least SAR 40 million (approximately USD 10.7 million), and the target’s annual worldwide turnover of at least SAR 40 million (approximately USD 10.7 million). The Saudi turnover requirement can be met by one party alone, possibly the acquirer, and where thresholds are met, no further Saudi link is required; there is no local effects test, and no local subsidiaries or assets are required to trigger a filing obligation. This means the timeline can apply even where the deal is largely offshore, making early screening essential.

In April 2025, Version 5 of the Economic Concentration Review Guidelines introduced a two-track review framework, with Track I (fast track) for straightforward cases and Track II (in depth) for more complex reviews, according to Norton Rose Fulbright. The same source notes a one-year validity period for GAC clearance decisions, meaning parties must close within that period or re-notify or seek an extension. The updated guidance also refines how joint ventures are assessed. HFW highlights the expanded framework for determining when a joint venture is full-function and therefore notifiable, focusing on whether it operates as an independent, self-standing undertaking on a lasting basis with features such as independent management, dedicated assets and staff, its own financing, and operational separation from parents.

Remedies risk can also affect timing and documentation. In 2025, only two clearances were conditional, but those cases show the GAC’s willingness to shape outcomes. Baker McKenzie describes conditions in the NCGI acquisition of Saudi Arabian Glass LLC (SAG), including commitments to cap price increases, maintain quality accreditation, avoid long-term or exclusive customer agreements, keep customers free to choose between the merged entities, and submit an annual report to the authority. Baker McKenzie also reports the authority’s first ever structural remedy in the Schlumberger–ChampionX transaction, which mandated the divestiture of a US subsidiary. For execution planning, that mix of behavioral and structural tools supports conservative scheduling where market overlaps or sensitive inputs are likely to draw deeper scrutiny.