Shai Bakal, Ayal Hacohen and Noa Haver authored the Israel chapter of Global Legal Insights’ Merger Control Laws and Regulations 2026 guide, covering Israel merger control 2026 developments: the Israel Competition Authority’s (ICA) draft New Guidelines, enforcement trends, and industry-specific merger review.
Overview of merger control activity during the last 12 months
According to the Israeli Economic Competition Law, 5748–1988 (“Competition Law”), the Director General of the Israel Competition Authority (“Director General” and “ICA”, respectively) has the power to either approve, block (if there is a reasonable likelihood that the merger will significantly harm competition in a relevant market) or grant conditional approval for the transaction (if the imposed conditions can eliminate harm to competition).
In April 2026, the ICA published, for public comment, a draft of the “Guidelines for the Competitive Analysis of Mergers” (the “New Guidelines”). The New Guidelines set out, in a more comprehensive and structured manner, the types of competitive concerns it examines and the analytical framework it applies in merger review. The New Guidelines are not intended to change the ICA’s merger decision-making process, but rather to formalise the policy that evolved in recent years, diverging from the guidelines published in 2011. The New Guidelines address a broad range of issues, including horizontal, vertical and conglomerate concerns, theories of unilateral and coordinated effects, potential and nascent competition, access to competitively sensitive information, economic analysis, market definition, concentration measures, and additional topics such as serial acquisitions, multi-sided platforms and buyer power. They also reflect the significant weight the ICA places on competitive concerns and the practical difficulty parties may face in dispelling them, particularly in concentrated markets or where the ICA considers there to be a reasonable possibility of significant harm to competition. Further details regarding the New Guidelines are discussed later in this chapter.
According to the ICA’s annual report for 2024, the number of merger notifications was slightly higher than 2023, yet significantly lower than in previous years. Until 2023, there had been a general upward trend in the number of notification forms filed, from 180 (2020) to 267 (2021), with a slight decrease to 242 (2022). However, in 2023 – a very atypical year for the Israeli market, due to civic protests and the breakout of war on 7 October – only 164 notification forms were filed. In 2024, 176 notification forms were filed.
Out of 163 merger decisions made by the ICA in 2024, 154 were unconditional approvals, seven were approvals subject to conditions, and two were decisions to block the merger (Milouoff/Of Tov and Harel/Isracard). An additional four mergers were withdrawn following concerns raised by the ICA.
An analysis of the ICA’s track record over the last decade indicates that the percentage of mergers blocked has remained relatively stable at 0–2%, while only 1–3% of notifications were withdrawn. However, it is impossible to determine how many companies chose not to pursue complex merger transactions in the first place due to increased ICA scrutiny and the growing likelihood that such transactions would be blocked.
In recent years, there has been a notable rise in the average duration of merger investigations, both for complex mergers and benign transactions. In 2024, the average review time was 38 days, compared to 36 in 2023, 37 in 2022, 23 in 2021 and 18 in 2020. The increased amount of information required in the current versions of the notification forms has undoubtedly undermined their intended purpose. Although the ICA asserted that requiring more comprehensive notifications would reduce the need for follow-up information requests during merger investigations and thereby shorten the review period, in practice it has resulted in longer filing preparation times followed by lengthier review periods. Timelines have gradually increased even for straightforward transactions, and in 2024 the average duration of merger investigations for non-problematic transactions was 27 days.
The ICA is also gradually increasing enforcement against gun-jumping violations. In this context, the ICA has reached consent decrees, which are subject to the Competition Tribunal’s approval, in several alleged gun-jumping cases in 2022–2026 (most of which were alleged technical violations). In the last 12 months, consent decrees were signed with Shufersal (ILS 1.5 million) and with Keshet Teamim and Dudu Outmezgine (ILS 750,000 and ILS 36,000, respectively).
To increase the transparency of merger control proceedings, in May 2025 the ICA commenced publishing on its website a list of transactions under review, including mergers and exemption applications. The list includes the identities of the parties but does not disclose confidential information. In addition, the ICA publishes a list of transactions whose review was concluded during the month preceding publication. Parties seeking to keep a transaction confidential are requested to submit a reasoned application to the ICA prior to filing.
New developments in jurisdictional assessment or procedure
The main policy document regarding merger procedure is the Director General’s Premerger Filing Guidelines, published in 2008, together with accompanying Q&A documents published over the years by the ICA, relating to technical merger control procedure issues. These elaborate and add important aspects that are not evident from a simple reading of the merger control provisions of the Competition Law.
In March 2022, an amendment to the Antitrust Regulations (Registry, Publication and Reporting of Transactions), 5764-2004, entered into force, with significant and far-reaching effects, both with respect to the scope of transactions requiring approval by the Director General and the extent of disclosure required when filing merger notifications. The current monetary threshold was increased and is now set at an individual turnover of ILS 23,040,000 (approximately USD 7.8 million) and an aggregate turnover of ILS 423,780,000 (approximately USD 143.6 million). These figures are updated annually every January. The amendment also expanded the scope of information that parties to a merger must submit, including details relating to filings made in other jurisdictions, as well as information regarding the parties’ agents, distributors, or other representatives in Israel.
As noted above, rather than reducing the need for requests for further information and shortening the review period, this change has increased both the preparation and review time.
Another factor that delays review timing is the stricter policy adopted in relation to the point at which a transaction is considered to be concrete enough to be reviewed. The ICA’s current policy is not to commence the review of a transaction that has unfulfilled condition precedents that are subject to the parties’ completion (in contrast to regulatory approvals).
In 2012, the ICA published the Guidelines Regarding the Use of Enforcement Procedures of Financial Sanctions, which state that the illegal execution of non-horizontal mergers would normally be enforced by way of financial sanctions (an administrative tool), while horizontal mergers will normally be subject to criminal enforcement. According to the Competition Law, the Director General has the authority to impose fines for gun-jumping violations – currently up to 8% of a corporation’s annual turnover, with a maximum limit of approximately ILS 121,803,890 (approximately USD 41.2 million), and up to ILS 1.22 million (approximately USD 412,500) for individuals. See examples of recent enforcement cases above.
With respect to foreign-to-foreign transactions, the ICA usually clears such transactions rather quickly if there are no competitive overlaps between the parties. In more complicated cases, the ICA previously used to postpone the review and clear the transaction immediately upon its clearance by notable key authorities (usually the US or EU authorities). However, the ICA’s approach has evolved in recent years. Its current approach is “hybrid” – the ICA conducts an independent local impact assessment and, if such assessment does not indicate unique competitive effects in the local market, it will typically postpone the review in anticipation of clearance by notable foreign authorities.
In several industries that are often characterised by global geographic markets, such as digital and online advertising, pharmaceuticals, technology, mobility, and telecommunications, the ICA has increased its degree of cooperation with foreign competition authorities, mainly in the EU and US. Furthermore, the ICA has more recently begun to maintain more comprehensive contact with other competition authorities, and, as a matter of routine, parties are asked to provide waivers to allow the ICA to communicate with other competition authorities that are also examining the merger.
Recently, the ICA has also become increasingly keen to verify that any remedies accepted by such authorities are also applicable in Israel. For example, if there is a carve-out to a third party, the ICA may also want to approve the identity of the buyer to verify that the buyer is active in Israel and that the carve-out alleviates local concerns.
Key industry sectors reviewed and approach adopted to market definition, barriers to entry, nature of international competition, etc.
The food sector
In recent years, the ICA has spent considerable resources on the food sector, including new legislation advocacy, administrative and even criminal investigations. These efforts have been aimed at addressing significant criticism from the government and the media over the rising costs of supermarket goods.
Accordingly, the ICA’s approach to mergers in the sector has generally been negative. In April 2024, the ICA blocked a merger between Milouoff and Of Tov, which operated at different stages of the broiler chicken value chain and sought to merge their activities in the slaughtering and marketing of fresh broiler chicken. The ICA stated that the characteristics of that market enable firms operating within it to engage in coordinated conduct even without any explicit or unlawful coordination between them. Had the merger been approved, it would have made such coordinated conduct easier and would have harmed competition and consumers, inter alia, by increasing symmetry among market players and strengthening the structural links between the company the parties sought to establish and another competitor in the market. Similarly, during 2021 and 2022, the ICA blocked several mergers in the food sector, which accounted for a significant share of all objections to mergers during those years. Among the more notable cases was the prohibition, in March 2022, of the merger between Strauss, one of Israel’s largest food suppliers, and Weiler, a local manufacturer of tofu products. The ICA’s review raised several concerns, mainly regarding the concentration of the relevant market, in which the company to be acquired held a dominant position, the parties’ operations in related tofu products, and the acquiring company’s status as a potential entrant into the market. After blocking the transaction, the ICA also investigated a potential gun-jumping breach by the parties and decided to impose an unprecedented monetary payment of ILS 111.3 million (the maximum amount that could then be imposed under the law) on Strauss, and ILS 1.53 million on Weiler, as well as personal financial sanctions on officeholders.
In another case, a private equity fund owning Sugat, a major food supplier, intended to acquire StoreNext, a retail data analytics provider. StoreNext’s data is widely used by suppliers and retailers. StoreNext also operates a procurement portal through which numerous retailers and suppliers engage. In practice, any supplier seeking to sell products to a retailer that uses the portal must also access the portal. In her decision, the Director General raised concerns that, as a result of the merger, Sugat may have an incentive to impede other suppliers’ access to the essential portal or gain access to information about other suppliers and retailers. Ultimately, the parties withdrew the request for approval.
In contrast, in August 2024, the ICA approved a merger between Strauss and Marina Group involving the acquisition of Strauss’s operations in a company engaged, among other things, in the fresh vegetables market, which had significant activity across various categories. The ICA’s review found that Marina would not have the ability to foreclose its competitors, inter alia, given the nature of the products, which require a high degree of freshness, the high costs associated with refusing to supply such products, and the fact that competitors would remain on the margins of the market and would prevent Marina from raising prices for its other products.
The finance industry
In the finance industry, the Director General blocked a merger in February 2024 in which Harel Insurance Investments & Financial Services Group intended to acquire the credit card company Isracard. According to the Director General, the merger raised competitive concerns, mainly because Harel is a leading company in the health insurance market. Given its high market share in the relevant market, there was concern that it could exercise unilateral market power by exploiting customer information shared with Isracard. This could have led to price discrimination, enabling Harel to expand its services at the expense of its competitors. Meanwhile, competing insurance companies would not have had access to this kind of information, harming their ability to compete.
In contrast, the Director General had approved a similar transaction in March 2023, involving the acquisition of Warburg Pincus Financial Holdings (Israel) Inc., the parent company of Israeli credit card services company, Max It Finance Ltd., by Clal Insurance Enterprises Holdings Ltd. Clal purchased WPI (as the holder of the Max group) subject to conditions, namely that Clal will not hold more than 7.5% in a banking corporation without prior approval of the ICA, although the same concern that led the Director General to block the Harel/Isracard merger was also raised in this earlier transaction.
In October 2023, the Director General recommended that the Government Companies Authority prohibit two groups (one group led by Discount Capital, and one group that includes Mizrahi Tefahot) from submitting an application for the purchase of the Israel Postal Company Ltd., which is undergoing privatisation, mainly due to the competitive relationship between the banks and the Postal Bank (operated by the Postal Company), which would limit the competitive potential of the Postal Bank.
In 2024, the ICA conducted an in-depth examination, for the first time, of concerns related to common ownership by institutional entities. The case in question involved a private equity fund, Fortissimo, which sought to acquire control of cellular company Cellcom. Fortissimo itself did not have any significant competitive overlap with Cellcom’s operations. The ICA assessed whether there was a competitive concern arising from passive minority holdings – both direct and indirect – of institutional entities in Cellcom (including through their investment in the Fortissimo fund), given that these institutional entities also jointly held passive minority stakes in Cellcom’s competitors. The ICA determined that there was no reasonable concern of harm to competition due to the shared minority holdings, and approved the transaction.
The digital economy sector
In the digital economy sector, the ICA published a public consultation on competition in the internet/digital economy in September 2018, addressing several challenges that exist in the digital economy, such as the difficulties of implementing “traditional” tests when it comes to market definition, or market power tests, in the digital economy. In December 2020, the ICA published a report on “Acquisitions of Israeli Start-ups: Ex-post Examination”, stating that non-direct evidence of killer acquisitions in Israel has been found in the ICA’s investigation.
As noted above, in recent years, the ICA has been increasingly giving more weight to holders of databases and the ability to analyse them using digital tools in the context of merger reviews (such as the Harel/Isracard and StoreNext transactions). Data is also regarded as an important input and receives particular emphasis in the New Guidelines.
In May 2025, the proposed merger between Gett and Pango was withdrawn after the ICA informed the parties that it intended to oppose the transaction. Although the parties were not direct competitors, the ICA was concerned that combining two leading digital platforms in ride-hailing and parking payments, in markets characterised by network effects, scale advantages and entry barriers, could foreclose rivals and further strengthen the merged entity’s market power.
Dynamic factors
In 2024, the ICA carried out a series of retrospective investigations focused on dynamic efficiencies considered during the review of approved mergers, in order to evaluate whether the dynamic factors considered during the approval of mergers actually materialised as expected. The main conclusion was the need for caution when relying on dynamic efficiencies in merger approvals, particularly in markets with bureaucratic and regulatory barriers and in complex, long-term projects.
The ICA gives material weight in its analysis to the incentives of the parties and is not easily convinced that dynamic competition will remedy flawed incentives. For instance, although the 2011 Guidelines originally state that the review of options would typically be conducted at the time of their exercise rather than their grant, the ICA currently views the mere holding of the option from the time it is granted and prior to its exercise as relevant, and assesses the effect it may have on the parties’ incentives.
Market definition – the New Guidelines
The New Guidelines address how the ICA assesses and defines markets in merger reviews. While they provide some guidance on market definition, they mainly preserve significant flexibility for the ICA to define markets, or even not define them, in a manner that is appropriate to the specific circumstances. In this regard, the ICA clarifies that it may use various characteristics and tests, such as the significant and non-transitory increase in price (“SSNIP”) test (including using critical loss analysis), or, when SSNIP is not applicable, practical qualitative indicators of substitutability between products. The New Guidelines also address different types of market definition, such as cluster markets, aftermarkets, two-sided platform markets and more. Nonetheless, the New Guidelines state that market definition is required only in some cases, while in others it is sufficient to show rivalry or market power in order to substantiate potential harm to competition.
The ICA may also consider an emerging market that does not yet exist at the time the merger is reviewed. In certain circumstances, market definition may be based on customer identity or be determined by reference to either a single or a bundle of products or services, also with respect to aftermarkets. The New Guidelines further refer to “other types” of markets, such as one-stop-shop markets, cluster markets, and ecosystems.
Key economic appraisal techniques applied, e.g., as regards unilateral effects and coordinated effects, and the assessment of vertical and conglomerate mergers
The New Guidelines clarify that the classification of merger parties as competitors (actual or potential) does not depend on market definition but rather focuses on whether there is actual or potential competitive rivalry between the merging parties. The degree of concentration in the market affected by the merger may serve as a useful indicator for assessing the competitive concerns raised by the merger. As needed, the ICA will examine the level of concentration that will prevail following the merger and the change in concentration resulting therefrom, using various concentration measures, mainly the Herfindahl-Hirschman Index (“HHI”), but also the X-firm concentration ratio, and the number of significant competitors in the market (even without regard to their market shares). Where the level of concentration following the merger exceeds a specified threshold and the merger increases concentration by a certain amount, a rebuttable presumption will arise that the merger will significantly harm competition, and the parties must demonstrate that the merger does not give rise to a reasonable possibility of significant harm to competition. The higher the concentration ratio, the clearer and more convincing the evidence required to refute the presumption. The introduction of market share presumptions represents a major change from the traditional approach of the ICA since the late 1990s, which viewed concentration levels only as a starting point and used the HHI and market share thresholds as a safe harbour for mergers. In contrast, the New Guidelines clarify that even if a merger does not give rise to that presumption, the ICA may nevertheless oppose it or condition its approval, if other evidence available to it indicates a reasonable possibility of significant harm to competition as a result of the merger.
Under the New Guidelines, the ICA elaborates on the concerns arising from horizontal mergers by reference to two principal theories of harm: unilateral effects; and coordinated effects. The assessment of unilateral effects focuses on competition between the two merging firms and neither requires nor depends upon market definition. With respect to coordinated effects, the ICA focuses on coordination as such, without distinguishing between lawful and unlawful coordination.
The New Guidelines clarify that the independent entry of a new competitor, or the organic expansion of an existing competitor, in a concentrated market is preferable in the ICA’s view to an entry or expansion by a merger with a competitor (actual or potential).
The New Guidelines also address two aspects of potential competition: actual potential competition; and perceived potential competition.
The New Guidelines additionally address mergers involving a nascent competitor, which may raise concerns particularly where the other merger party is a dominant competitor and the nascent competitor may, in the future, threaten its dominance; the issue is also examined through the lens of killer acquisitions.
The New Guidelines add on the 2011 Guidelines and include a dedicated chapter dealing with non-horizontal mergers, namely vertical mergers and conglomerate mergers, clarifying that the distinction between them is not always clear-cut. A non-horizontal merger may harm competition by giving the merged entity the ability and incentive to engage in exclusionary conduct toward its competitors, thereby impairing those competitors’ ability to compete and, in turn, harming competition. The New Guidelines also address the concern arising from access to competitively sensitive information in non-horizontal mergers.
With respect to vertical mergers, the New Guidelines emphasise that such mergers may significantly harm competition where the merged entity is able to restrict its competitors’ access to an input or to customers, provided that it has both the ability and the incentive to do so.
With respect to conglomerate mergers, the New Guidelines note that, although such mergers are generally neither horizontal nor vertical, some other competitive connection may exist between the merging firms, such as the sale of products to the same customers, or where the merger creates multiple points of interface between the merged entity and a competing firm.
A common concern in conglomerate mergers addressed by the New Guidelines is tying across markets that leads to rival foreclosure, particularly in industries characterised by economies of scale, scope, or network effects. In this context, the ICA also examines the merged entity’s ability to target such tying at customers who are reasonably likely to accept the tied offer, including by using large-scale data sets (including by artificial intelligence).
The New Guidelines address several additional issues regarding all sort of merger reviews, including serial acquisitions, multi-sided platforms and buyer power.
Lastly, the New Guidelines address the various ways in which merging parties may seek to defend an otherwise problematic merger, mainly by proving unique and transferable efficiencies (a defence that has yet to be accepted in practice) or rebutting the static analysis of the merger by pointing to convincing dynamic arguments. In this regard, the ICA clarifies that it will be very careful in accepting dynamic mitigating arguments without clear proof of their likely and timely materialisation.
Approach to remedies (i) to avoid second stage investigation, and (ii) following second stage investigation
If its analysis results in a conclusion that the merger is anticompetitive, the ICA will examine whether any available remedies can eliminate the potential harm to competition. If such remedies are unavailable, the ICA will block the merger, subject to the rare circumstances in which an efficiency defence or the failing firm doctrine may apply. While it is not uncommon for parties seeking swift approval for complicated mergers to offer upfront remedies to expedite the review process, it is more common for remedies to be discussed only if the ICA reaches a tentative conclusion that the proposed merger may significantly reduce competition in the market. In such cases, the parties may propose remedies that eliminate the harm to competition or, alternatively, the ICA may stipulate the conditions required for approval, which may then be discussed with the parties.
Over the years, there has been an evident decrease in the use of remedies by the ICA. While in the years 2000–2005 approximately 18% of merger decisions included remedies, this number decreased to only 6–8% by 2018, and these percentages dropped further to approximately 0–2% from 2018–2023. In 2024, the number was slightly higher than in previous years, with seven mergers, approximately 4%, that were conditionally approved.
Although, according to the Guidelines for the Competitive Analysis of Horizontal Mergers (the “2011 Guidelines”), the ICA’s position is to favour approving a merger subject to remedies rather than blocking it, the ICA is becoming less willing to rely on conditions to remedy competitive concerns, and is particularly sceptical regarding the possibility that behavioural remedies will address the concerns (see above the Director General’s rationale for blocking the Harel/Isracard transaction). This aligns with the global trend of reluctance towards both behavioural and structural remedies. Currently, the ICA primarily considers structural remedies with a fix-it-first requirement.
The Guidelines on Remedies for Mergers that Raise a Reasonable Concern for Significant Harm to Competition (the “Remedies Guidelines”), published by the ICA in 2011, outline the governing legal principles of merger remedies. Two stand out:
- the ICA may impose conditions only for mergers that it would otherwise block; and
- remedies are preferable to outright objection to the merger whenever they are capable of mitigating harm to competition.
According to the Remedies Guidelines, the ICA will generally prefer structural remedies over behavioural remedies, seeing them as generally more effective, as they deal with the underlying issue rather than its symptoms. Moreover, they do not require complex and constant monitoring, demand fewer public resources and are executed within a defined, often brief, time period. Nevertheless, in certain instances, behavioural remedies, or a mix of behavioural and structural remedies, would be more appropriate.
However, the implementation of structural remedies has also faced difficulties, including a failed attempt at divesting several supermarket stores in a major food retail case. Rather, the ICA shifted to an a priori sale of assets (“fix-it-first”) remedy as the “new standard”. This was demonstrated in the decisions to approve the merger between Shufersal Inc. (retail chain) and New-Pharm Drugstores Ltd. (drugstore chain), the merger between Reshet and Channel 10, the merger between Nativ Hahesed merger and Bar-Kol (retail chain), and the merger between Dor Alon (AM:PM) and Alma Market (retail chain; the merger eventually did not take place).
In the Dor Alon (AM:PM)/Alma Market case in August 2024, the ICA approved the merger between Dor Alon and Alma Market, subject to a structural remedy requiring Alma Market, prior to consummation of the transaction, to complete a fix-it-first divestiture of the rights in a specific store in Tel Aviv to a third party approved in advance by the Director General, while another Alma Market store on the same street had been transferred to a third party before filing. In addition, the parties were prohibited from operating stores at that location for five years following completion of the merger. The ICA concluded that, absent these conditions, the merger raised concerns that the merged entity would hold significant market power in certain geographic areas, enabling it to increase prices or adversely affect service conditions without sufficient competitive constraint. Ultimately, the merger did not take place.
In the Harel/Isracard case, the ICA rejected the possibility of adopting behavioural conditions to approve the merger, and opted to outright block it.
Key policy developments
The ICA is taking a stricter approach to mergers, with an increased tendency to block complicated transactions (as explained above). The ICA’s stricter approach is reflected, among other aspects, in the following aspects:
- an increasing tendency to block mergers when in doubt, even if the theory of harm is not solid;
- intervention in vertical and conglomerate mergers, which were previously subject to minimal scrutiny, including based on theories related to technological use of data as well as concerns regarding tying and bundling;
- longer review timelines;
- a growing inclination to intervene in international transactions, including intensive review, consults with other authorities, assessing the effectiveness of conditions imposed at the international level, and an increasing tendency to delay approval until all required clearances have been obtained in the US and Europe; and
- an increased tendency to reject merger filings due to technical deficiencies and, in some cases, even due to disputes over how the merging companies present the information and define the market.
Regarding remedies, the ICA is expected to continue to prefer to implement structural remedies rather than non-structural remedies and implement a fix-it-first policy with respect to divestitures. Obligations and commitments of third parties that acquire carved-out assets are also becoming more prevalent.
With respect to international mergers, especially those involving industries with which the ICA is less familiar, or when the “remote” access of the ICA to the foreign entities makes it difficult for the ICA to gather the extensive information needed to analyse the merger, the ICA’s policy is to defer its approval pending the decision of other relevant antitrust authorities. The ICA may want to consider remedies offered to the foreign authority and possible Israeli-specific aspects, and will take a few business days after the relevant foreign authority’s decision to finalise the decision locally. In recent years, this practice has become increasingly common in foreign-to-foreign transactions, and has had a significant influence on the review schedule of certain merger transactions.
In recent years, a significant amount of enforcement occurred through consent decrees (an agreement between the Director General and the parties approved by the Competition Tribunal), rather than the unilateral imposition of fines authorised by the Competition Law. For companies entering into agreements with the Director General, it is likely a matter of risk allocation.
Recent enforcement cases are those mentioned above.
Reform proposals
There are none expected in Israel.
This chapter was written by Shai Bakel, Eyal Hacohen and Noa Haver for Global Legal Insights’ Merger Control Laws and Regulations 2026 guide, and was copy-edited by Helena Webb of GLI’s in-house editorial team. It was first published by GLI here.
The above content is a summary provided for informational purposes only and does not constitute legal advice. It should not be relied upon without obtaining further professional legal counsel.
