SOUTH AFRICA RAISES THE BAR FOR MERGER NOTIFICATIONS

Introduction

South Africa’s merger control landscape is set for a meaningful change following the publication of amendments by the Minister of Trade, Industry and Competition proposing revised merger notification thresholds together with increased filing fees payable to the Competition Commission of South Africa (“Competition Commission”), effective 1 May 2026.

While the amendments do not alter the substantive competition assessment framework under the South African Competition Act No. 89 of 1998 (“Competition Act”), they represent a procedural adjustment aimed at aligning merger regulation with prevailing economic realities, inflationary pressures and the growing administrative demands placed on the competition authorities.

A Long-Anticipated Revision

Merger thresholds were last revised in 2017, with filing fees adjusted in 2018. Since then, transaction values, corporate turnover levels, and regulatory workloads have increased materially. Against this backdrop, practitioners and industry stakeholders have increasingly called for an update to ensure that the merger control regime remains proportionate and administratively efficient.

The new amendments seek to address this imbalance by raising the financial thresholds that trigger mandatory merger notification while simultaneously adjusting filing fees to reflect inflation and the operational costs associated with merger investigations.

Revised Financial Thresholds

The increases to both intermediate and large merger thresholds are substantial and are expected to materially reduce the volume of transactions requiring mandatory notification.

The new thresholds are as follows:

Merger category	Current threshold	Revised threshold
Intermediate mergers: combined annual turnover or asset value	ZAR 600 million	ZAR 1 billion
Intermediate mergers: target firm threshold	ZAR 100 million	ZAR 200 million
Large mergers: combined annual turnover or asset value	ZAR 6.6 billion	ZAR 9.5 billion
Large mergers: target firm threshold	ZAR 190 million	ZAR 280 million

The existing methodology for calculating turnover and asset values remains unchanged.

The practical consequence is that several transactions previously classified as intermediate mergers are now likely to fall below the notification threshold altogether.

Increased Filing Fees

Alongside the revised thresholds, filing fees are now increased as follows:

• intermediate mergers – from ZAR 165 000 to ZAR 220 000; and
• large mergers – from ZAR 550 000 to ZAR 735 000.

From a policy perspective, the fee adjustments appear designed to ensure that the Competition Commission remains adequately resourced to investigate increasingly complex transactions, particularly those involving public interest considerations introduced through earlier amendments to the Competition Act.

Implications For Transactions

The most immediate impact of the amendments is likely to be a reduction in mandatory merger notifications, particularly within the mid-market segment. Transactions falling below the revised thresholds will generally qualify as small mergers, which do not require prior approval unless the Competition Commission elects to exercise its statutory call-in powers within 6 (six) months of implementation. This change is expected to streamline execution timelines and reduce regulatory burdens for many acquisitions and internal restructurings.

The revised thresholds may also result in certain transactions previously categorised as large mergers being reclassified as intermediate mergers. This distinction carries practical significance. Large mergers require adjudication by the South African Competition Tribunal following investigation by the Competition Commission, whereas intermediate mergers are decided administratively by the Competition Commission itself. Reclassification may therefore shorten approval timelines and enhance transaction certainty in appropriate cases.

For transactions that remain notifiable, higher filing fees will become an increasingly relevant budgeting consideration. Parties may also need to revisit voluntary notification strategies where transactions fall close to the revised thresholds, particularly in sectors that attract heightened public interest scrutiny.

Key steps for businesses moving forward include:

• reassessing whether pending or anticipated transactions may fall below revised thresholds;
• incorporating revised filing fees into transaction cost modelling; and
• considering participation in the public consultation process where sector-specific concerns arise.

Early engagement with competition law advisers will remain important as parties navigate the transition period.

Conclusion

The new merger filing adjustments represent a pragmatic evolution rather than a reform of South Africa’s competition regime. By raising thresholds while modernising filing fees, policymakers appear to be pursuing a more targeted and administratively efficient merger control system.

The new amendments are likely to reduce unnecessary regulatory burdens on smaller transactions while enabling competition authorities to focus their resources on matters of greater economic significance, a shift that may ultimately enhance both enforcement effectiveness and investment confidence within the South African market.

VDMA’s team of experts is at your disposal for any competition law assistance that you or your business may require.

Published 14 May 2026