Authored by Marianne Wagener, Adriaan Lourens and José de Faria.
On 8 May 2026, the Minister of Trade, Industry and Competition gazetted amendments to South Africa's merger notification thresholds and merger filing fees under the Competition Act, 1998. The amendments took effect retrospectively on 1 May 2026. This is the first update to the thresholds since 2017.
The amendments increase the financial thresholds and filing fees for intermediate and large mergers as follows:
The basic test for notifiability has not changed. Both legs must still be met for mandatory notification to the competition authorities:
- the combined annual turnover or asset value of the acquiring firm and target firm; and
- the annual turnover or asset value of the target firm.
If only one leg is met, the transaction will not be notifiable. The methodology for calculating annual turnover and asset value remains unchanged.
The higher thresholds should reduce the number of transactions requiring mandatory notification. Some transactions that would previously have qualified as intermediate mergers may now fall below the thresholds and be classified as small mergers.
However, parties should remain mindful of residual regulatory risk. Even where a transaction falls below the notification thresholds, the Competition Commission retains the power to require notification of a small merger within six months after implementation. Parties may also elect to notify a small merger voluntarily where appropriate.
Firms should reassess current and proposed transactions against the new thresholds before implementation, particularly where a transaction was previously close to the intermediate or large merger thresholds.