On 13 February 2026, the Competition Commission of South Africa (Commission) published the “Pre-merger filing consultation guidelines” providing for a process whereby, prior to notification, sellers, acquirers and targets (Parties) may raise competition and public interest queries relating to a notifiable merger with the Commission, to enable streamlined and timely merger reviews following formal merger notification.
What
Pre-merger filing consultations (Consultations) are voluntary, informal and confidential engagements undertaken with the Commission ahead of formally filing a merger notification, aimed at seeking preliminary guidance or clarity on competition and public interest issues relating to proposed mergers.
Consultations are neither binding on Parties and competition authorities, nor do they create expectations of findings or replace advisory opinions or merger reviews by the Commission. Consultations may, however, provide useful guidance on the likely way that the Commission will address certain issues and help to expedite or simplify the merger review process once the formal notification is submitted.
Due to the limited resources of the Commission, Parties may only undertake one Consultation in relation to the same query. The query may not be hypothetical or academic and must relate to transactions actually intended to be concluded by Parties.
Beneficially, the Commission commits to information being dealt with confidentially during Consultations, in line with its confidentiality guidelines.
Who
Any firm proposing to conclude an acquisition, merger or amalgamation as defined in the Competition Act, 1998 may seek a Consultation.
The Commission recommends Consultations in relation to mergers that:
- Require remedies;
- Raise complex competition issues;
- Raise public interest concerns;
- Arise from business rescue proceedings or financial distress.
How
Parties must submit a written request for a Consultation to the Commission, including:
- Outline of proposed merger;
- Competition assessment of complexity of proposed merger;
- Detail of query/ies;
- Proposed attendees of Consultation;
- Dates and times (within the following 10 business days) on which attendees will be available for Consultation.
Impact on merger reviews
A major cause of delay in implementing transactions is the period for obtaining regulatory approvals, including competition approvals. Consultations allow Parties to discuss potential areas of concern in respect of competition and public interest considerations and to explore potential solutions.
As a result, Parties are able to proactively address any competition and public interest concerns in the merger notification, thereby reducing the likelihood of extensive post-submission requests for information by and remedy negotiations with the Commission.
Parties are also able to revise proposed transaction structures in response to guidance from the Commission. This provides greater certainty regarding viability, not just from a commercial point of view but from a competition perspective as well. Parties can have more focused commercial negotiations and reduce transaction execution risk and unnecessary delays arising from issues raised during merger reviews. However, notwithstanding guidance during Consultations, notified mergers will still be subject to full merger review (albeit for potentially shortened periods).
Pre-notification engagement is a well-established feature of many international merger control regimes and parties have often tried in vain to engage with the Commission in pre-notification discussions especially in relation to time-sensitive deals. Given this previous Commission reticence to engage with Parties prior to submission of a merger notification, Consultations could become a welcome addition to the South African merger control regime if the Commission provides meaningful feedback during Consultations. Consultations may provide the opportunity for Parties to align with the Commission as to the likely competition and public interest analysis in respect of a proposed merger as well as potentially viable remedies to address any concerns.
The pre-merger filing guidelines may be accessed here.