South Africa’s merger control regime is poised for a long-overdue recalibration. After almost ten years of regulatory stasis, the Minister of Trade, Industry and Competition has published draft amendments that would materially revise merger thresholds and increase filing fees under the Competition Act.
The authority to make these adjustments flows from section 11 of the Competition Act 89 of 1989, which permits the Minister to determine the financial thresholds that trigger mandatory merger notification, as well as the methodology for calculating them. Exercising that power, Minister Parks Tau has now invited public comment on proposed amendments that would significantly raise both the lower and upper thresholds applicable to merger filings.
The proposed changes reflect a recognition that the current thresholds no longer align with economic realities. Inflation, increased transaction values and the rising cost of compliance have rendered the existing framework increasingly burdensome, particularly for transactions that pose little or no risk to competition. The draft amendments seek to correct this imbalance by narrowing the scope of transactions requiring notification and allowing competition authorities to focus on mergers with genuine economic and competitive significance.
In terms of the Competition Act, a merger occurs when one firm acquires or establishes control over the business of another. Mergers are classified as small, intermediate or large based on prescribed financial criteria. Small mergers fall below the lower threshold and generally do not require notification, while intermediate and large mergers may not be implemented without prior approval, provided that both the combined turnover or asset value threshold and the target firm threshold are met.
The draft amendments propose a substantial upward shift in these figures. For intermediate mergers, the combined turnover or asset value threshold would increase from ZAR 600 million to ZAR 1 billion, while the target firm threshold would rise from ZAR 100 million to ZAR 175 million. The filing fee applicable to intermediate mergers would increase from ZAR 165 000 to ZAR 220 000.
Large mergers would see an even more pronounced adjustment. The combined turnover or asset value threshold is proposed to increase from ZAR 6.6 billion to ZAR 9.5 billion, and the target firm threshold from ZAR 190 million to ZAR 280 million. The filing fee for large mergers would rise from ZAR 550 000 to ZAR 735 000.
Measured in percentage terms, the increases are substantial. The lower thresholds would rise by approximately 60 to 75 per cent, while the higher thresholds would increase by roughly 44 to 47 per cent. These changes are expected to reduce the overall volume of notifiable mergers, particularly at the lower end of the market, and to curb the number of transactions categorised as large mergers.
The likely practical effect is a lighter regulatory load for smaller and mid-sized transactions, reduced compliance costs for merging parties and fewer delays in deal implementation. At the same time, the Competition Commission should be better positioned to allocate its limited resources to complex or high-impact mergers that warrant closer scrutiny. From an investor perspective, the amendments also signal an intention to modernise the regulatory environment and reduce unnecessary administrative friction.
Taken together, the proposed amendments mark a meaningful evolution of South Africa’s merger control framework, bringing notification thresholds closer in line with current economic conditions and enforcement priorities. Interested parties have until 10 March 2026 to submit written comments on the draft regulations. Until the amendments are finalised and brought into force, merger notifications will continue to be assessed in accordance with the existing thresholds.
