The Minister of Trade, Industry and Competition (Minister), in consultation with the Competition Commission has published proposed revisions to the South African merger notification thresholds and merger filing fees (Revisions) and is inviting public comment – see here.
Proposal
The Minister proposes to amend the merger notification thresholds, which were last revised in September 2017, while leaving the methodology of calculation of assets and turnover for threshold calculation purposes unchanged. The Revisions are set out in the table below:
| Category | Lower Threshold: Target Firm Values | Higher Threshold: Combined Target & Acquiring Group Values | ||
| Current | Proposed Increase | Current | Proposed Increase | |
| Intermediate Merger | ZAR 100 million | ZAR 175 million | ZAR 600 million | ZAR 1 billion |
| Large Merger | ZAR 190 million | ZAR 280 million | ZAR 6.6 billion | ZAR 9.5 billion |
In parallel, the Minister has proposed an inflationary adjustment to the merger filing fees, which were last revised in December 2018. The Revisions increase the intermediate merger filing fees from ZAR 165 000 to ZAR 220 000 and large merger filing fees from ZAR 550 000 to ZAR 735 000.
Continuity of rules relating to methodology of calculation
The Revisions specifically confirm that the method of calculation of assets and turnover for threshold calculation purposes set out in Part B of General Notice 1254 of 2017 remains unchanged.
Practical implications for merger planning: There have been calls for some time for an upward revision of the thresholds for merger notifications in South Africa. Given this convergence of views by stakeholders, our view is that the Minister will likely move quickly to gazette the new thresholds upon conclusion of the public participation phase. Our view is that the new thresholds and merger filing fees will likely come into effect as early as mid-March 2026.
If adopted as published, the increased monetary values for the lower and higher thresholds will shift more transactions into the ‘small merger’ category (for which no mandatory merger notification is required), whilst some former ‘large mergers’ will shift into the ‘intermediate merger’ category depending on the turnover and asset value profiles of the transacting parties. The statutory classification rules of ‘small’, ‘intermediate’, and ‘large’ remain anchored to meeting both limbs of the lower or higher thresholds which are restated in the Revisions. For transactions that meet the merger filing thresholds, the proposed fee increases will modestly raise deal costs at notification, particularly for large mergers, although these fees remain comparable to those payable in other jurisdictions of smaller size than the South African economy.
These proposed changes are a welcome relief for businesses and, it is hoped that it will reduce the cost of M&A in South Africa in the immediate term, and regulatory approval timelines in the medium term on a structural basis. Importantly, they also focus the resources of the competition authorities, particularly the Competition Tribunal, to those transactions most deserving of regulatory scrutiny given the size and likely market presence of the transacting businesses.
Timelines for participation: Stakeholders have until 9 March 2026 to submit their comments.
