South Africa’s competition authorities have increased the financial thresholds that trigger mandatory merger notifications, a move expected to exempt more mid-market transactions from regulatory scrutiny while lifting filing costs for larger deals. The revised thresholds and fees, gazetted by the Minister of Trade, Industry and Competition in consultation with the Competition Commission, took effect on May 1, 2026.
Under the new rules: - Intermediate mergers: The target firm threshold rises to R200 million from R100 million, while the combined asset/turnover threshold increases to R1 billion from R600 million. The filing fee climbs to R220,000 from R165,000. - Large mergers: The target threshold moves to R280 million from R190 million, and the combined threshold jumps to R9.5 billion from R6.6 billion. The filing fee increases to R735,000 from R550,000. Transactions below the intermediate thresholds continue to be treated as small mergers and generally require notification only if the Commission specifically calls for them. The adjustments do not change the underlying methodology for calculating assets and turnover. While the changes were signed on May 4 and published in the Government Gazette on May 8, the notices specify an effective date of May 1 and contain no transitional provisions. Deal advisers are scrambling to determine how the new thresholds apply to transactions signed or notified in the first week of May. The upward revision of thresholds — the first significant increase in several years — is designed to account for inflation and economic growth, reducing the number of filings for smaller transactions that pose limited competition risk. However, the steeper filing fees will raise costs for companies pursuing larger combinations. Corporate lawyers and M&A practitioners in Johannesburg say the changes should help unclog the Commission’s review pipeline and provide greater deal certainty for private equity and mid-cap transactions in sectors ranging from retail and manufacturing to technology and financial services. The Competition Commission has faced pressure in recent years to balance rigorous enforcement with the need to facilitate investment and economic activity in Africa’s most industrialised economy. Deal-makers are now reviewing pipelines to assess whether pending transactions fall under the old or new regime.
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