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Section 11 of the Competition Act 89 of 1989 ("Competition Act") empowers the Minister of Trade, Industry and Competition to determine, and to amend, merger thresholds and the method for calculating them. After almost a decade since the last adjustment, Minister Parks Tau has published draft amendments to the merger thresholds for public comment. The Minister has also proposed amendments to the filing fees applicable to mergers notifications.
The proposed adjustments introduce substantial upward revisions of both the lower and higher thresholds. These increases reflect inflationary changes since the previous amendment and are consistent with the Competition Authorities' intention to focus regulatory resources on larger and more complex transactions with material economic impact. By raising the thresholds, the amendments seek to reduce the regulatory burden on smaller transactions that pose limited or no competition concerns, particularly given the high legal and economic costs associated with merger filings and the delays inherent in the approval process.
Under the Competition Act, transactions that result in the acquisition or establishment of control by one firm over the business of another ("mergers") may not be implemented without approval from the Competition Authorities if they meet the financial criteria determined by the Minister. The Act categorises mergers as small, intermediate or large.
Small mergers fall below the lower threshold, while intermediate and large mergers fall within, or exceed, the lower and higher thresholds, respectively. For a transaction to be classified as an intermediate or large merger, it must meet both the combined turnover/asset threshold and the target firm turnover/asset threshold.
The draft amendments, published on 27 January 2026, propose the following amendments to the merger thresholds and filing fees:
| Category | Current threshold and filing fees | Proposed threshold and filing fees |
| Intermediate mergers | Combined turnover / asset value: ZAR 600 million
and Target turnover / asset value: ZAR 100 million Filing fee: ZAR 165 000 |
Combined turnover / asset value: ZAR 1 billion
and Target turnover / asset value: ZAR 175 million Filing fee: ZAR 220 000 |
| Large mergers | Combined turnover / asset value: ZAR 6.6 billion
and Target turnover / asset value: ZAR 190 million Filing fee: ZAR 550 000 |
Combined turnover / asset value: ZAR 9.5 billion
and Target turnover / asset value: ZAR 280 million Filing fee: ZAR 735 000 |
The proposed increases are significant: the lower thresholds increase by 60% – 75%, while the higher thresholds increase by approximately 44% – 47%. The beneficial effect cannot be ignored – these adjustments are likely to reduce the total number of merger filings, as smaller transactions fall below notification thresholds and fewer transactions qualify as large mergers. This will enable the Competition Commission to focus its limited resources on complex or high-impact mergers, reduce costs for parties and reduce delays in the closing of transactions, while also signalling to investors that the regulatory framework is being modernised to reduce unnecessary administrative burdens and support economic growth and competitiveness.
Overall, the draft amendments represent a meaningful development of the merger control regime, aligning thresholds with the economic and inflationary developments since 2017.
Stakeholders and interested parties are invited to submit written comments on the proposed amendments by 10 March 2026. Until the Minister publishes the final amendments, merger transactions will continue to be assessed against the current thresholds.
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