With effect from 1 May 2026, the Department of Trade, Industry, and Competition (DTIC) increased the mandatory merger thresholds and filing fees. It has been almost a decade since the merger thresholds and filing fees were last increased, in an investment climate marked by slow economic growth and regulatory hurdles.
In January 2026, the DTIC proposed new merger notification thresholds and filing fees for public comment. Following the public consultation process, the Minister of Trade, Industry and Competition, Mr Mpho Parks Tau, in consultation with the Competition Commission (Commission), formally amended the Determination of Merger Thresholds.
Since the previous merger thresholds were published in 2017, inflation and business growth have steadily eroded the thresholds filtering function, resulting in smaller transactions becoming notifiable. Consequently, parties to smaller and mid-market deals have borne the cost and delay of legal and economic analysis, filing fees, and protracted approval timelines, often in circumstances where no genuine competition concerns arise. Therefore, the question now is whether these increased thresholds will translate into a materially more efficient merger process, to the benefit of the Commission and transacting parties.
The higher thresholds should result in fewer mandatory notifications, thereby increasing the Commission's capacity to focus its limited resources on mergers that raise substantive competition or public interest concerns, as well as larger transactions with greater potential to contribute to economic growth. For investors, this signals a meaningful effort to reduce unnecessary regulatory red tape whilst simultaneously safeguarding a competitive market. Coupled with the recent spate of positive initiatives aimed at fostering a more investor-friendly merger control regime in South Africa, including the various guidelines published to clarify the Commission's approach to internal restructurings, indivisible transactions, and pre-merger consultations between the merger parties and authorities, this is a welcome step in the right direction for mergers and acquisitions in South Africa.
The final amended thresholds and filing fees are set out below. Notably, the target firm threshold for intermediate mergers was increased from the proposed ZAR 175 million to ZAR 200 million in the final gazette.
Thresholds for intermediate mergers and revised filing fee
| Previous (ZAR) | New (ZAR) |
Combined turnover or asset value of the acquiring and transferred firms | 600 million | 1 billion |
Target firm turnover or asset value | 100 million | 200 million |
Filing fee | 165 000 | 220 000 |
Thresholds for large mergers and revised filing fee
| Previous (ZAR) | New (ZAR) |
Combined turnover or asset value of the acquiring and transferred firms | 6.6 billion | 9.5 billion |
Target firm turnover or asset value | 190 million | 280 million |
Filing fee | 550 000 | 735 000 |
With the new thresholds now in force with effect from 1 May 2026, and having retrospective effect, dealmakers should immediately assess whether transactions in the pipeline are impacted. The retrospective application means that transactions which were entered into before 1 May 2026, but had not yet been notified to the Commission, must be assessed against the new, higher thresholds. In practical terms, this means that a transaction that would previously have triggered a mandatory notification under the former thresholds may now fall below the revised thresholds, with the result that the parties are no longer required to notify. This has the potential to deliver immediate and tangible benefits to transacting parties, both in terms of avoiding the costs associated with the merger filing process, including filing fees, legal and economic advisory fees, and in eliminating the delays inherent in awaiting regulatory approval.
While merger transactions notified after 1 May 2026, in respect of which no decision has yet been made, may technically be withdrawn if they fall below the revised thresholds, the position in practice may be less straightforward. It is possible that the Commission may take the view that it remains seized with the investigation of such matters, particularly where substantive assessment is already underway. Factors that may inform this approach include the administrative complexities associated with refunding filing fees already paid, as well as instances where the Commission has, during its investigation, identified genuine competition or public interest concerns warranting further scrutiny. Transacting parties in this position would have to engage with the Commission directly to obtain clarity on the matter.
