The proposed changes to South Africa’s merger notification thresholds have now been finalised, gazetted and in force as of 1 May 2026. Here is what changed and what it means for businesses now that the new framework is in effect.

 What has changed?

The revised financial thresholds apply to both intermediate and large mergers and represent the first update since 2017. One notable change from the draft is that the intermediate merger target firm threshold was initially proposed at R175 million but was ultimately set at R200 million, a more generous upward revision than initially anticipated. Importantly, a combined threshold of R1 billion in assets or turnover must be met by the merging parties before a mandatory notification to the Competition Commission (“Commission”) is triggered.

For intermediate mergers:

• the target firm threshold has doubled from R100 million to R200 million; and
• the combined asset or turnover threshold for the target firm and acquiring group has increased from R600 million to R1 billion. 

For large mergers:

• the target firm threshold has risen from R190 million to R280 million; and 
• the combined threshold has increased from R6.6 billion to R9.5 billion.
  

The increase in thresholds comes alongside higher merger filing fees, also effective from 1 May 2026. For intermediate mergers, the filing fee has increased from R165,000.00 to R220,000.00, and the fee for large mergers has risen from R550,000.00 to R735,000.00. These adjustments reflect inflationary increases since filing fees were last published in 2018.

What does this mean in practice?

The practical effect of the new thresholds is that a meaningful number of transactions that would previously have qualified as intermediate mergers will now fall entirely below the notification thresholds. These transactions will be treated as small mergers, which are not subject to mandatory pre-completion notification or Commission approval.

For deal teams, this translates into reduced regulatory complexity and, in many cases, shorter deal timelines. Transactions that no longer require notification can proceed to completion without waiting for Competition Commission approval, which is a significant operational advantage. At the same time, for transactions that cross the new thresholds, the cost of filing has increased. Parties should therefore factor the higher fees into their transaction planning from the outset.

What should businesses do now?

With the new thresholds now in effect, businesses should:

• Reassess any pending or contemplated transactions against the new thresholds to confirm whether notification is required.
• Update internal deal-cost models to reflect the increased filing fees for notifiable transactions.
• Seek legal advice early in the deal process to accurately assess notification requirements and the appropriate merger classification under the new framework.

The amendments represent a positive step in reducing regulatory burden on South African Merger and Acquisition activity and aligning the notification framework with current economic realities. That said, the increase in filing fees is a real consideration and should not be overlooked when transactions do meet the applicable thresholds.

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