The Department of Trade, Industry and Competition (“DTIC”) has published draft amendments to South Africa’s merger notification thresholds, signalling a potential shift towards reducing regulatory red tape and easing the cost of doing business for merging parties. If implemented, the proposed changes would materially affect when mergers are required to be notified to the Competition Commission (“Commission”) and may result in fewer transactions being subject to mandatory approval. 

Currently, notification of mergers must be made to the Commission once certain financial thresholds are met. The DTIC now proposes to significantly increase these thresholds across small, intermediate and large mergers.

The DTIC proposes increasing the lower threshold from R600 million to R1 billion in combined annual turnover or assets of the merging parties. In addition, the notification trigger for the target firm is set to increase by 75%, from R100 million to R175 million in annual turnover or assets. These adjustments would result in fewer transactions being classified as intermediate mergers, thereby removing the obligation to notify the Commission in circumstances where competitive risks are limited.

For large mergers, the DTIC also proposes increasing the higher threshold. Combined annual turnover or assets is intended to rise from R6.6 billion to R9.5 billion, and turnover or assets of the target firm to increase from R190 million to R280 million. Transactions meeting or exceeding these thresholds would continue to require mandatory notification and approval by the Commission prior to implementation.

The proposed amendments are widely expected to reduce compliance costs, shorten a majority of deal timelines, and simplify transaction execution, specifically for growing businesses. By limiting regulatory oversight of transactions with a greater likelihood of raising competition concerns, the amendments aim to strike a balance between effective antitrust enforcement and facilitating commercial activity. This is particularly significant against the backdrop of South Africa’s persistently low economic growth, which has averaged below 1% per year over the last decade. Ongoing structural constraints have continued to dampen investment interest and slow transaction activity, making regulatory efficiencies, such as the amendments contained in the proposed draft, increasingly important for businesses seeking to pursue mergers and acquisitions in South Africa.

The proposed amendments are consistent with broader efforts to support economic reform and enhance the ease of doing business in South Africa. By reducing unnecessary regulatory burdens on mergers and acquisitions, the changes seek to promote investment, improve market efficiency and facilitate greater participation by the private sector.

The draft amendment has been published for public comment until 10 March 2026. Once finalised, the amended thresholds will apply prospectively and could materially alter transaction planning and risk assessments for future mergers. Businesses contemplating mergers or acquisitions should closely monitor the draft amendments and assess whether pending or future transactions may fall outside the notification requirements if the amendments are adopted.

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