New SA merger thresholds and filing fees effective 1 May 2026

Image source: prostooleh from Magnific.com

There remain two categories of mergers that attract mandatory notification obligations and require approval prior to implementation. These are intermediate and large mergers – mergers that fall below the intermediate merger thresholds are categorised as small mergers and are notifiable only in limited circumstances.

The revised merger thresholds reflect significant increases across both intermediate and large merger categories.

For intermediate mergers, the lower threshold for target firm values has doubled from R100m to R200m, while the combined threshold for target and acquiring firm values has increased from R600m to R1bn.

For large mergers, the lower threshold for target firm values has increased from R190m to R280m, and the combined firm threshold has risen from R6.6bn to R9.5bn.

The thresholds had not been increased since 2017 and for many transacting parties, the revised thresholds are a welcome development.

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Filing fees payable for intermediate mergers have been increased to R220,000 (from R165,000) while filing fees payable for large mergers have been increased to R735,000 (from R550,000).

The amendments do not impact the methodology for the calculation of assets and turnover values for threshold calculation purposes.

The Government Gazette Notices provide for an effective date of 1 May 2026, although the Minister signed the amendments on 4 May 2026 and the Government Gazette Notices were published on 8 May 2026. Notably, the Government Gazette Notices do not contain transitional provisions.

Consideration will need to be given to transactions notified to the Competition Commission before 8 May 2026 (including those notified between 1 and 8 May 2026) that are still under review.