South Africa proposes higher merger filing thresholds and increased merger filing fees

South Africa’s Minister of Trade, Industry and Competition, acting in consultation with the Competition Commission (“Commission”), has published draft amendments to the merger filing thresholds (“Draft Threshold Notice”) as well as proposed inflation‑related increases to the filing fees payable in respect of notifiable transactions.

The proposals are open for public comment for 30 business days from 27 January 2026 until 10 March 2026.

 

What is being tabled?

The Draft Threshold Notice proposes increases to the financial thresholds in determining (i) whether a merger is notifiable, and (ii) whether the merger is categorised as an intermediate or large merger. The methodology for calculating turnover and assets remains unchanged.

The proposed amendments to the financial thresholds to determine whether a merger requires approval are set out in bold brackets below:

• The combined gross turnover in, into or from South Africa or combined gross assets in South Africa (whichever the higher) of the Acquiring and Target Group is valued at R600 million [R1 billion] or more; and
• The gross turnover, in, into or from South Africa or gross assets in South Africa (whichever the higher) of the Target Group is valued at R100 million [R175 million] or more.

The "Target Group" means the primary target firm (i.e. the firm whose shares will be acquired or in the case of a sale of business, the business being acquired) and all firms which are directly or indirectly controlled by the primary target firm.

"Acquiring Group" means the primary acquiring firm (i.e., the firm which intends to acquire control over the primary target firm by virtue of the transaction); all firms directly or indirectly controlling the primary acquiring firm; all firms directly or indirectly controlled by the firms that directly or indirectly control the primary acquiring firm; and all firms directly or indirectly controlled by the primary acquiring firm.

The financial thresholds for large mergers are also proposed to increase with –

• the combined South African turnover or assets increasing from R6.6 billion to R9.5 billion; and
• The South African turnover or assets of the Target Group increasing from R190 million to R280 million.

 

Proposed increases to merger filing fees

The proposal is to increase the merger filing fees to reflect inflation since the fees were last revised in 2018.

• Intermediate mergers: increase from R165,000 to R220,000
• Large mergers: increase from R550,000 to R735,000

 

What this means in practice:

• Fewer notifiable transactions: The higher thresholds are likely to remove a number of smaller transactions from the merger control regime, reducing costs, and timing risk for those deals.
• Expeditious transaction timetable: Mergers that would typically be categorized as large mergers may in future be categorized as intermediate mergers and this may potentially have a beneficial impact on the expected timeline for the approval of mergers and implementation thereof.
• Budgeting considerations: The proposed merger filing fee increases to R220,000 (intermediate) and R735,000 (large) should be factored into 2026 transaction budgets.