Proposed higher merger thresholds and increased filing fees

In a notable development in South African merger control, the Minister of Trade, Industry and Competition has published draft amendments for public comment which, if implemented, will introduce two significant changes to South Africa’s merger control regime:

  • Higher jurisdictional thresholds for mandatory notification (intermediate and large mergers); and
  • Higher merger filing fees payable to the Competition Commission on notification.

Important: Under both the current and proposed regimes, both limbs of the merger thresholds must be satisfied for mandatory notification to the competition authorities:

  • the combined annual turnover or asset value of the acquiring firm and the target firm, and
  • the target firm’s annual turnover or asset value.
 Current merger thresholdsProposed new merger thresholdsCurrent filing feesProposed new filing fees
Intermediate mergerCombined turnover/asset valueR600 million  R1 billion  R165,000R220,000
Target turnover/asset valueR100 millionR175 million  
Large mergerCombined turnover/asset valueR6.6 billion  R9.5 billion  R550,000R735,000
Target turnover/asset valueR190 millionR280 million  

The draft notice confirms that the methodology for calculating annual turnover and asset value remains unchanged.

Practical implications for deal planning

The proposed increase in thresholds is likely to reduce the number of mandatory filings. Some transactions that currently qualify as intermediate mergers may fall below the thresholds. They would then be treated as small mergers and would not require filing unless the Commission requests a notification within six months of implementation. Parties may still elect to voluntarily notify small mergers.

For mergers that continue to meet the thresholds, the higher filing fees will increase deal costs. Parties should factor these costs into budgets and timelines at the outset of a transaction.

The draft amendments are open for public comment until 10 March 2026.