On 27 January 2026 the Department of Trade, Industry & Competition (“ DTIC”) published for comment proposed draft amendments of the Determination of Merger Thresholds, in terms of section 11 of the Competition Act, No. 89 of 1998. The deadline for comments is 10 March 2026.
This draft amendment will, no doubt, receive mixed reviews, but there is reason to believe that it should encourage greater economic participation and deal-making.
The amendment proposes a significant upward adjustment to the lower and higher monetary thresholds that determine merger classifications in South Africa, but no change is proposed for the methodology in calculating these thresholds/figures.
Lower Threshold
Currently, the lower threshold requires R600 million in combined annual turnover or assets, with R100 million for the firm being acquired. The amendment proposes elevating the combined threshold to R1 billion, marking a roughly 67% uplift. At the same time, the acquisition target threshold would climb from R100 million to R175 million, reflecting a 75% rise.
The elevation of the lower thresholds will result in a greater number of transactions being classified as small mergers, exempting them from compulsory notification to competition regulators. This reclassification will diminish compliance expenses, accelerate deal completion timeframes, and remove regulatory risk for a substantial portion of M&A activity.
Higher Threshold
Regarding the higher thresholds that separate intermediate from large mergers, the draft envisages raising the combined turnover or assets benchmark from R6.6 billion to R9.5 billion, marking a roughly 69.47% uplift. The acquisition target threshold for large mergers would similarly rise from R190 million to R280 million marking a roughly 67.86% uplift. An added benefit of increasing the threshold is that deals formerly categorised as large, and therefore requiring Competition Tribunal approval, may then fall into the intermediate merger range which require the approval of the Competition Commission instead. Conceivably then, approval timelines should shorten, and the administration related to the authorisation would lessen.
In tandem with these proposed amendments, the DTIC has also published for comment proposed draft amendments to the intermediate and large merger notice filing fees. For intermediate merger notices, fees may increase from R165,000 to R220,000. For larger merger notices, fees may increase from R550,000 to R735,000. These fees have not seen an increase in some time and are intended to update and effect an inflationary adjustment to the merger filing fees gazetted in 2018.
