On 27 January 2026, the Department of Trade, Industry, and Competition (DTIC) proposed new merger notification thresholds and filing fees. It has been almost a decade since the merger thresholds and filing fees were last increased in an investment climate marked by slow economic growth and regulatory hurdles.
Since the current merger threshold were published in 2017, inflation and business growth have resulted in smaller deals being caught by the notifiable merger regime. This has required costly legal and economic analysis, filing fees, and months of waiting for approval for transactions with zero and/or limited competitive concerns. Concerns have been raised that time spent on transactions involving smaller and medium-sized businesses has diverted the South African competition authorities' limited resources away from genuinely problematic mergers. Higher thresholds should result in fewer mandatory notifications and, consequently, increase capacity within the Competition Commission of South Africa (CCSA). This would enable greater focus on larger transactions (which contribute more to economic growth) and anti-competitive conduct more generally – signalling to investors that efforts are being made to reduce unnecessary regulatory red tape while simultaneously ensuring a more competitive market.
Although the filing fees will increase by approximately 33%, this increase is still below inflation over the 2018 to 2025 period.
The proposed changes are set out below:
|
Current threshold and filing fees |
Proposed threshold and filing fees |
Intermediate mergers | Combined turnover or asset value of the acquiring and transferred firms = ZAR 600 million
AND
Target firm turnover or asset value = ZAR 100 million
Filing fee = ZAR165,000 | Combined turnover or asset value of the acquiring and transferred firms = ZAR 1 billion
AND
Target firm turnover or asset value = ZAR 175 million
Filing fee = ZAR 220,000 |
Large mergers | Combined turnover or asset value of the acquiring and transferred firms = ZAR 6.6 billion
AND
Target firm turnover or asset value = ZAR 190 million
Filing fee = ZAR 550,000 | Combined turnover or asset value of the acquiring and transferred firms = ZAR 9.5billion
AND
Target firm turnover or asset value = ZAR 280 million
Filing fee = ZAR 735,000 |
.
This intervention by the DTIC follows a recent series of positive initiatives aimed at creating a more investor-friendly merger control regime in South Africa. There has been a drive towards creating a more transparent and efficient merger process. Guidelines have been published to clarify the CCSA's approach to internal restructurings, indivisible transactions, and pre-merger consultations between the merger parties and authorities. The CCSA has also recently adopted a more pragmatic and commercially aware approach to the application of its public-interest considerations. These recent initiatives suggest that the CCSA is aware of the need to balance its objectives with economic growth and investor confidence, an approach that better serves the complex realities of modern commercial transactions.
Stakeholders have until 10 March 2026 to submit written comments to the DTIC. The new merger thresholds and filing fees will only come into effect after the public consultation process is complete and the DTIC publishes a final gazetted version.
Transactions should continue to be assessed against the current thresholds until further notice. We do anticipate, however, that they will be finalised, in the current form or with some amendments, in the second quarter of 2026. Dealmakers should consider whether transactions planned for later this year will be impacted by the new thresholds and filing fees.
