South Africa Merger Thresholds from 1 May 2026 A Transaction Guide

South Africa raised its merger thresholds on 1 May 2026. The revised figures determine whether a transaction is an intermediate or large merger, but the calculation is only part of the analysis. Parties must first determine whether the deal creates a change of control and then consider competition and public-interest effects.

Current thresholds

An intermediate merger meets both:

• combined South African turnover or asset value of at least R1 billion; and

• target or transferred-firm turnover or asset value of at least R200 million.

A large merger meets both:

• combined South African turnover or asset value of at least R9.5 billion; and

• target or transferred-firm turnover or asset value of at least R280 million.

The applicable calculation rules determine which turnover or assets and which group entities are included. Parties should use recent reliable financial statements and reconcile the legal perimeter with the accounts.

What counts as control

A transaction can be a merger without acquisition of 100% or even a majority of shares. Control may arise from the ability to appoint directors, exercise a majority of votes, materially influence policy, veto strategic decisions, or move from joint to sole control. Acquiring a business, division or operational asset package can also qualify.

Minority investments require careful review of reserved matters. Protections over budgets, business plans, senior management, major capital expenditure or market strategy may go beyond ordinary minority protection. Staged transactions and options should be assessed as a whole.

Why approval affects the deal timetable

Intermediate and large mergers cannot be implemented before approval. Closing conditions should identify the required clearance, responsibility for the filing, information cooperation, regulatory strategy, long-stop date and consequences of remedies or prohibition. Integration planning must remain planning: the parties should not transfer control, coordinate commercial conduct or behave as one business prematurely.

Due diligence between competitors should use data rooms, access limits and clean teams. Customer-specific prices, future bids and strategic plans should be disclosed only where necessary and protected from personnel who make competitive decisions.

Public interest is central

South African merger review includes public-interest factors alongside competition. Employment effects, the ability of SMEs and firms owned or controlled by historically disadvantaged persons to participate, industrial capability, national industries and the spread of ownership can affect outcome and conditions.

The parties should develop the public-interest evidence before filing. Analyse site and role overlaps, integration plans, procurement, supplier-development programmes and ownership consequences. Statements about jobs or investment should be operationally credible because they may become enforceable commitments.

Small mergers are not invisible

A transaction below the intermediate thresholds is a small merger. Small mergers may be voluntarily notified, and the Commission can require notification within six months after implementation. Transactions involving concentrated sectors, emerging competitors, digital businesses or previous complaints deserve careful assessment even below threshold.

Deal team checklist

• Identify the acquisition of control and each relevant step.

• Calculate thresholds using the correct South African groups.

• Analyse horizontal, vertical and conglomerate overlaps.

• Map employment and other public-interest effects.

• Decide whether another African or COMESA filing is required.

• Use clean-team protections in competitive diligence.

• Draft suspensive conditions and long-stop dates.

• Allocate remedy authority and walk-away rights.

• Prevent premature implementation.

• Preserve a record of integration assumptions and commitments.

The Competition Commission publishes the thresholds effective from 1 May 2026.

Multi jurisdiction transactions

A South African filing does not answer whether the same transaction is notifiable elsewhere. A regional acquisition may require national filings in several countries and, where the tests are met, COMESA review. Build a single jurisdiction matrix showing control, local turnover or assets, filing type, suspensory effect and expected decision path. Sequence conditions so no closing step breaches a standstill obligation.

Where local figures come from management accounts, reconcile them to audited group accounts and document currency conversion and intragroup exclusions. An acquisition of an offshore parent can still be caught because the target group carries on business or owns assets in South Africa.

What to put in the acquisition agreement

The agreement should allocate responsibility for the filing, responses to information requests, engagement with employees and regulators, public announcements and possible remedies. A general “reasonable endeavours” clause may not resolve whether the buyer must accept divestment, employment conditions or ownership commitments. State the agreed risk limit.

Interim operating covenants should protect value without allowing the buyer to control the target before clearance. The seller can agree to preserve the business in the ordinary course while retaining independent commercial decisions.

After approval

Conditions are continuing obligations, not closing paperwork. Assign each commitment to an operational owner, create evidence and reporting processes, and carry the obligations into integration plans. Employment or supplier commitments may outlast the deal team’s involvement. A compliance register should record the condition, duration, responsible executive, reporting date and proof of performance.

This disciplined approach reduces three recurring risks: filing too late, implementing too early and promising remedies that the combined business cannot deliver.