Tristan Hussey – Associate
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On 14 August 2026, the Competition Commission of South Africa (the “Commission”) published draft amendments to its Small Merger Guidelines (the “Guidelines”) for public comment. Although the amendments are relatively limited, they serve as an important reminder that a transaction which falls below the compulsory merger notification thresholds may still attract the Commission’s attention.
Section 79 of the Competition Act 89 of 1998 (the “Act”) provides that, although guidelines published by the Commission are not binding, any person interpreting or applying the Act must take guidelines published by the Commission into account when doing so.
The Act further provides that mergers are classified according to the turnovers and asset values of the merging parties. Transactions which fall below the prescribed thresholds for intermediate mergers are regarded as small mergers and are generally not subject to compulsory pre-merger notification.
The Guidelines identify circumstances in which the Commission requires parties to notify it in writing before implementing a small merger. These include where, at the time of entering into the transaction, a merging party or any firm within its group is subject to an ongoing Commission investigation under Chapter 2 of the Act, or is a respondent to pending proceedings referred by the Commission to the Competition Tribunal under Chapter 2 of the Act.
The draft amendments to the Guidelines further propose updated thresholds for transactions involving large acquirers and comparatively smaller targets. Under the proposed amendments, the Commission is to be informed where the acquiring firm’s South African turnover or asset value exceeds R9.5 billion and:
- the consideration payable for the target firm exceeds R280 million (irrespective of turnover or asset value); or
- in a partial acquisition, the consideration effectively values the target firm at R280 million or more (irrespective of turnover or asset value).
The proposed amendments highlight the Commission’s concerns particularly in respect of transactions involving digital and technology businesses, where a young or rapidly growing target firm may have significant strategic value despite having limited turnover or assets.
However, the Guidelines are not confined to technology transactions and shall apply to small mergers in any industry.
For businesses contemplating acquisitions, the practical point is therefore simple: falling below the compulsory merger thresholds should not automatically end the competition law enquiry. Large acquiring groups, in particular, should consider the Guidelines when assessing a transaction and should account for possible engagement with the Commission in their transaction timetable.
NOTE: The Guidelines are in draft form and have not yet been finalised or implemented, and all stakeholders and interested parties are strongly encouraged to submit their written comments to the Mergers & Acquisitions Division of the Commission by no later than 13 September 2026.