New merger notification thresholds and filing fees effective 01 October 2017

An overview of new merger notification thresholds and filing fees that will apply to mergers that are compulsorily to the South African Competition Commission as of 01 October 2017.

This briefing has been published by Neil MacKenzie, Kathryn LloydJohan Coetzee and Stephen Langbridge of Fasken Martineau, Johannesburg, who have agreed to Simmons & Simmons making it available on elexica.

As of 01 October 2017, new merger notification thresholds and filing fees will apply to mergers that are compulsorily notifiable to the South African Competition Commission.

In terms of the amendments, the threshold for an intermediate merger will be met where:

  • the acquiring and target firms have a combined turnover or assets (whichever combination is higher) of R600m or more (currently the merger threshold amount is R560m), and
  • the target firm has a turnover or assets (whichever is the higher) of at least R100m (currently the merger threshold amount is R80m).

The thresholds for large mergers remain unchanged.

The revised merger filing thresholds are as shown in the table below.

New merger filing thresholds

Small merger

Merging parties’ combined turnover or asset value is less than R600m 

Or

Target firm’s turnover or asset value is less than R100m 

Intermediate merger

Merging parties’ combined turnover or asset value is greater than R600m, but less than R6.6bn

And 

Target firm’s turnover or asset value is greater than R100m, but less than R190m

Large merger

Merging parties’ combined turnover or asset value is greater than R6.6bn

And 

Target firm’s turnover or asset value is greater than R190m

The second amendment relates to filing fees for merger notifications. The notification fee will be increased to:

  • R150,000 for filing an intermediate merger (the current filing fee for intermediate mergers is R100,000), and
  • R500,000 for filing a large merger (the current filing fee for large mergers is R350,000).

The new thresholds and filing fees are published in Government Gazette No. 41124, which also invites interested persons to submit written comments on proposed amendments to the Method of Calculation by 15 October 2015.

The amendments are made in line with the Minister of Economic Development’s Budget Vote Speech on 25 May 2017, where he stated that merger filing fees would be increased “to improve resources for the competition authorities”.

This document (and any information accessed through links in this document) is provided for information purposes only and does not constitute legal advice. Professional legal advice should be obtained before taking or refraining from any action as a result of the contents of this document.