From 1 January 2026, the new mandatory merger control regime came into effect.
This means that businesses must notify the Australian Competition and Consumer Commission (ACCC) of certain acquisitions that meet notification thresholds and wait for the ACCC’s approval before completing the transaction. Where the ACCC does not approve the acquisition, businesses must not complete the transaction or penalties apply. Any acquisitions completing on or after 1 January 2026 are subject to this regime.
The ACCC will look at whether acquisitions are likely to substantially reduce competition in the market. While not all acquisitions will be captured by the new regime, section 50 of the Competition and Consumer Act 2010 (Cth) (the Act), which prohibits acquisitions that have the effect, or likely effect, of substantially reducing competition in the market, continues to apply to all acquisitions regardless of the monetary thresholds.
What you need to know
Australia’s merger laws while streamlining the process for identifying and preventing anti-competitive acquisitions.
Here’s what you need to know at a glance:
- Businesses must notify the ACCC of a proposed share or asset acquisition (Target) if you satisfy certain notification thresholds, including in some cases, certain serial acquisitions over the previous three years. Businesses may also engage with the ACCC before submitting their notification. Notification thresholds are briefly detailed below.
- Business may voluntarily notify the ACCC, even if notification thresholds are not met, for certainty that the acquisition is not anti-competitive under section 50 of the Act.
- A notification waiver may be submitted in some instances. If granted, the parties will not be required to notify the ACCC of the acquisition even if the notification thresholds are met.
- Where a business is required to notify the ACCC of an acquisition, an initial assessment of the acquisitions will be conducted (Phase 1). This can take up to 30 business days. Where the ACCC identifies competition concerns or the acquisition is complex, a further in-depth assessment will be conducted (Phase 2). This can take up to 90 business days.
- Where the ACCC raise competition concerns, businesses may offer remedies to resolve these issues. This may extend the ACCC’s assessment timeline.
- Businesses may lodge a public benefit application if they consider their acquisition should be approved because its likely public benefit outweighs the likely public detriment.
- Significant lodgement fees apply depending on the stage and size of the acquisition:
Stage | Fee | |
Phase 1 Notification (Initial Assessment) | $56,800 | |
Phase 2 Notification | For transactions valued up to $50 million | $475,000 |
For transactions valued up more than $50 million, but no more than $1 billion | $855,000 | |
For transactions valued more than $1 billion | $1,595,000 | |
Public Benefit Phase | $401,000 | |
Notification Waiver | $8,300 | |
- The ACCC may either:
- Approve the acquisition with or without conditions. The parties may proceed to completion in this instance; or
- Not approve an acquisition. The parties must not complete the acquisition or penalties apply.
Businesses who are dissatisfied with the ACCC’s decision may apply for a review from the Australian Competition Tribunal.
- Approved acquisitions must compete within 12 months of the ACCC’s approval, otherwise they may be required to notify again.
Notification Thresholds
You must notify the ACCC of an acquisition if:
- the acquisition of shares or assets;
- the Target carries on business in Australia;
- no exemptions apply,
and one of the following thresholds are met:
Large Acquirers |
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Very Large Acquirers |
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Serial or ‘creeping’ Acquisitions |
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Seek Advice
The merger landscape has changed in Australia; Businesses will now need to factor in the mandatory regime into the transaction timeline and the sale contract.
We strongly recommend engaging professional advisers early in the process to avoid unexpected delays and issues.
