Mandatory Merger Notifications Are Coming

Australia’s new mandatory merger control regime is on the horizon. From 1 January 2026, certain transactions must be notified to the Australian Competition and Consumer Commission (ACCC) and cleared before completion.

A voluntary opt-in period is now open and runs until 31 December 2025. This is a critical window to plan ahead.

These changes represent the most significant shift in Australian merger control in decades. Proactive planning will be critical to avoid costly delays and surprises.

Key thresholds

Under the new regime, notification will generally be required (unless exempted) where:

  • the transaction meets the monetary thresholds;

  • it involves an acquisition of control (including share or asset acquisitions that give significant influence); and

  • the target is "connected with Australia", meaning it carries on business in Australia. ⚠ Beware of creeping acquisitions
    Smaller acquisitions made over the past three years can be aggregated for threshold purposes, even if individual deals would not have triggered notification. This is particularly relevant for serial or bolt-on acquisition strategies.

At a high level, the monetary thresholds are as follows:

  • the acquirer and the target have combined turnover of at least $200 million, and either:

    • the target has Australian turnover of at least $50 million; or

    • the transaction is worth at least $250 million; or

  • the acquirer has an Australian turnover of at least $500 million and buys a target with an Australian turnover of at least $10 million.

Warning: Beware of creeping acquisitions! Multiple smaller deals over the past three years can be aggregated and counted towards these thresholds, even if each individual deal would not have triggered notification. This means bolt-on acquisitions could now require clearance.

Process and timing

The new regime introduces two review phases:

  • Phase 1: Initial review within 30 business days (fast-tracking is possible in 15 days for low-risk deals); and

  • Phase 2: More detailed review taking up to 50 business days where competition concerns arise.

The ACCC will maintain a public Merger Register, publishing non-confidential summaries and decisions. This means strategic communication and confidentiality planning will be more important than ever.

Filing Fees

Notifications will now attract significant tiered fees, depending on the transaction value:

  • Notification waiver application: $8,300;  

  • Phase 1: $56,800;

  • Phase 2:

    • Transaction value up to $50 million: $475,000;

    • Transaction value between $50 million to $1 billion: $855,000; and

    • Transaction value over $1 billion: $1,595,000.

Practical tips for businesses

  • Consider opting in now: The current voluntary clearance process will remain an option until 31 December 2025, but time is short. Any transaction still under informal review at that date will need to be resubmitted under the new regime. To avoid this, the ACCC has indicated that any informal notifications under the voluntary regime should be lodged by 30 September 2025. Cleared notifications during the transitional period do not require refiling in 2026.

  • Don’t rely on the old informal process: Any informal clearance still in progress at 31 December 2025 will need to be re-notified under the new system.

  • Budget for fees and timing: These new requirements add cost and complexity – build both into your deal schedule.

  • Watch cumulative deals: Serial acquisitions could now fall within the thresholds under the creeping acquisition rules.

  • Engage early with the ACCC: Pre-lodgement discussions with the ACCC may reduce uncertainty for complex or time-sensitive transactions.

  • Update deal documents: Consider adding conditions precedent and risk allocation provisions specifically tied to mandatory notification and clearance under the new regime.

  • Manage public disclosure: Prepare non-confidential summaries carefully as details will appear on the ACCC’s Merger Register.

Contact our Commercial team to discuss how these changes could affect your transaction strategy and what steps you can take now.

The material in this article was correct at the time of publication and has been prepared for information purposes only. It should not be taken to be specific advice or be used in decision-making. All readers are advised to undertake their own research or to seek professional advice to keep abreast of any reforms and developments in the law. Brown Wright Stein Lawyers excludes all liability relating to relying on the information and ideas contained in this article.

 

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Workplace RelationsLauren CantDean Schubert, Peter Wright