Changes to Australia’s merger regime

Australia recently introduced laws which will require those undertaking mergers which result in exceeding defined transaction values to notify the Australian Competition and Consumer Commission (ACCC). This new regime commences 01 January 2026.

This mandatory notification approach differs from the current system, where notification was voluntary and ordinarily only utilised for very significant transactions and the parties involved formed the view that the transaction was at serious risk of contravening Australia’s competition laws. 

Failure to notify will attract penalties of up to the greater of:

1. AUD 50 million;
2. Three times the value of the benefit obtained, if it can be determined; or
3. If the value cannot be determined, 30% of the adjusted turnover during the breach turnover period. 

Individuals involved in a failure to notify could also face penalties of up to AUD 2.5 million.

Thresholds 

The Australian Government is consulting on the thresholds which will apply for notification, but has indicated that these thresholds will be as set out in the following table. The ACCC will need to be notified of a merger if an acquirer falls within one of the types listed in the first column and either the threshold in the second or third column is satisfied.

Acquirer Type	Per Transaction Thresholds	Cumulative Thresholds
Large corporate groups with combined Australian turnover together with the target company/business of more than AUD 200 million	Business being acquired has Australian turnover (Target Turnover) above AUD 50 million   OR  Value of the shares/assets being acquired is more than AUD 250 million	Cumulative Australian turnover from acquisitions in the same or similar goods or services over a three-year period together with the target’s turnover (Cumulative Acquired Shares/Assets Turnover) is at least AUD 50 million
Very large corporate groups with combined Australian turnover of more than AUD 500 million	Target Turnover of above AUD10 million	Cumulative Acquired Shares/Assets Turnover is at least AUD 10 million

Review process and timelines

Once a transaction is notified, the ACCC will conduct a preliminary assessment within 30 business days to determine whether a detailed investigation is warranted. This initial review is designed to be swift, providing companies with timely feedback on whether their merger is likely to raise competition concerns. If the ACCC decides to undertake a full investigation, it will notify the parties and then has a further 90 business days to review.

The mandatory notification system is likely to mean that competition issues become a relevant consideration for many more transactions than historically has been the case. It will require buy-side and sell-side participants to be diligent in assessing whether their transactions meet the notification criteria, and to prepare for the possibility of regulatory scrutiny. This may involve conducting thorough competition analyses and engaging with the ACCC early in the transaction process.

Businesses acquiring Australian targets need to be aware of the potential for longer timelines to complete mergers and acquisitions. This could impact strategic planning and negotiations, making it essential for companies to factor in the regulatory timelines when structuring deals.

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Steven Humphries, Kien Ng and Jacqueline Monk between them have over 40 years corporate M&A experience that combines industry-leading expertise across all stages of corporate transactions with commercially astute advice.