When must the Competition Commission be notified of a Merger?
|Thresholds||Combined turnover / Asset value||Target turnover / Asset value|
|Lower threshold||R 560m||R 80m|
|Higher threshold||R 6.6b||R 190m|
The Competition Commission must be notified of all intermediate mergers and acquisitions if the value of the proposed merger equals or exceeds R560 million (calculated by either combining the annual turnover of both firms or their assets), and the annual turnover or asset value of the transferred/target firm is at least R80 million.
If the combined annual turnover or assets of both the acquiring and transferred / target firms are valued at or above R6.6 billion, and the annual turnover or asset value of the transferred / target firm is at least R190 million, the merger must be notified to the Competition Commission as a large merger.
The Commission has developed a merger notification calculator to assist practitioners and the merging parties in determining whether a merger is small, intermediate or large based on the amended thresholds. It should be noted, however, that the merger notification calculator is not in any way intended to be or to replace independent legal advice and is non-binding on the Competition Commission. You may follow this link to access the merger notification calculator: http://www.compcom.co.za/merger-thresholds/.
If the proposed transaction does not meet criteria of intermediate or large mergers it will be categorized as ‘small merger.’ Section 13(2) of the Act allows for voluntary notification of small mergers by the parties at any time. Section 13(3) of the Act further determines that the Commission may require the parties to a small merger to notify the merger to the Commission within 6 months after implementation.
Guidelines on Small Merger Notification
The Commission has developed guidelines for the notification of small mergers, to communicate the approach it will follow to the notification of small mergers.