South Africa has lifted the financial bar that decides which mergers must be cleared by competition regulators — the first such adjustment since 2017. The Minister of Trade, Industry and Competition, acting in consultation with the Competition Commission, gazetted new thresholds and filing fees effective 1 May 2026. The combined asset-or-turnover figure that triggers a mandatory notification rose from R600 million to R1 billion, and the transferred-firm threshold doubled from R100 million to R200 million. Filing fees climbed too: an intermediate merger now costs R220,000 to notify (up from R165,000) and a large merger R735,000 (up from R550,000).
The arithmetic is straightforward, the politics less so. The change lands at the precise moment the Commission is at its most assertive toward global technology firms — and it means a band of acquisitions that would previously have demanded the regulator's sign-off can now close without one.
The strongest case for keeping thresholds low
It is worth stating the regulator's instinct fairly. The thresholds had not moved in nine years, and South African inflation over that period eroded their real value substantially — a R600 million combined threshold in 2017 caught far smaller transactions in 2026 terms than it was designed to. More to the point, competition authorities worldwide worry about "killer acquisitions": a dominant platform buying a nascent rival before that rival generates enough turnover to trip any notification threshold, neutralising future competition while the deal stays beneath regulatory radar. The Commission has said as much in its own digital-markets work, noting concern that platform acquisitions "escape regulatory scrutiny" because they happen early in a target's life, before it earns meaningful revenue. By that logic, raising thresholds widens the gap through which the next dangerous deal slips.
That concern is real, and a regulator that ignored it would be failing at its job. But the conclusion — that high thresholds equal weak enforcement — does not follow, because of how South Africa's merger regime is actually built.
The call-in power is the whole game
Under section 13(3) of the Competition Act 89 of 1998, the Commission may require the parties to a small merger — one below the mandatory thresholds — to notify it at any point within six months of implementation, if in its opinion the deal may substantially lessen competition or cannot be justified on public-interest grounds. A called-in small merger cannot be further implemented until it is cleared. In its revised 2022 Guidelines on Small Merger Notification, the Commission went further, directing that parties should proactively inform it of a small merger when the firms involved operate in markets the Commission is investigating, or are respondents in pending Tribunal proceedings, or are active in digital markets where early-stage acquisitions are a known concern.
In other words, the threshold hike removes a mandatory filing obligation for routine mid-market deals; it does not remove the Commission's discretionary power to review any deal it judges risky. A Big Tech firm acquiring a small South African startup does not gain immunity by staying under R1 billion — it gains, at most, the obligation to flag the deal and the risk of a six-month call-in. That is exactly the proportionate design competition law should aim for: the burden of mandatory paperwork falls away from the thousands of unremarkable transactions, while the regulator's teeth stay sharp for the handful that matter.
Why this matters for the tech probe
The context that makes the threshold change politically charged is the Commission's pursuit of dominant digital platforms. Its Online Intermediation Platforms Market Inquiry, finalised in 2023, found that practices such as price-parity clauses, self-preferencing and opaque paid search disadvantaged small South African platforms across e-commerce, food delivery, travel and app stores. More dramatically, the Media and Digital Platforms Market Inquiry — whose provisional report in February 2025 recommended Google compensate local news media R300–500 million a year for three to five years, with a 5–10% digital levy as the fallback — culminated in a final report released on 13 November 2025 containing a negotiated, enforceable funding commitment from Google and binding remedies for Meta, TikTok, Microsoft, X and OpenAI.
Set against that record, the worry writes itself: is Pretoria opening a side door for the same firms it is squeezing through the front? The answer is no, and the structure explains why. The market-inquiry remedies target conduct by entrenched incumbents; the merger thresholds govern transactions, and the call-in power means the firms under active scrutiny are precisely those whose small deals the Commission has told to come forward anyway. A regulator that has just spent 24 months mapping Google's and Meta's market power is not going to be blind to a quiet acquisition by either.
The proportionate read
For innovation and ordinary deal-making, higher thresholds are good news. Merger review imposes real cost and delay; pricing in nearly a decade of inflation so that R900 million domestic combinations are no longer dragged through mandatory filings frees capital and attention for the deals that pose no competitive risk — the overwhelming majority. The fee increases, while steep, simply restore 2017 fees to present value.
The legitimate fear is the killer acquisition, and the honest answer is that thresholds were never the right instrument against it — call-in powers and digital-markets guidelines are. South Africa has the latter, and uses them. The threshold increase is a sensible recalibration that lightens the load on benign M&A without surrendering the regulator's ability to reach into any deal that threatens competition. That is what proportionate merger control looks like: a wide automatic net would have been cheaper to legislate and worse for everyone it caught.