Since the beginning of 2026, Australia has operated a new mandatory merger notification and clearance regime aimed at preventing anti‑competitive consolidation in Australian markets.
Transactions that fall within the regime must notify the ACCC and wait for clearance before completing. This affects deal timing, costs, documentation and overall deal certainty.
Now that the regime has been in place for a few months, what are we seeing – and what are the practical takeaways for Australian businesses planning acquisitions, divestments or investments?
What is the merger regime and does it apply to my deal?
Since 1 January 2026, some Australian acquisitions must be notified to the ACCC before completion. If a transaction is caught by the new merger control regime, the parties must wait for ACCC approval before proceeding.
This is a significant change from the old position, where parties often engaged with the ACCC informally and could still choose to complete without formal clearance.
At a high level, the regime may apply where a transaction involves all of the following:
- shares, units or other interests, or assets;
- a business or asset connected with Australia;
- relevant revenue / value thresholds are met; and
- the transaction falls within one of the notification categories.
What are the thresholds for the merger regime?
The detailed thresholds for notifying acquisitions can be found on the ACCC website here.
Broadly, a transaction may need to be notified if one of the following applies:
- General threshold: combined Australian revenue of merger parties is over $200 million, and either the target’s Australian revenue is at least A$50 million or the global transaction value is at least A$250 million;
- Very large acquirer threshold: the acquirer group’s Australian revenue is at least $500 million, and the target’s Australian revenue is at least A$10 million;
- Creeping acquisitions threshold: Applies where the buyer has made earlier acquisitions in the same or substitutable goods or services within the previous 3 years, with those acquisitions counted cumulatively for the A$50 million or A$10 million Australian revenue thresholds, as applicable; and
- Additional asset thresholds: From 1 April 2026, acquisitions of assets that are not all or substantially all of the assets of a business, may also be caught where the acquirer group’s Australian revenue is at least A$200 million and global transaction value is at least A$200 million, or its Australian revenue is at least A$500 million and global transaction value is at least A$50 million.
Even if a transaction does not meet the above thresholds, it can still raise issues under section 50 of the Competition and Consumer Act if it is likely to substantially lessen competition.
The ACCC has said it will not provide informal views on acquisitions that are not notified, so below-threshold deals should still be checked where there is obvious overlap, market concentration, or a pattern of repeated acquisitions in the same sector.
What happens if my deal is notifiable?
If the transaction is notifiable, the parties will need to notify the ACCC and wait for approval before completion.
The ACCC’s current guidance indicates that a Phase 1 review generally runs for up to 30 business days. If the matter proceeds to Phase 2, the review can run for up to 90 business days.
These timeframes impact deal momentum and should be considered at the outset of a transaction.
In addition to the wait times, some hefty fees apply to notifiable transactions. Indicative ACCC fees currently include:
- Waiver application: $8,300
- Phase 1 notification: $56,800
- Phase 2 review: additional $475,000 / $855,000 / $1,595,000 (depending on transaction value)
- Public benefit application: $401,000.
These fees can materially affect the commerciality of some deals and should be factored into early pricing, budgeting and negotiation strategies.
Can I get a waiver from notifying the ACCC?
In some cases, it may be possible to apply to the ACCC for a waiver, which, if granted, means the transaction does not need to be notified.
In practice, a waiver is most relevant where the deal may technically be caught by the thresholds, or there is uncertainty, but the transaction is clearly low-risk from a competition perspective. But still, the ACCC has 25 business days to complete its assessment of the application for waiver.
What does this mean for me?
The key commercial question is now whether the transaction may need merger clearance before completion.
For buyers, that is an execution and timing issue. Run a competition and thresholds check before signing, including any acquisitions in the last 3 years for serial/creeping risk.
For sellers, it may affect bidder attractiveness, timing and deal certainty. Expect clearance conditionality from buyers and prepare an evidence pack early.
If the deal is close to the thresholds, involves overlap, or sits within a broader acquisition strategy, merger review and competition screening should be considered early.
Use our quick deal screening checklist to help determine whether your transaction is notifiable. And if in doubt, seek legal advice.
