Mandatory Merger Notifications: The Deals, the Rules, and What They Mean for You

What is happening? 

On 28 November 2024, Parliament passed the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024. These new laws change Australia’s merger control from a judicial enforcement model to a primarily administrative model.  

Currently, it is not compulsory for businesses to notify the Australian Competition and Consumer Commision (ACCC) of an acquisition – instead businesses can choose to seek the ACCC’s views on their acquisition to reduce the risk of legal action. Under the new reform, businesses contemplating acquisitions which meet a certain threshold, must notify the ACCC and wait for approval before their proposed acquisition can proceed.  

Failure to notify or proceeding without clearance will render the transaction void and may result in significant penalties, including fines of up to either $50 million, three (3) times the benefit gained, or 30% of the Australian group turnover. 

1 July 2025 to 31 December 2025 

The mandatory notification to the ACCC will commence on 1 January 2026. From 1 July 2025 to 31 December 2025, informal clearance from the ACCC may be sought, however requested informal clearance from October 2025 may be at risk not being considered before 31 December 2025.  

If informal clearance is not received prior to 31 December 2025, then all requests will be encompassed under the new regime, making it mandatory to provide the ACCC notice.   

Who needs to notify the ACCC? 

The individual or entity planning to acquire shares or assets within a company that results a change in the ‘control’ of the company will need to notify ACCC. The Treasurer has indicated that thresholds will apply which trigger the requirement to notify the ACCC – these have been proposed as:  

1. Monetary Threshold:  

   1. The merger parties (including the acquirer group) have a combined Australian turnover above $200 million; and  

   2. Either:  

      1. The Australian turnover of the target business is above $50 million; or  

      2. The global transaction value is above $250 million.  

OR 

3. The acquirer group has an Australian turnover above $500 million; and  

4. The Australian turnover is above $10 million for at least two of the merger parties.  

2. Series acquisitions 

A three-year cumulative turnover threshold will apply where:  

1. Combined Australian turnover of the merger parties (including the acquiring group) is above $200 million; and  

2. The cumulative Australian turnover from acquisitions by the acquirer in the same or substitutable goods or services over a three-year period is at least $50 million.  

   
   

OR 

3. Acquirer group has an Australian turnover above $500 million; and  

4. The cumulative Australian turnover from acquisitions by the acquirer in the same or substitutable goods or services over a three-year period is at least $10 million.  

3. Target Thresholds 

The Treasurer will have the power to set targeted notification thresholds for certain acquistions. The Treasurer has indicated an intent to mandate notification for:  

1.  Supermarket mergers;  

2. Acquisitions of interest of 20% or more in an unlisted or private company where one of the parties has more than $200 million turnover;  

3. Fuel, liquor and oncology-radiology mergers; and  

4. Childcare, aged care, medical GP, and dentist mergers.  

Process & Timelines 

Under the new regime, the ACCC will assess notified acquisitions within the following proposed timeframes: 

• Phase 1 Review: The ACCC will issue a determination within 30 business days from the effective notification date. If no competition concerns are identified, some transactions may qualify for a fast-track decision within 15 business days. 

• Phase 2 Review: If the ACCC identifies potential competition concerns, the review will extend for up to 90 business days beyond the Phase 1 period. 

  
  

Filing Fees 

Merger notifications will require a filing fee between $50,000 and $100,000, depending on transaction complexity and risk. Small businesses may qualify for exemptions. 

Public Register for Transparency 

To enhance transparency, the ACCC will maintain a public register listing all notified acquisitions. The register will include final determinations and reasoning for all decisions. For Phase 2 reviews, the ACCC will publish a Notice of Competition Concerns (excluding confidential information) to inform stakeholders and allow merger parties to respond.