The Australian Competition and Consumer Commission (‘ACCC’) has announced a new formal merger regime that will take effect from 1 January 2026, introducing significant changes for businesses planning mergers or acquisitions.
Under the current system, merger parties have no legal obligation to notify the ACCC, although it is common practice to do so where a transaction may raise competition concerns. From 2026, however, the rules will shift. Notification will be mandatory where certain thresholds are met, and the ACCC will gain enhanced powers to approve or block transactions directly, without needing to apply to the Federal Court.
The Changes
Under the new regime, the ACCC will:
- Require parties to notify it of a proposed acquisition if financial or control thresholds are met
- Have the power to clear or prohibit mergers based on its assessment, removing the need for Court intervention
- Introduce a dedicated mergers portal for lodgement and assessment
- Apply a new targeted threshold regime for specific sectors, including major supermarket acquisitions
These changes aim to improve the transparency, efficiency and robustness of Australia’s merger control framework.
When does it start?
- 1 July 2025: The new regime becomes available on a voluntary basis
- 1 January 2026: Mandatory notification begins for applicable transactions
Even if your transaction is scheduled for early 2026, you may choose to notify voluntarily from mid-2025 to streamline the clearance process.
Which transactions are caught?
Notification will be required where:
- The transaction involves shares or assets connected with Australia, and
- One of the following applies:
- Financial thresholds are met; or
- Control thresholds are met
A transaction is considered “connected with Australia” if the acquiring or target entity carries on (or intends to carry on) business in Australia.
The key financial and control thresholds are:
- Primary financial threshold: Combined Australian turnover of the acquirer and target ≥ $200m and each party has turnover ≥ $50m, or the transaction value is ≥ $250m
- Very large corporate group threshold: Acquirer turnover ≥ $500m and target turnover ≥ $10m
- Creeping acquisitions: Additional rules apply where multiple transactions over three years result in substantial aggregation of market power
- Control threshold: Acquiring over 20% of a private or unlisted company, where combined turnover exceeds $200m
Targeted sectors
Even if thresholds are not met, some industries may still be captured. For example, acquisitions by major supermarkets (e.g., Coles or Woolworths) will require notification, especially where land interests or new store sites are involved.
What does this mean for your business?
If you’re planning a merger or acquisition, particularly for 2026 or beyond, you should begin assessing whether your deal may trigger these new requirements. Early preparation will be key, including gathering turnover data, transaction value estimates, and shareholding details, to avoid delays or regulatory issues.
For tailored advice on how the ACCC’s merger reforms may apply to your proposed transaction, please get in touch Daniel Morgan (daniel@morganenglish.com.au) and our Corporate + Commercial Team at M+E today.
