The Competition Commission Rules Just Changed. Here's Why That Doesn't Make Your Exit Simpler.
Most advisors will tell you the thresholds moved. Few will tell you what that actually means for your deal.
Earlier this year, we closed a transaction that spent several months sitting with the Competition Commission before it could proceed. The business was well-prepared. The buyer was motivated. The price was agreed. And everyone waited — because the regulatory process required it.
That experience isn’t unusual in mid-market M&A. And it’s exactly why I want to talk about what changed on 1 May 2026, when the Competition Commission updated its merger notification thresholds for the first time in years.
Because the way this change is being reported, you’d be forgiven for thinking it means deals just got easier. That’s not quite right — and understanding why is exactly the kind of thing you’re paying Deal Leaders to know.
What Actually Changed
The Commission classifies mergers as small, intermediate, or large. Each category carries different filing obligations, timelines, and costs. The classification depends on two calculations: the combined turnover and assets of both parties, and the turnover and assets of the target business — yours.
Here are the numbers that matter most for the businesses we typically advise:
Intermediate merger — combined value: R600 million → R1 billion
Intermediate merger — target firm: R100 million → R200 million
The short version: the bar for mandatory Competition Commission filing has moved higher. Deals that previously required a formal intermediate merger notification — with its 20-to-60 business day process, legal workstreams, and high advisory cost — may now fall below the line.
That’s a meaningful change for the mid-market. And for some transactions, it genuinely matters.
But here’s where it gets complicated.
What This Doesn’t Simplify
The combined turnover and assets calculation isn’t about your business alone. It includes your buyer.
A mid-sized corporate with R700 million in assets acquires your business. Your combined value sits below R1 billion. No mandatory filing. The same business sold to a large private equity fund with R1.5 billion in assets? That deal crosses the threshold regardless of your size. The filing obligation depends entirely on who’s on the other side of the table.
This matters enormously for how a process is run.
If you’re working with an advisor who doesn’t model the regulatory classification of each potential acquirer before going to market, you’re building a buyer list without knowing which combinations will trigger Commission approval and which won’t. That’s not a minor oversight. It affects your timeline projections, your transaction cost estimates, and the sequencing of conversations.
Three other things the threshold change doesn’t touch:
The Commission retains the right to call in and investigate any small merger if it believes competition concerns exist. Mandatory filing is gone for some deals — regulatory risk is not.
Sector-specific rules remain. Banking, insurance, and other regulated industries carry additional notification requirements regardless of the general thresholds.
International buyers add a layer of complexity that doesn’t disappear with domestic threshold changes. Exchange control regulations, B-BBEE requirements, and cross-border due diligence are still entirely present — and for the acquirers who typically pay the highest prices for South African mid-market businesses, they’re often the defining variables in how long a process takes.
And a final point worth being direct about: on any deal that requires a formal Competition Commission submission, we engage specialist competition law counsel. Knowing when to bring in the right specialist is part of running a process correctly.
The Part Nobody Is Talking About
The filing fees went up. Intermediate merger notification now costs R220,000 versus R165,000 previously. Large merger notification is now R735,000.
For deals that still trigger mandatory filing — and many in our market will — the regulatory cost of the transaction has increased. That’s the other half of the story.
The mid-market exit is not a simple process that just became simpler. It’s a layered, variable, often unpredictable process that now has one fewer mandatory step in certain configurations — and a higher price tag on the steps that remain.
Knowing which category your deal falls into, structuring your buyer pool accordingly, and understanding how regulatory classification intersects with buyer type, deal timing, and negotiation dynamics — that’s the work. The threshold change is one input into a much larger calculation.
What This Means Practically
If you’re thinking about selling in the next 12 to 24 months, the most important thing to understand is this: regulatory classification should never drive which buyers you pursue. The right buyer is the right buyer — full stop.
What you do need to be aware of is that time kills deals. A transaction that sits in a regulatory queue loses momentum, and deals that lose momentum get renegotiated or fall apart. That’s why having Deal Leaders managing your process matters.
The broader point is this: regulatory changes are one curveball in a process that throws many. Exchange control, B-BBEE, due diligence surprises, management team dynamics, buyer financing — a properly run exit requires someone who can take a holistic view of the entire process and manage what comes from left field. That’s not legal advice. That’s deal experience.
At Deal Leaders, knowing these regulatory changes — and understanding exactly what they mean for your specific deal — is part of what we do. It’s one of the reasons you want us in your corner.
If you’d like to talk through what the current regulatory landscape means for your specific situation — and how it fits into the broader picture of what a properly structured exit looks like — I’m happy to have that conversation over a coffee.
No commitment. No obligation. Just a clear picture of where you stand.
Rick Grantham
Deal Leaders International