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Content last updated: 11-10-2019

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  • Merger Screening

2. Establishing jurisdiction for notification of mergers

2.3 General thresholds

2.3.1 Threshold(s) for when a concentration must be notified under the general merger control regime?

In South Africa, mergers are divided into small, intermediate and large transactions. Intermediate and large transactions are required to be notified.

The Competition Commission investigates both intermediate and large transactions, but it only makes the decision as to whether to approve the transaction in intermediate transactions. Large transactions are decided on by the Competition Tribunal after a public hearing.

Thresholds for intermediate transactions:

  • the combined turnover in South Africa of the undertakings concerned was at least ZAR 600,000,000 but below ZAR 6,600,000,000 in the last financial year, and the target’s turnover, or its assets, in South Africa exceeded ZAR 100,000,000 in the last financial year; or
  • the combined assets in South Africa of the undertakings concerned were valued at at least ZAR 600,000,000 but below ZAR 6,600,000,000 in the last financial year, and the target’s annual turnover, or its assets, in South Africa exceeded ZAR 100,000,000 in the last financial year; or
  • the combined value of the acquirer’s turnover in South Africa and the target’s assets in South Africa were at least ZAR 600,000,000 but below ZAR 6,600,000,000 in the last financial year; or
  • the combined value of the acquirer’s assets in South Africa and the target’s turnover in South Africa was at least ZAR 600,000,000 but below ZAR 6,600,000,000 in the last financial year

Thresholds for large transactions:

  • the combined turnover in South Africa of the undertakings concerned was at least ZAR 6,600,000,000 in the last financial year, and the target’s turnover, or its assets, in South Africa exceeded ZAR 190,000,000 in the last financial year; or
  • the combined assets in South Africa of the undertakings concerned was at least ZAR 6,600,000,000 in the last financial year, and the target’s turnover, or its assets, in South Africa exceeded ZAR 190,000,000 in the last financial year; or
  • the combined value of the acquirer’s turnover in South Africa and the target’s assets in South Africa was at least ZAR 6,600,000,000 in the last financial year; or
  • the combined value of the acquirer’s assets in South Africa and the target’s turnover in South Africa was at least ZAR 6,600,000,000 in the last financial year. 

The Competition Commission of South Africa has jurisdiction to require that a small merger be notified if the Competition Commission considers that the transaction may substantially prevent or lessen competition or cannot be justified on grounds of public interest. The Competition Commission also has jurisdiction to require that a small transaction be notified if any of the parties (or the companies in their groups) is subject to an investigation or a complaint referral by the Competition Commission.

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