ACCC Mandatory Merger notifications
Following the most significant changes to Australia’s merger control regime in decades earlier this year, from 1 April 2026, further elements of the new regime will come into effect, including expanded notification thresholds (particularly capturing a broader range of asset acquisitions), revised control and voting power tests, and additional measures targeting serial or “creeping” acquisitions. Together, these changes will broaden the scope of transactions captured by the notification regime.
Current Thresholds and Mandatory Notification
Parties are required to notify the Australian Competition and Consumer Commission (ACCC) of acquisitions of shares or assets where the transaction has a connection to Australia and meets a monetary turnover threshold.
Once notified, a transaction cannot proceed unless the ACCC grants approval, with or without conditions. Companies should be aware that any merger, or any arrangement related to it, that purports to take effect without an ACCC determination will be void.
Notification Waiver
Parties to an acquisition can apply to the ACCC to relieve them of an obligation to notify an acquisition that would otherwise be deemed notifiable. Any party which seeks a notification waiver must provide the ACCC with sufficient information to allow it to establish a view as to whether to criteria to grant a waiver has been met.
Key Changes to the Australian Merger Control Regime
From 1 April 2026, the second phase of the new merger control regime administered by the ACCC will come into effect, expanding both the scope of notifiable transactions and the ACCC’s assessment framework. Accordingly, the following thresholds for standalone asset acquisitions connected with Australia which do not form all or substantially all the assets of a business being acquired will apply:
Transactions creating large corporate groups
If the Australian revenue of the acquirer (including connected entities) is at least A$200 million and the overall transaction/market value is at least A$200 million on the contract date.
Transactions by very large corporate groups
If the Australian revenue of the acquirer groups is at least A$500 million, and the overall transaction/market value is at least A$50 million on the contract date.
Effect of the Changes
1. Expanded Notification Thresholds
The regime will broaden the categories of transactions that must be notified by:
Capturing a wider range of asset acquisitions, including acquisitions of business assets, goodwill and other non-share interests that may give rise to competitive overlap.
Applying lower and more targeted monetary thresholds in certain sectors or transaction types.
Introducing additional turnover and transaction value metrics, increasing the likelihood that mid-market transactions will be captured.
2. Revised “Control” and “Acquisition” Tests
The definition of what constitutes a notifiable acquisition will be expanded to move beyond traditional concepts of legal control:
Broader concept of control: will capture situations involving material influence, strategic rights or the ability to affect competitive conduct (even without majority ownership).
Expanded voting power thresholds: incremental increases in shareholding or voting rights may trigger notification requirements.
Greater focus on de facto control and influence, including through governance rights, veto rights or board representation.
3. Anti-Avoidance and “Creeping Acquisition” Measures
New provisions will specifically target serial or incremental acquisitions:
Aggregation of acquisitions over time to assess whether thresholds are met.
Look-back mechanisms requiring parties to consider prior acquisitions when determining notification obligations.
Enhanced ACCC scrutiny of roll-up strategies, particularly in concentrated or emerging markets.
4. Broader Transaction Capture (Including Minority and Vertical Deals)
The regime will more clearly capture:
Minority acquisitions that confer influence or competitive advantage.
Vertical and conglomerate transactions, even where there is no direct horizontal overlap.
Transactions involving adjacent or nascent markets, reflecting a forward-looking competition assessment.
5. Enhanced ACCC Review Framework
The ACCC’s assessment process will be further formalised and strengthened:
Increased emphasis on forward-looking and structural analysis, including potential and dynamic competition.
Greater focus on barriers to entry, data advantages, and market concentration trends.
Expanded ability for the ACCC to request detailed information and compel production.
6. Increased Regulatory Risk and Compliance Burden
As a result of these changes:
A larger volume of transactions will require mandatory notification.
Parties will need to undertake earlier and more detailed competition assessments during deal planning.
There will be heightened execution risk, particularly for transactions involving staged acquisitions or complex ownership structures.
Conclusion
In practice, the 1 April changes widen the net of the regime and reinforce the shift toward a more prescriptive, rules-based system. Parties will need to carefully assess not only whether a transaction triggers notification, but also whether prior or related acquisitions, governance rights or strategic positioning could bring a transaction within scope.
Contacts
Mark Mackrell
+ 61 2 9230 9415
mark.mackrell@nortonwhite.com
Adam Martin
+ 61 3 9119 2585
adam.martin@nortonwhite.com
Renay Sumercan
+ 61 3 9119 2584
renay.sumercan@nortonwhite.com