At the end of last year, the Australian government introduced the Treasury Laws Amendment (Mergers and Acquisitions Reform) Bill 2024, which aims to overhaul the country’s merger control regime. This legislation is part of the government’s broader strategy to address fair competition challenges in the market.

One of the principle features of the Bill is the establishment of a mandatory notification and approval process for certain acquisitions of shares or assets. This means that parties involved in mergers or acquisitions that meet specific thresholds must notify the Australian Competition and Consumer Commission (ACCC) before proceeding. The ACCC will then conduct a two-phase decision-making process based on a substantial lessening of competition test. This test allows the ACCC to approve an acquisition if it is likely to result in a public benefit that outweighs any potential public detriment.

Notification Thresholds

Among the changes, the primary thresholds prompting ACCC notification, include:

• Where the merger parties (on both sides) have >$200m combined annual turnover, and the acquired party has either >$50m Australian turnover OR >$250m global transaction value
• Where the acquiring party has >$500m turnover, and the acquired party has >$10m turnover
• Where the merger parties have >$200m combined annual turnover, and the cumulative turnover from acquisitions involving the same goods or services over the previous 3 years is >$50m; OR
• Where the acquiring party has >$500m Australian turnover, and the cumulative turnover from acquisitions involving the same goods or services over the previous 3 years is >$10m.

Some exemptions will apply, including listed acquisitions below 20% shareholding. The legislation also provides for Treasurer discretion to adjust these thresholds in response to any concerns in high-risk sectors, such as supermarkets.

Key Dates

The legislation will come into effect on January 1, 2026, with voluntary notification available from July 1, 2025. The government has committed to reviewing the thresholds and the overall functioning of the system within three years of its commencement.

For businesses considering future mergers and acquisitions in Australia within these thresholds, these measures should be provided for when weighing up the strategic benefits, as well as transaction completion timeframes and costs.

Contact Pilot

If you have any questions or need further details on this legislation and the potential impact to you or your business, please contact Daniel Gill, Chris King or Dan Hastings on (07) 3023 1300.