The ACCC has released guidance on transitional arrangements to assist businesses and their advisers considering a merger in 2025, ahead of Australia's new merger regime coming into effect.
Under the new regime, all acquisitions that meet a prescribed threshold must be notified to the ACCC from 1 January 2026.
"The new rules and processes for mergers and acquisitions will be a major change for businesses and the ACCC. Supporting businesses and other stakeholders by providing clarity on key dates and processes is crucial to a successful transition," ACCC Chair Gina Cass-Gottlieb said.
The new law contains provisions to assist businesses to transition to the new regime which include the option for businesses to start using the new regime on a voluntary basis from 1 July 2025.
The guidance indicates how the ACCC intends to assist businesses navigate this period, taking into account questions we have received about the transition.
In particular, the ACCC has sought to clarify how businesses can engage with the ACCC on their mergers throughout 2025 , and what might happen in a range of potential scenarios. These include whether informal clearances received during 2025 will mean those acquisitions are exempt from the obligation to notify from 1 January.
"A key message is that if businesses are considering seeking an informal merger review after 1 July 2025, it is important they engage with us as soon as possible," Ms Cass-Gottlieb said.
"This will help manage the risk that there won't be enough time for the ACCC to complete its assessment before the new mandatory merger review process comes into effect."
The ACCC will continue to work with businesses to navigate the transition to the new regime and the guidance may be progressively updated to ensure it addresses new questions that emerge.
"We are committed to ensure the transition to the new mandatory regime is transparent and smooth," Ms Cass-Gottlieb said.
Businesses, advisers, consumers and other interested members of the community can now subscribe for updates on merger reform on the ACCC website: Subscribe to merger reform updates
Background
Currently Australia's merger regime does not require merger parties to notify the ACCC of proposed acquisitions or to wait for ACCC clearance before proceeding with the acquisition.
On 28 November 2024, the Australian Parliament passed the Treasury Laws Amendment (Mergers and Acquisitions Reform) Bill 2024. The ACCC welcomed the new legislation.
Under the new regime, all transactions above a prescribed threshold must be notified to the ACCC.
The ACCC first released proposed merger reforms at the Law Council conference in 2021. ACCC Chair Gina Cass-Gottlieb commenced her term in 2022. She has continued to advocate for merger reform including at the National Press Club in April 2023.
The ACCC has consistently outlined why the changes are necessary to achieve effective merger control in Australia and ensure there is strong competition across the economy, driving dynamism, productivity and restraint on prices for the benefit of consumers and efficient businesses.
The ACCC's submissions to the Treasury Competition Review, which includes detailed analysis and argues the case for reform can be found here: https://www.accc.gov.au/inquiries-and-consultations/accc-submissions-to-external-consultations#toc-mergers-
The ACCC issued a Statement of Goals in October 2024 to outline its approach to implementing the new regime and to reduce uncertainty during the transition.
