Mergers & Acquisitions Reform

On 10 October 2024, the Treasury laws Amendments (Mergers and Acquisitions Reform) Bill 2024 was introduced to Parliament (Bill).

The Bill contemplates that, on and from 1 January 2026, Australia will adopt a mandatory administrative merger process. This means that all mergers and acquisitions will now be required to comply with notification requirements, as opposed to the previous informal notification system.

A transaction which falls within the regime described by the Bill must be disclosed to the ACCC, and the parties to the transaction will be prevented from completing the proposed transaction until such time that the ACCC has determined that the transaction can proceed.

The new regime will apply to the following transactions where the acquisition by individuals or corporations with respect to:

• shares in the capital of a body corporate or corporation;
• any assets of a person or corporation; or
• any other acquisition the Minister, following consultation and by legislative instrument, determines should be notifiable or exempt,

where ‘control’ and ‘monetary’ thresholds are met.

Parties to a transaction which results in the acquiring party gaining control or practical influence over the business will be required to notify the ACCC of the transaction.

In addition, an acquisition will be notifiable as follows:

• Economy-wide monetary thresholds: Where the target has a material connection to Australia and, with the acquirer, has a combined turnover of $200 million and either:
  • the Australian turnover is at least $50 million for at least two (2) of the merger parties; or
  • the global transaction value is at least $250 million.

• Very large acquirer threshold: Where the target has a material connection to Australia and, with the acquirer, has a combined turnover of $500 million and the Australian turnover is at least $10 million for at least two of the merger parties.
• Serial acquisitions threshold: This concerns all mergers by businesses with combined annual Australian turnover of
• • $200 million for the merger parties, and the cumulative Australian turnover from acquisition in the same or substitutable goods or services over a three (3) year period is at least $50 million; or
  • $500 million for the acquirer group, and the cumulative Australian turnover from acquisitions in the same or substitutable goods or services over a three (3) year period is at least $10 million.

There are exemptions to the requirement to notify the ACCC, which include:

•  acquisitions which do not result in a change in control;
• acquisitions of shares in the capital of Chapter 6 entity where the acquirer’s voting power does not exceed twenty percent, or does not start from a position that is above twenty percent and below ninety percent;
• internal restructures and reorganisations involving related bodies corporate; and
• those done through the ordinary course of business (except for transactions involving land or patents).

While the proposed commencement of the amendments under the Bill take effect from 1 January 2026, there will be transitional arrangements in place between 1 July 2025 and 31 December 2025 where parties may choose to notify the ACCC of their proposed acquisition under the new regime.

If you would like advice or assistance in relation to a potential merger or acquisition, please contact our accredited business law specialists and Partners Justin Thornton on jthornton@marsdens.net.au and Rahul Lachman on rlachman@marsdens.net.au or otherwise by calling them on (02) 4626 5077.

The contents of this publication are for reference purposes only. This publication does not constitute legal advice and should not be relied upon as legal advice. Specific legal advice should always be sought separately before taking any action based on this publication