Time is of the essence: Australia’s transition to a mandatory merger clearance regime

The ACCC released its guidelines for the transition period for the second half of 2025 on 4 March 2025. In summary: 

• The current informal merger review process will be in effect until 31 December 2025, however requests submitted after October 2025 risk not being finalised in 2025.
• The current formal merger authorisation process is only available until 30 June 2025, after that parties will need to assess notification requirements under the new regime.
• The new merger control regime is available to be utilised from 1 July 2025.
• The ACCC will draw a hard deadline on 31 December 2025 on any pending reviews under the old system and stop reviewing these from that date. 

Parties will not be required to notify mergers under the new regime where: 

• the transaction completes prior to 1 July 2025 (but you should assess whether you should approach the ACCC under the current regime);
• the ACCC has finalised its informal review before 1 July 2025 (and did not have objections) and the transaction completes by 31 December 2025;
• the ACCC has issued a letter to pre-assess or not to oppose the transaction between 1 July and 31 December 2025 and the acquisition completes within 12 months of the date of the ACCC’s letter; and/or
• the transaction completes after 1 July 2025 but is not notifiable and does not meet the thresholds of the new regime. 

In scenarios that do not meet the above criteria, the parties should consider as a first step whether the transaction would be notifiable and meet thresholds under the new regime. As a second step, parties also need to consider when they will be able to make any ACCC filings by and when completion of the transaction is realistically going to occur. 

If future notification thresholds are met and it is unlikely that a request for informal review can be submitted prior to October 2025 (depending on the complexity and competition risk contained in the transaction) parties may wish to opt into the new system right away to avoid having to notify the ACCC twice. An assessment of the right strategy will need to take into account the particularities of each transaction and parties should seek specialist legal advice to understand time frames, risks and regulatory requirements.

In the case of a transaction having received a positive decision from the ACCC prior to 1 July 2025 but the parties find that they are unable to complete prior to 1 January 2026, the ACCC has announced that it accepts requests for an ‘updated informal review’ to provide certainty for the parties which should be requested as soon as possible after 1 July 2025. 

Applications for formal merger authorisations will not be accepted after 30 June 2025, but pending applications will still be reviewed until the end of the calendar year.