ACCC merger reforms coming 1 January 2026 – considerations for serial acquirers

Australia’s merger control system is about to undergo its most significant overhaul in half a century.

From 1 January 2026, the Australian Competition and Consumer Commission (ACCC) will replace the long-standing voluntary, non-suspensory “informal clearance” process with a mandatory, suspensory regime. Any acquisition that meets certain financial thresholds must be notified to the ACCC and cannot be put into effect unless and until ACCC clearance or a waiver is obtained or the transaction is otherwise exempt.

Those thresholds may apply to both one-off acquisitions as well as serial or creeping acquisitions.

This article focuses on the serial acquisition thresholds – which will be relevant to businesses pursuing growth through an inorganic aggregation strategy – although some of the points raised in this article will also be relevant to the broader regime.

What is the ACCC looking for with serial acquisitions?

The ACCC will assess a buyer’s acquisitions in the same or related markets over the past three years. It is particularly concerned where a firm acquires a series of smaller companies over time, consolidating them to obtain substantial market power, lessen competition, or entrench existing market dominance.

The form that must be lodged to notify the ACCC of a notifiable acquisition requires the buyer to provide information upfront as to certain acquisitions put into effect by the parties (ie. the buyer, target or their connected entities) in the previous three-year period, such as the target’s name, acquirer name, shares or assets acquired, date the acquisition was put into effect, and Australian revenue.

The ACCC will be on the lookout for serial acquisitions that result in:

• increased incremental market concentration;

• difficulties for small or potential competitors reaching sufficient scale to compete;

• the buyer maintaining a stable of brands that creates the perception of alternative options when this is not the case, raising barriers to entry;

• reduction in competition between competing chain stores; or

• reduced competition at multiple functional levels of the market.

What can you do now to get ready?

• Threshold mapping – Monitor and assess group Australian revenue (on an annual basis) so you understand your position and can move quickly to determine whether filing obligations will be triggered by any given acquisition. (See below for a snapshot of the relevant thresholds).

• Three year look back – Analysis of thresholds will require a three year look back period. Identify past transactions and track down historical records. Tracking previous transactions to include the information requested by the ACCC will ease the burden of completing the information request at the time of notifying the ACCC of an acquisition, which is often time-sensitive.

• Review pipeline - Identify acquisitions likely to sign or complete after 1 January 2026 and assess whether they are expected to trigger notification. Early preparation is key – the ACCC expects engagement before notification and the information required to be provided upfront may be burdensome.

• Internal systems – If you're likely to be captured going forward, consider implementing systems to capture relevant information on a rolling basis.

• Timetable impact – Factor the filing process into your transaction timetable. This should include a period of engagement with the ACCC before lodging an application as well as consideration of the process timeframes. Note that these timeframes are subject to a number of 'clock-stoppers'.

• Budget for filing fees – Filing fees will depend on complexity.

• Sale agreements – Sale agreements will need updating to include a suitable ACCC condition precedent. A longer period between signing and completion may increase your at-risk period. Consider whether you want to seek strengthened contractual protections – for example MAC and termination rights for material warranty breaches. Warranty packages may also need to be updated to include warranties about the accuracy of turnover/assets data relevant to threshold assessment.

• Impacts on non-competes – The reforms signal increased scrutiny of goodwill protection restraints of notified waivers which the ACCC may deem void and unenforceable. Seek advice about any goodwill restraint prior to notifying the ACCC.

• Consider confidentiality and plan for earlier stakeholder engagement – Acquisitions will be notified on an ACCC public website within 1 day of notification. This may mean transactions needs to be announced earlier and you will need to commence stakeholder engagement earlier than before.

Threshold snapshot

What are the serial acquisition thresholds?

Businesses that pursue an inorganic growth or aggregation strategy should be aware of the following cumulative transaction thresholds for serial acquisitions of targets carrying on business in Australia:

For these purposes:

"Australian revenue" means gross revenue for the entity’s most recently ended 12-month financial reporting period, that is attributable to transactions or assets within Australia, or transactions into Australia.

A "connected entity" means either: (i) entities that are connected as a result of being a subsidiary, holding company, or related body corporate for the purposes of section 4A of the CCA; OR (ii) an entity controls, or is controlled by another (ie capacity to determine outcome of decisions regarding financial and operating policies), or is an associate of the other entity if they are part of the same corporate group.

What previous acquisitions are included?

Revenue from previous acquisitions will be included where the previous target carries on a business that involves the supply or acquisition of goods and services that are the same, substitutable or competitive with each other.

Are there any exemptions?

Exemptions apply for:

• Acquisitions notified to the ACCC, except those notified under the creeping or serial acquisitions threshold

• Acquisitions below $2 million Australian revenue

• Acquisitions not connected with Australia.

And remember…. the "substantial lessening" test remains

Businesses should be aware that, even if transactions fall short of these thresholds, the general prohibition on acquisitions that would have the likely effect of substantially lessening competition remains. A substantial lessening of competition can be constituted by the creation, strengthening or entrenching of substantial market power.