Selling to a large buyer under Australia's 2026 merger rules

Selling to a major buyer can raise a merger-control issue even where the business being sold looks modest on its own. Under Australia's mandatory regime from 1 January 2026, a transaction may need ACCC notification based on the buyer group's Australian revenue, the target's Australian revenue, the deal value and, in some cases, the buyer's recent acquisition history. If notification is required, the parties must wait for ACCC approval before completion, unless a notification waiver has been granted.

The practical task is to work out early whether the deal is actually caught, because that answer affects timing, conditions precedent, information sharing and who carries the filing work. A seller cannot assess this by looking only at its own turnover, and a buyer cannot assume a smaller acquisition is automatically outside the regime.

This guide focuses on sale transactions where a business is being acquired by a larger corporate group, including threshold screening, serial acquisitions, exemptions, April 2026 asset and voting-power additions, and how to reflect the outcome in the contract. This article is general information only and is not legal advice.

The deal facts that determine whether notification is required

Before signing, or at least before the deal becomes unconditional, get clear answers to these questions:

• Is the target connected with Australia by carrying on business in Australia?
• Is the deal an acquisition of shares or assets that falls within the merger control regime, rather than an exempt or out-of-scope transaction?
• What is the acquirer group's Australian revenue?
• What is the target's Australian revenue?
• What is the combined Australian revenue of the merger parties?
• What is the global transaction value?
• Has the buyer made other acquisitions in the last 3 years involving the same or substitutable goods or services?
• From 1 April 2026, does the deal also trigger the added asset or voting power thresholds?
• If the deal is notifiable, does the contract prevent completion until ACCC approval is in place, or a valid notification waiver has been granted?

If any of those answers are missing, do not assume the deal can proceed on an ordinary SME timetable. A small target can still be caught because the regime looks beyond the seller's size alone.

Your own turnover is only part of the picture

A founder or owner will often start with the target's revenue. That is understandable, but it does not answer the legal question on its own.

The ACCC says under its thresholds for notifying acquisitions that an acquisition must be notified under the large merged firm threshold if the combined Australian revenue of the merger parties is at least $200 million and either the target's Australian revenue is at least $50 million or the global transaction value is at least $250 million.

There is also a separate very large acquirer threshold. An acquisition must be notified if the acquirer group's Australian revenue is at least $500 million and the target's Australian revenue is at least $10 million.

That means a seller with revenue well below $50 million cannot safely stop the analysis there. If the buyer group is very large, the $10 million target threshold may matter. If the overall transaction value is high enough, the global transaction value limb may matter. The right question is not just, "How big are we?" It is, "How does this target sit within the buyer group, the wider transaction and the current ACCC thresholds?"

The ACCC also says its threshold summary is a general guide and may contain generalisations. For borderline structures, partial acquisitions, unusual valuation issues or complex groups, the current legislation, legislative instruments and transaction-specific advice still matter.

Check Australian connection and exemptions before reaching a conclusion

Even where a revenue or value threshold appears to be met, notification is only required if the target is connected with Australia and no exemption applies.

On the ACCC's published guidance, the target must be carrying on business in Australia. That may be straightforward for an established Australian trading business, but less obvious where the target is offshore, mainly holds intellectual property, operates through affiliates or only has limited Australian activity.

The exemption and scope analysis also needs attention before anyone calls the deal notifiable or non-notifiable. The ACCC's thresholds guidance gives examples of exemptions and out-of-scope situations, including some share acquisitions where control is not obtained, some Chapter 6 entity share acquisitions resulting in voting power of 20% or less, a range of land-related exemptions, parts of the financing and financial markets context, certain external administrator and statutory transfers, some ordinary-course asset acquisitions, and some internal restructures or reorganisations.

The practical lesson is simple. Do not move straight from turnover figures to a conclusion on notification. You need to test Australian connection, the nature of the asset or share acquisition, whether control or voting power issues arise, and whether an exemption or out-of-scope category applies.

Serial acquisitions can bring a small target into the regime

A current deal may look modest in isolation but still need to be notified because of the buyer's acquisition history.

For large merged firms, the ACCC says an acquisition must be notified if the combined Australian revenue of the merger parties is at least $200 million and the cumulative Australian revenue from acquisitions in the past 3 years that predominantly involve the same or substitutable goods or services is at least $50 million.

For very large acquirers, the ACCC says an acquisition must be notified if the acquirer group's Australian revenue is at least $500 million and the cumulative Australian revenue from acquisitions in the past 3 years that predominantly involve the same or substitutable goods or services is at least $10 million.

This is where sellers can easily underestimate the issue. A single small sale may look harmless, but if the buyer has been rolling up comparable businesses or product lines, the serial acquisition rules may change the answer.

Just as importantly, previous acquisitions are not all counted in the same way. The ACCC says some categories are excluded from the accumulation exercise, including certain acquisitions already notified to the ACCC, acquisitions below $2 million Australian revenue, certain low-value asset acquisitions, assets no longer held, some share acquisitions where control is absent, and acquisitions not connected with Australia.

That means neither side should try to do the serial calculation from media reports or memory. The buyer usually has the best information about group structure and acquisition history. The seller usually knows more about whether the target's goods or services are predominantly the same as, or substitutable for, those in the buyer's earlier deals. In practice, both sides often need to contribute to the screen.

The April 2026 additions matter for partial asset deals and some share stakes

The regime is not limited to standard acquisitions of an entire operating business.

From 1 April 2026, the ACCC guidance includes additional asset thresholds for acquisitions that do not involve all, or substantially all, of the assets of a business. For large acquirers, notification may be required where the acquirer group's Australian revenue is at least $200 million and the global transaction value is at least $200 million. For very large acquirers, notification may be required where the acquirer group's Australian revenue is at least $500 million and the global transaction value is at least $50 million.

The ACCC also states that additional voting power thresholds commenced on 1 April 2026. These can require notification for certain share acquisitions even where the deal does not result in control, provided the general notification thresholds are also met. The published summary refers, for example, to some increases above 20% for unlisted companies that are not widely held, and additional thresholds for body corporates more generally.

What should a buyer or seller do with that? Avoid simplistic shortcuts. A carve-out asset purchase is not automatically outside the regime. A minority stake is not automatically outside the regime either. If the transaction involves selected assets, a business division rather than the whole business, or a strategic stake that increases voting power, the April 2026 additions need a specific check.

A worked example shows why a modest sale can still need a screen

Assume you are selling a software-enabled services business with Australian revenue of $12 million. The purchase price is $65 million. Many founders would look at that number and assume the deal is too small to worry about from an ACCC notification perspective.

Now add the buyer facts. The buyer is part of a corporate group with Australian revenue of $700 million. Over the last 3 years, that group has bought two other Australian businesses offering substitutable services with revenue of $4 million and $7 million respectively.

On those hypothetical figures, the target is above $10 million revenue, the buyer group is above $500 million revenue, and prior acquisitions may matter to the serial acquisition analysis. That still does not prove notification is required. You would need to confirm whether the target is connected with Australia, whether those prior acquisitions are counted or excluded, whether the services are predominantly the same or substitutable, whether the structure is a share or asset acquisition, and whether any exemption applies.

But it does show why a seller cannot safely say, "We are only a $12 million business, so there is nothing to check."

Change the facts again. Suppose the target revenue is only $8 million, but the transaction sits within a larger multi-jurisdiction package and the global transaction value is high. That still does not let you rule the ACCC question in or out by target revenue alone. Depending on the structure and the applicable threshold, other limbs may still need analysis.

Build the answer into your documents and timetable

If there is any realistic chance the acquisition is notifiable, the sale documents should deal with that early rather than leaving it for the week of completion.

A practical approach is to make the buyer responsible for preparing the threshold analysis because the buyer usually controls the group revenue data, prior acquisition history and transaction structuring information. The seller should then be required to provide information reasonably needed for buyer due diligence about the target's Australian revenue, its activities in Australia, overlaps with the buyer, customers, competitors and the assets being transferred.

The agreement also needs a completion sequence and completion checklist that matches the regime. A sensible commercial position is that completion cannot occur unless one of the following has happened: the parties have properly determined that no notification is legally required, the ACCC has granted a notification waiver, or the ACCC has approved a required notification.

In practical drafting terms, a condition precedent might require the buyer to lodge any required ACCC filing, require both parties to cooperate in supplying information, and state that completion must not occur until any required approval becomes effective. If the parties choose to seek a notification waiver, the clause should also deal with what happens if the waiver is refused.

That matters because a notification waiver is not the default first step and it is not guaranteed. The ACCC says in its notification waivers guidance that the waiver process is not suitable for all acquisitions and is not an initial step before progressing to notification. It may be appropriate for straightforward matters that do not raise material risk to competition or consumers, but the ACCC can refuse it. If a waiver is not granted and the thresholds are met, the parties still need to notify and wait for ACCC approval before proceeding.

Timetables also need realism. The ACCC encourages pre-notification engagement and allows notifications using short or long forms depending on the acquisition. A long-stop date should leave room for information gathering, internal approvals and regulatory steps without assuming that clearance will be immediate or automatic.

Below threshold does not mean zero competition risk

Even if a deal does not trigger mandatory notification, the competition analysis is not over.

The ACCC says it can investigate anti-competitive acquisitions below the notification thresholds that are not voluntarily notified. It also says the section 50 prohibition on acquisitions likely to substantially lessen competition still applies even where a notification waiver has been granted. The ACCC assesses waiver applications case by case, but a waiver does not displace section 50; a below-threshold acquisition may still warrant its own competition-risk assessment.

That does not create a universal filing duty for every party buying or selling a business. It does mean parties should separate two different questions. First, is notification mandatory under the current thresholds and rules? Second, even if notification is not mandatory, does the acquisition still raise competition risk that should be assessed before signing or completing?

Before signing, gather both parties' figures, check the thresholds and exemptions, then reflect any ACCC approval requirement in the agreement. The ACCC screen is separate from FIRB, tax and ordinary transaction due diligence.

Key Takeaways

• A sale to a large buyer can be notifiable even if the target is relatively small, because the ACCC looks at buyer-group revenue, target revenue, combined revenue and sometimes global transaction value.
• You also need to confirm the target is connected with Australia and that no exemption or out-of-scope category applies.
• Recent acquisitions involving the same or substitutable goods or services can bring a smaller deal into the regime through the serial acquisition thresholds.
• From 1 April 2026, extra checks apply for some partial asset deals and share acquisitions that change voting power.
• Even below threshold, parties should still assess section 50 competition risk and build any ACCC process into the deal timetable and conditions.

For a business sale, Sprintlaw can help with sale documents, conditions precedent, regulatory due-diligence coordination and the notification or waiver process. Competition-merits advice may require a specialist competition lawyer. Call 1800 730 617 or email team@sprintlaw.com.au.