From 1 January 2026, mergers that meet the merger thresholds must be notified to the Australian Competition and Consumer Commission (ACCC). Through the Notification Waiver process, merger parties can apply to the ACCC to waive this notification requirement for acquisitions that are unlikely to meet the notification thresholds or do not raise competition risks that need further investigation.
Latest developments
Yesterday, Treasury published an Exposure Draft on the Notification Waiver mechanism. This is the public's first look at the proposed requirements in detail and an opportunity to provide feedback to Treasury before the form is finalised.
The Exposure Draft sets out the proposed information that merger parties are required to provide to the ACCC in the Notification Waiver form:
Acquisition details:
A summary of the acquisition, including a description of the parties, ANZSIC references, the goods or services supplied by the parties, including any vertical relationships or other overlaps between the parties, the main industries in which the parties supply and what will be acquired and the process or transaction structure by which it will occur.
The type of acquisition (for example, horizontal, vertical, conglomerate or business input).
The commercial rationale for the acquisition.
The consideration for all shares and assets being acquired in Australian dollars.
If applicable, the transaction value calculated for the purposes of the transaction value test.
Details of any related filings in other foreign countries.
The basis for seeking a Notification Waiver:
Whether the acquisition meets any specified notification thresholds.
Whether the acquisition is in a specified class of acquisitions.
For each relevant good or service supplied or potentially supplied by the parties to the acquisition:
A description of the good or service and the geographic areas in Australia where it is supplied.
Other key suppliers of the good or service in Australia.
Market definition(s) for the good or service, with a statement of the parties’ reasons for identifying those definitions.
For each relevant market definition, estimated Australian revenue and market shares for each party to the acquisition and other key suppliers for the most recent 12-month financial reporting period, including details on how those estimates were made and any assumptions relied on.
Final or most recent versions of all transaction documents and any other agreements between the parties related to the acquisition including any supply or other ancillary agreements that are conditional on the acquisition.
This information will be considered by the ACCC in its decision to grant a Notification Waiver, in addition to the factors already set out in the legislation:
Object of the Competition and Consumer Act 2010 (Cth).
Interest of consumers.
Whether the transaction is likely to meet the notification thresholds.
Whether the transaction will have the effect, or be likely to have the effect, of substantially lessening competition (SLC) in any market.
Submissions are made on the consultation website and are open now until 16 September 2025.
Background on the Notification Waiver
The Notification Waiver mechanism is intended to:
Increase certainty for businesses by confirming to parties that its obligations to notify the ACCC are being waived.
Support efficient administration of the new merger regime by expediting acquisitions that are non-contentious but may nevertheless meet the notification thresholds.
A Notification Waiver is granted by the ACCC where the acquisition is unlikely to meet the notification thresholds or do not raise competition risks that need further investigation, based on the information provided.
Once a Notification Waiver application is lodged, details of the acquisition will be published on the Acquisitions Register, which will include a summary of the acquisition.
The ACCC expects to make a determination within 20 business days of a Notification Waiver application where for at least 10 of those days, the acquisition was on the Acquisitions Register. The ACCC's determination must be made in writing addressed to the applicant, with reasons for the determination. A summary of the decision will also be included on the Acquisitions Register.
The fee for a Notification Waiver application will be $8,300.
Find out more about the new merger regime.
Next steps
The level of information required to seek a waiver is remarkably similar to the information required for a short form filing. The key difference appears to be the size of the filing fee. While a lower filing fee is welcome, no doubt it will be hotly debated whether the extent of information required is strictly necessary for the ACCC to determine eligibility for a waiver.
Once the consultation is over and the Notification Waiver form is finalised, the ACCC will publish guidance material for the completion of the form on its website. We expect more information will be available closer to 1 January 2026.