Proposed Amendments To Malta's Merger Rules: Public Consultation Launched

The key changes and implications on deals and merger compliance are outlined below:

1. Raised notification thresholds

The aggregate turnover threshold for mandatory notification will increase from circa €2.3 million to €4.5 million, and at least two undertakings each achieving €800,000 turnover in Malta. This replaces the previous 10% combined turnover test with a simpler fixed-amount calculation.

This would mean fewer transactions requiring mandatory notification. This will help to reduce the regulatory burden and compliance costs on smaller enterprises.

2. Call-in power for below-threshold mergers

The Director General will gain authority to require notification of below-threshold concentrations where they may affect competition in Malta. Crucially, this power cannot be exercised retrospectively: once a transaction has been implemented, it falls outside the call-in regime. However, once called in, a standstill obligation applies until the Office completes its assessment.

This new power follows the implementation of similar powers in eight EU Member States, and public consultations launched across others for "call-in" powers to address the risk of so-called "killer acquisitions" where incumbent firms acquire innovative targets to eliminate potential competition. Such transactions fall below most turnover or transaction-based thresholds, while still posing a risk to competition and innovation on markets. The increase in EU Member States looking to afford national competition authorities ("NCAs") "call-in" powers also comes in the wake of the CJEU's seminal Illumina/Grail ruling. Article 22 of the EU Merger Regulation ("EUMR") allowed NCAs to refer proposed transactions to be reviewed by the European Commission where these fell below the national thresholds for an NCA to have jurisdiction, but where this still posed a risk to competition and affected trade between Member States. However, the Court in Illumina/Grail held that article 22 EUMR referrals by NCAs for the European Commission to review concentrations could only be made where the NCAs themselves had jurisdiction over a proposed transaction.

From a practical perspective, such "call in" powers may mean that no transaction is entirely safe from review. Acquisitions of nascent competitors, innovative start-ups, or strategic assets in concentrated markets carry higher call-in risk. Businesses may wish to consider voluntary notification or seeking informal guidance for higher-risk transactions.

3. Enhanced information-gathering powers

The Director General will be empowered to request information about any planned concentration, including below-threshold transactions, and to set deadlines for responses. This enables the Office to gather intelligence before any notification is filed, and to enable effective enforcement and closing of any regulatory gaps.

Businesses should maintain clear records of transaction rationale and competitive assessments from early stages. Penalties apply for failure to respond or for providing misleading information.

4. Increased notification fees

The current notification fee of €163.06 (unchanged since 2007) will be replaced with a tiered structure:

• Simplified notifications: €1,000

• Phase I notifications: €6,000

• Phase II investigations: the higher of €20,000 or 0.02% of aggregate turnover, capped at €35,000

• All fees are non-refundable, including where transactions are abandoned.

It is understood that the Office conducted a cost analysis and concluded that the current fee does not reflect the complexity and resources required for merger assessment.

We note that whilst the Phase I fee represents a significant increase, the simplified procedure remains among the lowest in the EU. Higher notification fees overall should be factored in into transaction budgets.

5. Other notable changes

• Removal of 15-day notification deadline: Parties will have greater flexibility in timing, though notification must still occur before implementation.

• Holiday suspensions: The Director General may suspend time limits for 10 working days in August and 10 working days in December/January, aligning with European Commission practice.

• Sectoral consultation: Director General will seek non-binding views from sectoral regulators during assessments

• Digitalisation: Electronic submissions are now permitted, with only one copy of notification documents required

• Increased penalties: Penalties for providing misleading information increase to the higher of €50,000 or 1% of worldwide turnover. Failure to notify a notifiable concentration may attract penalties of up to 10% of total turnover.

Looking ahead

These proposed amendments represent a significant shift in Malta's approach to merger control. Whilst the raised thresholds will reduce the notification burden for smaller transactions, the new call-in power and enhanced information-gathering authority substantially expand the Office's reach.

Proactive compliance, enhanced internal screening, and early engagement with the Office will be essential. Businesses operating in Malta should monitor the consultation process closely and prepare for the new regime. The public consultation closes on 30 January 2026, and the regulations are expected to take effect within two months of Gazette publication.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.