Bellis Acquisition Company 3 Limited / Asda Group Limited merger inquiry

The CMA investigated the completed acquisition by Bellis Acquisition Company 3 Limited of Asda Group Limited.

From:
Competition and Markets Authority
Published
8 December 2020
Last updated
9 December 2021 — See all updates
Case type:
Mergers
Case state:
Closed
Market sector:
Oil and gas refining and petrochemicals
Outcome:
Mergers - phase 1 clearance with undertakings in lieu
Opened:
8 December 2020
Closed:
16 June 2021

Statutory timetable

Phase 1 Date Action
16 June 2021 Undertakings in lieu of reference accepted
20 April 2021 Decision announced
10 February 2021 Initial Enforcement Order
8 December 2020 Launch of merger inquiry
8 December 2020 to 22 December 2020 Invitation to comment

Phase 1

Case closure

9 December 2021: The sale of 27 EG retail fuel sites subject to the UILs to Park Garage Group (26 sites) and James Hall & Co (1 site) was approved by the CMA and completed by 29 November 2021 and 15 November 2021, respectively. This brings the merger investigation to a close.

Undertakings in lieu of reference accepted

16 June 2021: The CMA has accepted undertakings in lieu of reference for the completed acquisition by Bellis Acquisition Company 3 Limited of Asda Group Limited.

Undertakings in Lieu of reference consultation: now closed

21 May 2021: We are consulting on proposed undertakings in lieu of a reference for the completed acquisition by Bellis Acquisition Company 3 Limited of Asda Group Limited.

CMA to consider undertakings offered

5 May 2021: Mr Zuber Issa, Mr Mohsin Issa and TDR Capital LLP jointly offered undertakings to the CMA, which involve divesting 27 EG Group Limited petrol filling stations. The CMA considers that there are reasonable grounds for believing that the undertakings offered jointly by Mr Zuber Issa, Mr Mohsin Issa and TDR Capital LLP, or a modified version of them, might be accepted by the CMA under the Enterprise Act 2002.

Reference unless undertakings accepted

20 April 2021: The CMA has decided, on the information currently available to it, that it is or may be the case that this merger has resulted or may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom. This merger will be referred for a phase 2 investigation unless the parties offer acceptable undertakings to address these competition concerns.

Initial enforcement order

On 10 February, the CMA served an initial enforcement order (IEO) under section 72(2) of the Enterprise Act 2002 on Mr Zuber Issa, Mr Mohsin Issa, TDR Capital LLP, TDR Capital III Holdings L.P., TDR Capital III Investments (2019) L.P., and Asda Group Limited in relation to the acquisition by Bellis Acquisition Company 3 Limited of Asda Group Limited. The IEO commenced on 16 February 2021, the day the parties completed the transaction.

Amendments / consents granted

Notice of extension

Launch of merger inquiry

8 December 2020: The CMA has launched its phase 1 investigation following the European Commission’s decision to refer the case to the United Kingdom, following a request by the merging parties under Article 4(4) of the EC Merger Regulation. The CMA is inviting comments from any interested party on the impact that the Merger could have on competition in the UK, until 22 December 2020.

Invitation to comment closed: 22 December 2020

The Competition and Markets Authority (CMA) is considering whether it is or may be the case that this transaction, if carried into effect, will result in the creation of a relevant merger situation under the merger provisions of the Enterprise Act 2002 and, if so, whether the creation of that situation may be expected to result, in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services.

To assist it with this assessment, the CMA invites comments on the transaction from any interested party.  

These comments should be provided by the deadline set out above. 

Contact

Please send written representations about any competition or public interest to:

MergerSupportTeam@cma.gov.uk

Published 8 December 2020
Last updated 9 December 2021 + show all updates

  1. Case closure announced.

  2. Full text of the decision to accept undertakings published.

  3. The CMA has accepted undertakings in lieu of reference for the completed acquisition by Bellis Acquisition Company 3 Limited of Asda Group Limited. Final undertakings published.

  4. Derogation published.

  5. Full text decision, proposed undertakings in Lieu of reference consultation and notice of consultation published.

  6. CMA to consider undertakings offered.

  7. CMA to consider undertakings offered published.

  8. Derogations published.

  9. Referral to Phase 2 announced with summary of the decision and derogation published.

  10. Derogation published.

  11. Derogations published.

  12. Derogations published.

  13. Initial enforcement order published.

  14. Notice of termination of extension published.

  15. Notice of termination of extension published.

  16. Notice of extension published.

  17. Notice of extension published.

  18. First published.

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