CD&R / Morrisons

The CMA is investigating the completed acquisition of WM Morrison Supermarkets Limited by Clayton, Dubilier & Rice Holdings, LLC.

From:
Competition and Markets Authority
Published
29 October 2021
Last updated
1 June 2023 — See all updates
Case type:
Mergers
Case state:
Closed
Market sector:
Motor industry, Retail and wholesale
Outcome:
Mergers - phase 1 clearance with undertakings in lieu
Opened:
29 October 2021

Statutory timetable

Date Action
24 March 2022 Decision announced
27 January 2022 Launch of merger inquiry
27 January 2022 to 10 February 2022 Invitation to comment
26 October 2021 Initial enforcement order

Phase 1

Case closure

1 June 2023:The sale of 87 convenience stores subject to the UILs to 3j Service Station (1 site); A&D Murco Friendly (1 site); Grove Retail (3 sites); Highway Stops (5 sites); Penny Petroleum (8 sites); Platinum Retail (10 sites); Rontec (1 site); SGN (39 sites); and Shell (19 sites) was approved by the CMA and were completed on various dates between January and May 2023. This brings the merger investigation to a close.

Directions to appoint a monitoring trustee

17 February 2023: Pursuant to the Final Undertakings dated 9 June 2022, the CMA directed CD&R to appoint a monitoring trustee.

Undertakings in lieu of reference accepted

9 June 2022: The CMA has accepted undertakings in lieu of reference for the completed acquisition WM Morrison Supermarkets Limited by Clayton, Dubilier & Rice Holdings, LLC.

Undertakings in lieu of reference: now closed

3 May 2022: We are consulting on proposed undertakings in lieu of a reference for the completed acquisition of WM Morrison Supermarkets Limited by Clayton, Dubilier & Rice Holdings, LLC.

CMA to consider undertakings offered

7 April 2022: CD&R offered undertakings to the CMA, which involve divesting petrol filling stations. The CMA considers that there are reasonable grounds for believing that the undertakings offered by CD&R, or a modified version of them, might be accepted by the CMA under the Enterprise Act 2002.

Reference unless undertakings accepted

24 March 2022: The CMA has decided, on the information currently available to it, that it is or may be the case that this merger 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.

Launch of merger inquiry

27 January 2022: The CMA announced the launch of its merger inquiry by notice to the parties.

Invitation to comment: Closed

27 January 2022: The Competition and Markets Authority (CMA) is considering whether it is or may be the case that this transaction has resulted 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 has resulted, or 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.

Initial enforcement order

26 October 2021: The Competition and Markets Authority (CMA) has served an initial enforcement order under section 72(2) of the Enterprise Act 2002 on Clayton, Dubilier & Rice Holdings, LLC (“CD&R”); Motor Fuel Limited and CD&R Firefly Holdco Limited; Market Bidco Limited and Market Topco Limited and WM Morrison Supermarkets Plc (“Morrisons”) in relation to the acquisition by CD&R of Morrisons.

Amendments / consents granted

Contact

Please send written representations about any competition issues to general.equiries@cma.gov.uk

Published 29 October 2021
Last updated 1 June 2023 + show all updates

  1. Case closed.

  2. Direction to appoint a monitoring trustee published.

  3. Full text decision and derogations published.

  4. Final undertakings published.

  5. Derogation letters published.

  6. Notice of consultation to consider undertakings in lieu of reference and full text of reference unless undertakings accepted decision published.

  7. Update published to the page following undertakings offered by CD&R.

  8. Derogation published.

  9. Reference unless undertakings accepted published.

  10. Derogation published.

  11. Phase 1 merger inquiry launched.

  12. derogation published.

  13. Derogations published.

  14. Derogation published.

  15. Derogation published.

  16. First published.

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