Information on procedures, potential consequences of non-notification, new and adopted CMA guidance and who to contact.
The information on this page is a quick overview of the relevant legislation and guidance documents. If there is a discrepancy between the content of this page and the guidance, the guidance will take precedence.
The Office of Fair Trading (OFT) and the Competition Commission (CC) closed on 31 March 2014. The Competition and Markets Authority (CMA) took over their responsibilities for mergers on 1 April 2014.
You can find more information on these organisations and their mergers work at:
Notify CMA of a merger
Merger notification in the UK is voluntary. This means that:
- you can choose whether to notify the CMA of a merger or not, even if the merger qualifies for being reviewed by the CMA by meeting its jurisdictional thresholds
- there is no prohibition on companies completing transactions without clearance from the CMA, although doing so may give rise to some risks
- some mergers are considered by the European Commission rather than by National Competition Authorities such as the CMA
- for a more detailed overview, see A Quick Guide to UK Merger Assessment
If you choose not to notify the CMA it will not affect the CMA’s evaluation of the competitive effects of your merger.
Please consult the guidance or obtain legal advice if you are unsure whether you should notify the CMA of a merger.
How to notify CMA of a merger
If you decide to notify your merger, you should contact CMA by firstly completing the Merger Case Team Allocation Request Form. The CMA will then discuss the information that should be provided in the merger Notice Form with you. You should then notify CMA by either:
- using the Merger Notice Template or
- providing a submission in a written format, accompanied by an annotated version of the Notice Template noting where in the submission the questions have been addressed
Merger notification forms
The Merger Case Team Allocation Request Form enables the CMA to select an appropriate case team and start the process of discussing with the merger parties what information may be required before a formal notification is made.
The Merger Notice Template provides details and guidance on the information necessary to allow the CMA to assess an anticipated or completed merger.
You can find more information in:
- A quick guide to UK merger assessment - a quick guide, suitable for businesses, providing a simple overview of the UK merger regime and the CMA’s approach when reviewing mergers
- Mergers: guidance on the CMA’s jurisdiction and procedure , which provides a detailed explanation of the CMA’s jurisdiction and procedure for mergers
- Merger assessment guidelines, which provide a detailed explanation of how the CMA approaches the substantive assessment of mergers
The full range of merger information and guidance, including the adopted guidance from the OFT and CC, is available at the CMA’s merger guidance collection.
CMA’s register of orders and undertakings
You can find the CMA’s Register of mergers orders and undertakings. The OFT’s registers of undertakings and orders are at:
- EA02 undertakings register
- FTA undertakings register
- Register of orders and undertakings under the FTA
Merger publications and speeches
You can find more information on mergers on the OFT’s archived website and CMA pages.
CMA’s jurisdictional thresholds
The CMA has the power to review a transaction where both of the 2 thresholds are met:
- where 2 or more enterprises ceased to be distinct within the past 4 months, or will shortly cease to be distinct and
- the turnover or share of supply thresholds are met (that is, either a £70 million turnover generated by the target, or the merger will create a 25% combined share of supply in the UK or a substantial part of the UK)
Once you are clear whether your merger meets the jurisdictional threshold or not, you can better assess whether to notify your merger to the CMA:
- if your merger doesn’t meet these criteria you don’t need to make a notification to the CMA
- if your merger does meet these criteria you may still decide not to notify the CMA
- however, if your merger meets the thresholds and may raise competition concerns, you should consider carefully whether to notify the merger to the CMA or not
- you can find more information on these thresholds in A quick guide to UK merger assessment or, chapter 4 of Mergers: guidance on the CMA’s jurisdiction and procedure
A decision not to notify the CMA could result in risks to your merged business after the merger has been completed. The CMA may become aware of your merger as a result of its own market intelligence function, for example through a complaint from a customer or competitor.
Benefits and risks of your decision
Benefits of deciding to notify
There are 2 main benefits of getting the CMA’s approval before your merger goes ahead:
- it gives you legal certainty
- it can save you a lot of time and resource
Risks of deciding not to notify
If your merger is completed without the CMA’s approval, the CMA can investigate your merger after it has happened and it has a number of powers which it can use to:
- prevent the merged businesses from taking actions if it thinks that they might pre-empt its eventual decision
- order that pre-emptive action that has already taken place is reversed
- appoint a trustee at the businesses’ expense to ensure that pre-emptive actions aren’t taken or their effects are mitigated
- force the disposal of a business if the merger is prohibited
You can find more information on these powers in A quick guide to UK merger assessment or, in chapter 6 of Mergers: Guidance on the CMA’s jurisdiction and procedure.
Most mergers which are investigated by the CMA and those which qualify for a reference to phase 2 are subject to a fee, irrespective of whether a reference is made.
Fees vary according to the value of the UK turnover of the business being acquired.
|£40,000||Value of the UK turnover of the enterprises being acquired is £20 million or less|
|£80,000||Value of the UK turnover of the enterprises being acquired is over £20 million but not over £70 million|
|£120,000||Value of the UK turnover of the enterprises being acquired exceeds £70 million, but does not exceed £120 million|
|£160,000||Value of the UK turnover of the enterprises being acquired exceeds £120 million|
The fee is payable when the CMA makes its phase 1 merger decision. More information on merger fees (including exceptions and payment) can be found on the CMA’s Merger fees payment information page.
CMA’s merger inquiries process
The CMA can investigate a merger to make sure that the merger does not reduce competition and thus cause, for example, higher prices, reduced quality or reduced choice for consumers. The CMA has 2 phases for assessing mergers.
CMA phase 1 merger investigation
Phase 1 is an investigation to establish whether there is a realistic prospect that a qualifying merger will cause a substantial lessening of competition within 1 or more markets in the UK or part of it. If this is the case, then, subject to some exceptions explained in our guidance Mergers: guidance on the CMA’s jurisdiction and procedure, the CMA is under a duty to refer the merger for an in-depth phase 2 investigation.
Phase 2 investigation
In a phase 2 investigation the CMA conducts a more detailed analysis to determine whether your merger qualifies as a relevant merger and, if so, has resulted, or may be expected to result in a substantial lessening of competition. A phase 2 investigation normally takes up to 24 weeks, with a possible extension by up to 8 weeks. If the CMA decides that remedies are needed to remedy a substantial lessening of competition, it has up to 12 weeks to implement these remedies.
There are a number of potential outcomes for your merger after a phase 2 investigation:
- it is cleared
- it is cleared subject to conditions
- it is prohibited
Invitations to comment
The CMA invites comments from customers, suppliers, competitors and other interested third parties on prospective and completed merger cases during both phase 1 and phase 2 investigations. The merging businesses are advised of concerns and given an opportunity to respond to them. You can comment on any current merger investigation by sending an email to the case officer named in the CMA’s current merger cases.
Penalties for failure to comply with the CMA’s investigatory powers
There are penalties for both notifying parties and third parties who supply false or misleading information to the CMA.
Further guidance on the CMA’s approach to penalties is set out in Administrative Penalties: Statement of policy on the CMA’s approach.
The European Commission and the European Union merger regime
The European Commission (EC) will consider ‘concentrations with an EC dimension’. Those mergers that satisfy the EC’s jurisdictional thresholds must be notified to the EC prior to the merger being completed, although such mergers that have their main competitive effects in the UK may be referred back for investigation by the CMA. Further information on the EC merger regime is available at the EC commission website.
Who to contact in the mergers unit
For general enquiries, please contact:
Merger Support Team, firstname.lastname@example.org
Senior Director, Mergers
Colin Raftery, email@example.com – Tel: +44 (0)20 3738 6533
Joel Bamford, firstname.lastname@example.org – Tel: +44 (0)20 3738 6240
Andrew Wright, email@example.com – Tel: +44 (0)20 3738 6182
For enquiries relating to case allocation, please contact:
Faye Fullalove, firstname.lastname@example.org – Tel: +44 (0)20 3738 6673
For enquiries relating to mergers intelligence, please contact:
For enquiries relating to EU or international mergers, please contact:
Maria Duarte, email@example.com - Tel: +44 (0)20 3738 6572