GovWire

Why is the CMA investigating the Vodafone / Three potential merger?

The CMA investigates the impact of certain potential mergers and assesses how they could impact competition in the UK. This is to promote a fair and competitive environment, where businesses and the UK economy thrive, and consumers can be confident they are getting great choices and fair deals.

Competition can help to keep prices low, as well as provide an important incentive for businesses to improve their services.

What we have found so far

In its initial investigation (called a Phase 1 investigation) which began in January 2024, the CMA found that the merger, which combines 2 of the 4 mobile network operators in the UK, could lead to a substantial lessening of competition on the basis that mobile customers might face higher prices and a reduction in quality.

This meant that a more detailed (Phase 2) merger inquiry was required.

Provisional findings

On 13 September 2024, the CMA published provisional findings on the Phase 2 investigation.

The independent inquiry group has provisionally concluded that:

• the merger would lead to price increases for tens of millions of mobile customers, or see customers get a reduced service such as smaller data packages in their contracts
• there are concerns that higher bills or reduced services would significantly impact those customers least able to afford mobile services
• there are also significant concerns about the impact of the merger on the large number of consumers who might have to pay more for improvements in network quality that they dont value
• the deal could negatively impact wholesale telecoms customers such as Sky Mobile and Lebara which rely on the existing 4 network operators to provide their own mobile services
• the deal would affect these wholesale customers by reducing available network operators to just 3, likely meaning they are less able to secure competitive terms and offer the best deals to retail customers

At the same time, the merger could improve the quality of mobile services and bring forward the deployment of next generation 5G networks and services. However, the CMA considers that:

• the merger firm would not necessarily have the incentive to follow through on its proposed investment programme after the merger
• the CMA also has doubts as to whether those improvements, if delivered, would be as significant as claimed

As a result, the CMA has provisionally concluded that the deal is likely to lead to a substantial lessening of competition in the UK.

What happens next?

Its important to remember that these are provisional findings. The CMA will now publicly consult on its findings and explore potential solutions to its concerns before reaching a final decision by mid-December. The CMA has set out potential solutions to Vodafone and Three in a remedies notice.

These range from legally binding investment commitments overseen by the sector regulator and measures to protect both retail customers and customers in the wholesale market, to prohibiting the merger.

How merger investigations work

Merger investigations go through the following 6 key stages:

• Phase 1
• Phase 2
• Issues Statement
• Analysis of evidence
• Provisional findings
• Final report

Our Phase 1 investigation

The CMA first carries out an initial review of the merger to determine whether there is a realistic prospect of a substantial lessening of competition. This is known as our Phase 1 investigation.

If the CMA isnt concerned about the merger, it clears it. But if there are competition concerns that are not solved following its initial review, the CMA carries out a more in-depth investigation, known as Phase 2.

In this investigation, the CMA completed its Phase 1 investigation in March 2024.

Phase 2 investigation begins

At Phase 2, the CMA will build on the work at Phase 1 and gather more evidence from the merging businesses and others to investigate potential issues with competition that could arise as a result of the merger.

The CMA will meet with the businesses proposing to merge and their representatives on site to learn more about their business.

Every Phase 2 inquiry is run by an appointed inquiry group. This is an independent panel made up of 3 to 5 people with a range of business, finance, economic and legal experience. They are responsible for making the final decision on the case.

For Vodafone / Three, the CMA began a Phase 2 investigation in April 2024. The inquiry group was appointed at the same time.

Issues Statement published

The Issues Statement shows the focus of the Phase 2 investigation and sets out what are called theories of harm, which are the potential concerns being investigated.

At this point anyone, including members of the public, is invited to share their views with the CMA.

Analysis of evidence

After publishing the Issues Statement, the CMA continues gathering and reviewing evidence. Hearings are held with the main parties (and sometimes third parties) to ask questions about the evidence received and explore key issues.

If the inquiry group thinks the merger could have a negative impact on competition, it will also start thinking about potential solutions to those concerns (known as remedies).

Provisional findings

Once the inquiry group has a good understanding of the business of the organisations proposing to merge, and a strong evidence base, it will publish the provisional findings.

This document outlines the provisional decision on the merger.

If there are concerns, the inquiry group will also send the merging businesses its thoughts on possible solutions, in a document referred to as a remedies notice.

Final report

This includes the final decision on the merger, including whether the inquiry group believes it would harm competition for consumers or businesses in the UK.

• if the inquiry group finds no competition concerns, the merger can go ahead as planned
• if the inquiry group finds that the merger may be expected to result in a substantial lessening of competition, it will decide how its concerns should be remedied; for example, this can include selling part of the business, prohibiting the merger altogether, or requiring the companies to commit to take certain actions