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Guidance: Mergers: How to notify the CMA of a merger

Competition Markets Authority

November 12
15:18 2024

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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.

Merger notification

Merger notification in the UK is voluntary. This means that:

  • there is no requirement to notify mergers to the CMA. However, there can be significant benefits to merger parties notifying a merger where 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.

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.

Detailed information

Merger guidance

You can find more information in:

The full range of merger information and guidance, including the adopted guidance from the OFT and CC, is available at the CMAs merger guidance collection.

CMAs register of orders and undertakings

You can find the CMAs Register of mergers orders and undertakings.

The OFTs registers of undertakings and orders are at:

Merger legislation

The CMAs merger powers were created by the Enterprise Act 2002 and the Enterprise and Regulatory Reform Act 2013.

Previous merger decisions

Published CMA merger decisions are available on the CMAs website. Merger cases undertaken by the CMAs predecessor organisations may be found on the archived OFT and CC websites.

CMAs 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)

The Secretary of State may also, under specified conditions, require the CMA to investigate mergers that have public interest implications and to advise on the considerations relevant to making a phase 2 reference.

You can find more information on these thresholds in Mergers: guidance on the CMAs jurisdiction and procedure.

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 doesnt meet these criteria you dont 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

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 CMAs 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 CMAs 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 arent 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 Mergers: Guidance on the CMAs jurisdiction and procedure.

Merger fees

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.

Fee Charge Band
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 m

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