Mergers - the CMA’s jurisdiction and procedure: CMA2

This guidance provides advice and general information to companies and their advisers on the procedures used by the Competition and Markets Authority (CMA) in operating the merger control regime set out in the Enterprise Act 2002, as amended. It also includes guidance on when the CMA will have jurisdiction to review mergers under the Act.Act. 

25 April 2024: Updated guidance published

TheThis revised guidance takesreflects effectthe onjurisdictional 25 April 2024 and willprocedural applychanges to allthe newmergers mergerregime casesmade fromby thatthe pointDigital onwards.Markets, ThisCompetition includesand allConsumers casesAct where2024 the(DMCCA24) Phasewhich 1commenced investigationon formally1 commencesJanuary after2025. 

2 25January April2025: 2024revised (includingguidance underpublished

The sectionsrevised 22,guidance 33,takes 44effect andon 611 ofJanuary the2025 Enterpriseand Actapplies 2002).

Forto all merger cases thatsubject areto ongoingthe onsubject 25to Aprilthe 2024transitional (whereprovisions in the relevantDigital PhaseMarkets, 1Competition investigationand wasConsumers formallyAct commenced2024 prior(Commencement toNo.1 25and AprilSavings 2024),and theTransitional 2022Provisions) guidelinesRegulations will2024 continue(SI to2024/1226) apply.summarised below. 

For more information, see the changesupdated to CMA mergers guidance (CMA2) consultation page..  

The following forms and templates arewill alsobe available:updated to reflect the relevant DMCC Act changes in due course: 

• template phase 2 remedies form 

• updated merger notice forms 

• updated template waiver 

Any merger that qualifies for reference for a phase 2 investigation is subject to a fee. This is irrespective of whether a reference is made. Further information on the fees and how to pay them are in the the merger fees information document.

Summary of transitional provisions

The parts of the 2025 revised guidance dealing with the DMCC Act changes related to jurisdiction, ie the increased turnover threshold (paragraphs 4.3, and 4.52 to 4.57), the share of supply test incorporating the new safe harbour threshold (paragraphs 4.58 to 4.71), and the new hybrid test (paragraphs 4.72 to 4.91) will apply to (i) completed mergers where completion took place on or after 1 January 2025 and (ii) anticipated mergers where the formal Phase 1 investigation (ie the start of the 40 working day initial period) commences on or after 1 January 2025. Chapter 4 of the April 2024 guidance will continue to apply to (i) completed cases where completion took place prior to 1 January 2025, (ii) anticipated cases where the formal Phase 1 investigation (ie the start of the 40 working day initial period) commenced prior to 1 January 2025. For the avoidance of doubt, Chapter 4 of the 2024 guidance will also apply to all cases referred to phase 2 prior to 1 January 2025.   

The parts of the 2025 revised guidance dealing with the new statutory phase 2 fast track process (paragraphs 7.13 to 7.26) will apply to mergers (excluding mergers of water enterprises and mergers of energy networks) where the formal Phase 1 investigation (ie start of the 40 working day initial period) commences on or after 1 January 2025. The administrative fast track process explained in the April 2024 guidance (paragraphs 7.14 to 7.17) will continue to apply to all cases where the formal Phase 1 investigation (ie the start of the 40 working day initial period) commenced prior to 1 January 2025.  

The parts of the 2025 revised guidance dealing with the extension of the phase 2 timetable by mutual agreement between the CMA and the merger parties (paragraph 11.70) will apply to mergers (including energy and public interest mergers) referred to Phase 2 on or after 1 January 2025. The extensions explained in the April 2024 guidance (paragraphs 11.69 and 11.70) will continue to apply to all cases referred to Phase 2 prior to 1 January 2025.  

The parts of the 2025 revised guidance dealing with penalties for supplying false or misleading information (paragraphs 9.34 to 9.37) will apply to cases where false or misleading information was provided in relation to a section 109 notice or a section 5 information request issued on or after 1 January 2025. The April 2024 guidance (paragraphs 9.12 and 9.18) will apply to false or misleading information provided in relation to a section 109 notice or a section 5 information request issued prior to 1 January 2025.  

The parts of the 2025 revised guidance dealing with penalties for breaches of section 109 notices (paragraphs 9.38 to 9.43) will apply in relation to section 109 notices issued on or after 1 January 2025. The April 2024 guidance (paragraphs 9.11, 9.19, and 11.22) will apply in relation to section 109 notices issued prior to 1 January 2025.