Draft guidance on changes to UK merger thresholds

We have reviewed responses to the consultation and will publish the final version of the guidance when the statutory instruments to amend the thresholds come into force. In the meantime, if companies think that their merger may raise national security concerns (whether falling under the current or the amended thresholds), they should contact the Department for Business, Energy & Industrial Strategy NSIIReview@beis.gov.uk and the CMA mergers.intelligence@cma.gsi.gov.uk.

We are inviting views on the CMA’s draft guidance on changes to the jurisdictional thresholds for UK merger control.

The Government is proposing to amend the jurisdictional thresholds in section 23 of the Enterprise Act 2002 for changes in control over enterprises active in three defined sectors. The purpose of these changes is to ensure that the Government can intervene in mergers in those sectors which might give rise to national security implications.

The amended thresholds also apply to the assessment of whether the CMA has jurisdiction to review such mergers on competition grounds. The guidance is therefore intended to provide guidance on the circumstances in which merging parties may wish to notify mergers falling within the amended thresholds to the CMA for a competition assessment.

This guidance will supplement Mergers: Guidance on the CMA’s Jurisdiction and Procedure (CMA2), which provides further information on the CMA’s merger procedures.

It should be read in conjunction with the guidance issued by the Department for Business, Energy & Industrial Strategy entitled Enterprise Act 2002: Changes to the turnover and share of supply tests for Mergers, and the Statutory Instrument: The Enterprise Act 2002 (Share of Supply Test) (Amendment) Order 2018 and its Explanatory Memorandum, which were laid before parliament on 15 March 2018. Subject to Parliamentary approval being obtained for that instrument, a second statutory instrument will be laid to make the proposed amendments to the turnover test.