Mergers - procedures

Back to top

Invitations to comment

The OFT invites comments from interested third parties - customers, suppliers and/or competitors - on prospective and completed merger cases. Their views may be of value in assessing the degree of substitutability between different products or services and therefore in defining the relevant market. In addition, the OFT seeks to estimate the degree of buyer power exercised by major customers, which may act as a restraint on any market power resulting from the merger.

Competitors as well as customers may be asked for their opinions on such matters as the degree of substitutability between their products and those of the merged company, and whether they believe that the merged company might behave anti-competitively. When there are adverse views, the parties proposing the merger are normally told of the nature of the concerns expressed (but not the identity of the persons involved) and they are given the opportunity to respond to them.

Written representations about any competition or public interest implications should be sent to the named case officer at the Mergers Branch, 9th Floor, Office of Fair Trading, Fleetbank House, London, EC4Y 8JX. Fax 020 7211 8916.

Back to top

Decisions

These pages detail merger cases that have been decided under the merger provisions of the Enterprise Act 2002, which came into force on 20 June 2003.

Cases are listed by the date on which the decision was announced and enable you to link to the text of the OFT's decision. Where appropriate, you will be able to link to announcements made by the Secretary of State for Trade and Industry and the Competition Commission. If you are not sure of the date that a particular decision was made, please use the search facility and enter the name of one of the companies involved.

Decisions will fall into one of four categories:

• that a merger is not a relevant merger situation
• that the merger is not being referred to the Competition Commission
• that undertakings in lieu of a reference have been accepted by the OFT, or
• that the merger is being referred to the Competition Commission.

Back to top

Decision announcements

From the beginning of October 2005, the OFT moved to the following system of advance warning for merging parties.

Notifying parties will be contacted one hour before the public announcement of the decision, and will be advised of the timing and the nature of the decision. In those cases where a press release is issued, this will be sent to the parties at the same time. In every case an email/fax will be sent that lays out the terms on which the price sensitive information is being provided. The UK Listing Authority has been consulted and sees no problems with the planned approach.

The OFT is very sensitive to the protection of price-sensitive information.  Hopefully it will not happen but, should there be any difficulty with handling of this information, the current view is that the OFT would need to revert immediately to the current situation (ie, five minutes' notice of the fact of an announcement).

Back to top

Undertakings in lieu of reference

Where the OFT has decided that a merger should be referred to the Competition Commission, specifying the adverse effects of the merger, it may accept undertakings, intended to remedy those adverse effects, as an alternative to reference. The OFT will generally consult on the terms of the appropriate undertakings. The final version of the undertakings in lieu accepted by the OFT can be found in the Enterprise Act Register of undertakings and orders.

In public interest cases the Secretary of State will make the decision on the case and will consider whether undertakings in lieu of a reference are justified. Where the Secretary of State has accepted undertakings in lieu the final versions can also be found in the Enterprise Act Register of undertakings and orders.  

Back to: Legislation, guidelines, publications, speeches and templates