Digital Markets, Competition and Consumers Act 2024

2 (1) Section 23 (relevant merger situations) is amended as follows. U.K.

(2) In subsection (1), in paragraph (b), for “£70 million” substitute “£100 million”.

(3) In subsection (2)—

(a) omit the “and” at the end of paragraph (a);

(b) at the end insert “; and

(c) the value of the turnover in the United Kingdom of—

(i) the enterprise being taken over, or

(ii) any other enterprise concerned,

exceeds £10 million.”

(4) Before subsection (3) insert—

“(2B) For the purposes of subsection (2)(c)(ii), any turnover of any other enterprise concerned that is also turnover of the enterprise being taken over is to be ignored.”

(5) Before subsection (5) insert—

“(4C) For the purposes of this Part, a relevant merger situation has also been created if—

(a) two or more enterprises have ceased to be distinct enterprises at a time or in circumstances falling within section 24; and

(b) each of the conditions mentioned in subsections (4D) to (4F) is satisfied.

(4D) The condition mentioned in this subsection is that, were it not for the enterprises concerned ceasing to be distinct enterprises, in relation to the supply of goods or services of any description, at least 33 per cent of all the goods or (as the case may be) services of that description which are supplied in the United Kingdom, or in a substantial part of the United Kingdom, would be supplied—

(a) by the person or persons by whom one of the enterprises concerned (“E”) would be carried on, or

(b) to that person or those persons,

in connection with E or any other enterprise concerned with which E is under common ownership or common control.

(4E) The condition mentioned in this subsection is that the total value of the turnover in the United Kingdom of E exceeds £350 million.

(4F) The condition mentioned in this subsection is that, were it not for the enterprises concerned ceasing to be distinct enterprises, an enterprise within subsection (4G) would satisfy one or more of the following additional conditions—

(a) the enterprise would be carried on by a body of persons corporate or unincorporate formed or recognised under the law of any part of the United Kingdom;

(b) the activities, or part of the activities, of the enterprise would be carried on in the United Kingdom;

(c) the person, or persons, by whom the enterprise would be carried on supply goods or services to a person or persons in the United Kingdom in connection with the enterprise.

(4G) The following enterprises are within this subsection—

(a) any enterprise concerned other than—

(i) E, or

(ii) any other enterprise with which E is under common ownership or common control;

(b) any enterprise concerned that, as a result of the enterprises concerned ceasing to be distinct enterprises, a person or group of persons may be treated as having brought under their control by virtue of section 26(4).”

(6) In subsection (5), after “(4)” insert “, or of 33 per cent mentioned in subsection (4D),”.

(7) In subsection (6), for “and (4)” substitute “, (4), (4D) and (4F)(c)”.

Commencement Information

I1 Sch. 4 para. 2 not in force at Royal Assent, see s. 339(1)

I2 Sch. 4 para. 2 in force at 1.1.2025 by S.I. 2024/1226, regs. 1(2), 2(1)(10) (with Sch. paras. 5(1), 20)