Digital Markets, Competition and Consumers Act 2024

57 Duty to report possible mergers etc

(1) A relevant person (in this Chapter, “P”) must report an event to which subsection (2) or (3) applies (a “reportable event”) to the CMA before the event takes place.

(2) This subsection applies to an event where—

(a) the event results in P having qualifying status (see section 58) in respect of shares or voting rights in relation to a UK-connected body corporate, and

(b) the value of all consideration (see section 59) provided by P, whether before or as part of the event, for shares or voting rights in the UK-connected body corporate is at least £25 million.

(3) This subsection applies to an event which consists of the formation by P and at least one other person of a body corporate (in this Chapter, a “joint venture vehicle”) where—

(a) P expects or intends that the joint venture vehicle will be a UK-connected body corporate,

(b) P has qualifying status in respect of shares or voting rights in relation to the joint venture vehicle, and

(c) the total value of—

(i) all capital and assets contributed by P to the joint venture vehicle when it is formed, and

(ii) all other consideration provided by P, whether directly or indirectly, in relation to the formation of the joint venture vehicle,

is at least £25 million.

(4) In this Chapter, “relevant person” means—

(a) a designated undertaking, or

(b) where a designated undertaking is part of a group, any member of that group.

(5) In this Chapter, a “UK-connected body corporate” is any body corporate (wherever established or recognised) which—

(a) carries on activities in the United Kingdom, or

(b) supplies goods or services (whether for consideration or otherwise) to a person or persons in the United Kingdom.

(6) For the purposes of subsection (5), anything done by a subsidiary of a body corporate is to be treated as being done by the body corporate.

(7) The reference in subsection (3) to an “other person” is to a person who is not—

(a) the designated undertaking or part of the designated undertaking, or

(b) where the designated undertaking is part of a group, a member of that group.

(8) The duty to report an event under subsection (1) is subject to provision made by or under regulations under section 67.

(9) For steps that the CMA may take in relation to a possible merger, see—

(a) section 33 of EA 2002 (duty to make references in relation to anticipated mergers), and

(b) section 72 of that Act (initial enforcement orders).