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[null,"Prepared By:","Contributors:"]
[null,"Arthur Cox","Lynsey Mallon"]
[null,null,"Jordan Taggart"]
[]
[]
["Lex Mundi Global Merger Notification Guide"]
[]
["Report Generated: 11/19/2025"]
[]
["View your report results on next tab"]

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["Question","Northern Ireland"]
["Lex Mundi Merger Notification"]
["Is there a regulatory regime applicable to mergers and similar transactions?","Yes. Whilst Northern Ireland is its own separate legal jurisdiction, the merger control regime is governed under the same legislation as the United Kingdom (\"\nUK\") through the \nEnterprise Act 2002 (\"\nEA 2002\"), as amended by the \nEnterprise and Regulatory Reform Act 2013 (\"\nERRA 2013\").\nThe merger control regime has been more recently amended by the \nDigital Markets, Competition and Consumers Act 2024 (“\nDMCCA 2024”). \n"]
["Identify the applicable national regulatory agency/agencies."," The Competition & Markets Authority (“ CMA ”) is the primary merger enforcement body in the UK, which examines both completed and anticipated mergers. Alongside the legislative regime, the CMA also publishes guidance on merger control procedures and thresholds.  \n The CMA conducts both the Phase 1 examination of mergers and the more detailed Phase 2 investigation and final determination. Certain CMA decisions can be appealed to the Competition Appeal Tribunal (“ CAT ”).    The Secretary of State may also intervene in merger cases that raise the following public interest considerations: \n \n national security – the National Security and Investment Act 2021 (“ NSI 2021 ”) empowers the Secretary of State for Business, Energy and Industrial Strategy to “call in” acquisitions of sensitive assets and entities for the purpose of undertaking a national security assessment (detailed at question 23); \n plurality and other considerations relating to the media and newspapers; \n capability to combat and mitigate the effects of public health emergencies; and \n stability of the UK financial system.    Note that the relevant Secretary of State can also intervene in a very limited number of cases on public interest grounds where the jurisdictional thresholds are not met. \n "]
["Is there a supranational regulatory agency (e.g., the European Commission) that has, or may have exclusive competence? If so, indicate."," Prior to Brexit and throughout the transition period, the European Commission (“the Commission ”) had exclusive competence in relation to mergers with a “Community dimension” (based on the parties’ turnover worldwide and within the EU ), including in relation to the UK market. As a result of Brexit, when the UK left the European Union (“EU”) on 31 December 2020, the CMA is no longer prohibited from investigating a merger that is being reviewed by the Commission.  \n Nevertheless, mergers with a Community dimension involving UK parties remain reviewable by the Commission, but the Commission no longer has exclusive jurisdiction. Mergers may therefore be subject to parallel investigation by both the CMA and the Commission. This can be outlined as follows: \n \n The Commission will retain its responsibility for merger proceedings initiated prior to 31 December 2020; and \n For cases not initiated by the Commission prior to 31 December, the CMA will no longer be prohibited from taking jurisdiction over the merger and UK national merger control law will apply in parallel with EU rules. \n \n It is worth noting that the result of these parallel investigations could potentially result in doubling the risk of fines; however, the most recent CMA guidance encourages cooperation between the two competition authorities. This was further cemented on the 20th of May when both the UK government and the Commission announced that they are in the process of ratifying an EU-UK Competition Cooperation Agreement . This agreement will set out clear principles of cooperation and ensure that important merger investigations are brought to each other’s attention. This, in turn, will result in fewer conflicts between jurisdictions and more predictability. This will be similar to the cooperation agreements that the EU has in place with other third-party national competition authorities such as the U.S., Japan, Canada, South Korea and Switzerland. "]
["Are there merger filing requirements? If so, where are they set out?"," Generally, no. \n The UK merger control regime is one of the few voluntary, non-suspensory filing regimes in the world. If a transaction meets one of the relevant thresholds in place (e.g. where the turnover of the acquired business exceeds £100 million or the merging companies will supply more than 25% of a particular good or service).  \n Nevertheless, the CMA has jurisdiction to investigate these transactions up to four months from when completion is made public and impose remedies in order to address any impact that such a merger may have on competition. \n The DMCCA , however, has recently introduced a mandatory and suspensory provision for a small selection of firms that hold a Strategic Market Status (“ SMS ”). The CMA will carry out an investigation if it meets the following jurisdiction requirements: \n \n The undertaking carries out a ‘digital activity’ such as the provision of a service by means of the internet; \n The digital activity is linked to the UK (for example, if the digital activity has a significant number of UK users \n meeting either turnover threshold:\n \n global turnover of £25 billion or; \n UK turnover of £1 billion. \n \n \n \n Once the jurisdiction requirements are met, the CMA will consider whether the substantive SMS conditions are met, particularly if it has: \n \n substantial entrenched market power; and \n a position of strategic significance. \n \n If the CMA investigates and designates the undertaking as an SMS , it will now be subject to a mandatory and suspensory regime. This regime will require the designated SMS undertaking to notify the CMA of any transaction that results in obtaining a ‘qualifying status’. "]
["What kinds of transactions are \"caught\" by the national rules? (Identify any notable exceptions.)"," A relevant merger situation arises when the following criteria are met:    Two or more enterprises cease to be distinct or will cease to be distinct as a result of being brought under common control or ownership. The EA 2002 distinguishes three levels of interest that amount to control: \n \n a controlling interest; \n de facto control; and \n material influence. \n \n The jurisdictional thresholds (as detailed below) are met; and \n Either the merger has not yet taken place, or it has taken place within the last four months, unless the merger took place, was not made public, and the CMA was not informed of it. \n In terms of the SMS mandatory and suspensory regime, the thresholds of transactions that would be notifiable to the CMA are as follows: \n \n Obtaining ‘qualifying status’ in a target that has a UK nexus. ‘Qualifying status’ means the SMS undertaking increases its percentage of shares or voting rights as follows:\n \n from less than 15% to 15% or more; \n from 25% or less to more than 25%; or \n from 50% or less to more than 50%. \n \n \n The consideration of the deal must be greater than £25,000,000. \n \n If these thresholds are met, the SMS undertakings must inform the CMA of the notifiable events before they take place. "]
["Is notification required for minority investments?","Notification is not required, but should a merger situation exist, even when a minority investment is made, the \nCMA may conduct an inquiry or the parties may provide notice under the voluntary regime.\n"]
["Are foreign-to-foreign transactions captured by the merger control regime, and is there a local effects test?","Yes. The \nEA 2002 states that an enforcement order may apply in foreign-to-foreign transactions if either of the companies is carrying on business in the UK (notwithstanding that the companies’ ‘center of gravity’ is elsewhere), including if they are in partnership with one or more others in the UK.\n"]
["What are the relevant thresholds for notification?"," There are three different thresholds: \n \n The acquired entity’s turnover exceeds £100,000,000; or \n The transaction results in the creation of, or an increase in, a 25% or more combined share of sales of purchases in (or in a substantial part of) the UK, of goods or services of a particular description.\n \n The DMCCA introduced a ‘safe harbour’ exception where if each party’s individual turnover is less the £10,000,00. \n \n \n If the merger has the following characteristics:\n \n One party holds 33% of the share of supply in the UK (or a substantial part of the UK); \n They have £350,000,000, and \n The other party concerned has a UK nexus.   \n \n \n \n However, the UK operates a voluntary notification procedure as detailed above.  \n As noted above, there is a mandatory and suspensory regime in effect for SMS designated acquirers. The thresholds have been outlined above. "]
["Is the filing voluntary or mandatory?","Notification is voluntary (save for acquisitions falling within the \nNSI Act as detailed below). However, where transactions meet the jurisdictional thresholds (detailed above), the \nCMA may open an investigation where it considers that there is a reasonable chance that the transaction gives rise to a realistic prospect of a substantial lessening of competition (“\nSLC”).\nThe decision not to notify the \nCMA in cases where a transaction raises substantive competition issues carries particular risks.\nIn relation to the \nSMS regime, the filing requirements are mandatory.\n"]
["Provide the time in which a filing must be made."," If companies decide to seek clearance from the CMA , there is a three-stage recommended process: \n \n Seek advice on a confidential basis prior to any announcement – this is typically an informal arrangement; \n The companies should then enter into pre-notification discussions and, as under the CMA ’s guidance, pre-notification contact should commence at least two weeks before the parties' intended date of notification. Although, in practice, it is advisable to allow for a longer period; \n The final stage is to provide official notification by filing a Merger Notice. \n \n SMS undertakings have a duty to inform the CMA of reportable events before they take place. The key point where the filing should be made is when the SMS acquirers become unconditionally obliged to acquire the shares or voting rights. "]
["Is there an automatic waiting period? If so, please specify.","No. The \nCMA can prevent further intervention and, in exceptional circumstances, can require that the merger arrangements revert to the previous state of affairs.\nIn relation to the \nSMS mandatory and suspensory regime, once the \nCMA finds the report to be sufficient, there is an automatic 5 working day waiting period. After this period, the acquirers can complete the transaction.\n"]
["What are the form and content of the initial filing?","Parties wishing to provide notification should contact the \nCMA by completing the Merger Case Team Allocation Request Form. \nThe \nCMA will then discuss the information that should be provided within the Merger Notice Form.  \nAfter this, an official notification can be made through the completion and submission of a Merger Notice to the \nCMA, which can either be in the standard template or in a format that has been agreed upon by the parties with the \nCMA. A merger must be in the public domain in order for a Merger Notice to be submitted.\nThe \nSMS mandatory and suspensory regime requires the submission of an “\nSMS Merger Reporting Notice”.\n"]
["Are filing fees required?"," Yes. Fees are payable in every case in which the CMA publishes either a reference decision or a decision not to make a reference at the end of Phase 1.  \n The fee will subsequently depend on the size of the target's UK turnover preceding the date of completion of the merger (for completed mergers) or the date of the clearance decision (for anticipated mergers): \n \n £40,000 where the target's UK turnover is below £20 million.  \n £80,000 where the target's UK turnover is £20 million to £70 million.  \n £120,000 where the target's UK turnover is £70 million to £120 million.  \n £160,000 where the target's UK turnover exceeds £120 million. \n \n There are limited exceptions to the filing fee, i.e., for small and medium-sized enterprises. "]
["Please provide an overview of the merger review process. Are there time limits within which the regulatory agency must act? Can they be shortened by the parties or be extended by the regulatory agency?"," The CMA review process can be divided into two stages – Phase 1 and Phase 2.  \n Phase 1 Investigations  \n Phase 1 consists of the initial review, of which the ERRA 2013 introduced a statutory time limit of 40 working days. This period starts on the first working day after the CMA confirms either (a) the Merger Notice is complete or (b) for an own-initiative investigation, it has received sufficient information to enable it to begin its investigation. Note that the 40 working day deadline is subject to extension in certain circumstances.    In the initial period the CMA will (i) engage in an information-gathering process and invite views from interested third parties; (ii) may also contact third parties directly; and (iii) carry out a substantive assessment of the proposed transaction, considering the information it gathered from publicly available sources, merger parties and third parties;  Between days 15 to 20: the CMA will hold a \"state of play\" discussion with the parties, typically over the phone;  Days 25 to 35: an issues meeting will be held in cases raising more complex or material competition issues. The CMA sends an issues letter prior to this meeting taking place;  By day 40: the CMA will make one of the following decisions – (i) an unconditional clearance; (ii) a clearance subject to legally binding undertakings; or (iii) a reference for a Phase 2 investigation.    Note that between Phase 1 and Phase 2, there can be a delay of up to two weeks.    Phase 2 Investigations \n For Phase 2 investigations, the CMA has a statutory period of 24 weeks to conduct its investigation and publish a report, although this may be extended by up to 8 weeks at the CMA ’s discretion. The investigation will include written submissions from the parties to the transaction (as well as interested third parties) as well as oral hearings with the parties to the transaction (including significant third parties).  \n The CMA will then decide if there is a relevant merger situation, before deciding if it may lead to SLC. The CMA must then make one of the three following decisions at the end of Phase 2: (a) unconditional clearance; (b) conditional clearance, subject to legally binding undertakings; or (c) prohibition. \n The DMCCA has introduced a fast-track reference mechanism. This allows parties who know that their merger will be subject to a Phase 2 investigation to request the CMA to fast-track their reference to Phase 2 at any point during the initial 40 days in Phase 1. This is useful if a merger is subject to tight constraints and it is clearly within the CMA’s jurisdiction for review. If proceeding via a fast-track reference, the CMA has the ability to extend the Phase 2 investigation up to a maximum of 11 weeks if it considers that there are special reasons to do so. \n SMS Mandatory and Suspensory Regime \n After a report is submitted, the following process is engaged: \n \n The CMA will review the report and make a decision to either accept or reject the report. \n If accepted, the automatic five working day waiting period comes into effect. \n At the end of the period, the  CMA will inform the SMS acquirers if: \n \n it has decided to open an investigation into the arrangement; \n it is continuing to assess the report; or \n if it has no further questions at this point. \n \n \n if they choose to open an investigation, they are seeking to determine if a reference to a Phase 2 Investigation is required. This is the same Phase 2 Investigation as outlined above. \n \n The merger review process for SMS acquisitions is the same as the voluntary process, with the only material difference being that SMS acquirers are under an obligation to report these transactions before they occur.  "]
["What is the substantive test for clearance?"," The substantive test is whether a merger has resulted, or may be expected to result in the SLC within a market or markets in the UK for goods or services. \n There are three main circumstances in which a merger may lead to the SLC :  \n \n Unilateral effects: may arise in situations concerning horizontal mergers in which a merger involves two competing firms and removes the rivalry between them, allowing the merged firm to profitably raise prices. \n Co-ordinated effects: these may arise in both a horizontal and non-horizontal merger where the merger increases or enables the ability for several firms within the market (including the merged firm) jointly to increase prices as it creates or strengthens the conditions under which they can coordinate. \n Vertical or conglomerate effects: these may arise principally in non-horizontal mergers where the merger strengthens or creates the ability of the merged firm to use its market power in at least one of the markets, thereby reducing rivalry. \n \n It must be noted that there is no requirement for the CMA 's assessment of competitive effects to be based on a highly specific description of a market definition. As such, the CMA may consider applying a simpler approach when defining the market. "]
["What decisions can the agency make in relation to a notified merger (e.g. approval, approval with conditions or prohibition)?","Three decisions may be reached from a Phase 1 assessment: (i) an unconditional clearance; (ii) a clearance subject to legally binding undertakings; or (iii) a reference for a Phase 2 investigation.\n\nCorrespondingly, one of three decisions can be made after a Phase 2 investigation: (i) unconditional clearance; (ii) conditional clearance subject to legally binding undertakings; or (iii) prohibition.\nIn the Phase 1 process, it is for the parties to submit undertakings; however, the \nCMA typically leads the Phase 2 process.\n"]
["Can parties proactively offer commitments to the agency to remedy identified competition concerns?"," Phase 1 \n As the CMA has no authority to impose remedial action on merger parties during Phase 1, the burden is on the parties to suggest suitable undertakings in lieu of (\" UIL s\") that address the competition concerns raised by the CMA . The CMA can propose amendments to the submitted UILs and where the CMA accepts that the UIL offer may be a suitable remedy, it will confirm this to the parties who made it and issue a public announcement to that effect.    Phase 2  \n In Phase 2, the CMA can accept undertakings as a condition for clearing a transaction. These are subject to negotiation and implemented only when the CMA has decided that the merger will result in (or may be expected to result in) the SLC . Undertakings of this nature can be split into two categories: \n \n Structural – e.g., divesting the part of the company where overlaps cause competition concerns; \n Behavioral – i.e., formal commitments in relation to future conduct. \n \n The CMA typically favors structural remedies, as behavioral undertakings are considered to be less likely to resolve any adverse effects as thoroughly and may create market distortion themselves. Regardless of the remedy applied, the CMA is under a statutory duty to keep any UIL s under review (as per the Fair Trading Act 1973 and the EA 2002 ). Consequently, it must therefore ascertain whether, by reason of any change of situation, undertakings are no longer adequate and should be varied, released or replaced. "]
["Describe the sanctions for not filing or filing an incorrect/incomplete notification.","There are no sanctions as notification is voluntary. As discussed, however, if a transaction meets the thresholds and the parties do not notify the \nCMA, it is entitled to open an investigation. This is subject to a limitation period of four months after the completion of the merger is made public.\nThe only exception to this is for \nSMS acquirers; failing to comply with reporting requirements can result in civil penalties being issued. If not reported as it did not meet the threshold tests, then the \nCMA requires the \nSMS undertaking to provide detailed explanations.\n"]
["Describe the penalties applicable to the implementation of a merger before clearance or of a prohibited merger.","A transaction can be completed before clearance has been obtained unless it has been referred for a Phase 2 investigation. The \nCMA can impose a fixed penalty (but not a daily penalty) for failure to comply with interim measures (e.g., an undertaking or order to suspend pre- or post-merger integration). The penalty is capped at 5% of the worldwide turnover of the enterprises owned or controlled by the person on whom the penalty is imposed.\n"]
["Can the agency review and/or challenge mergers that are not notifiable?","Yes. The \nCMA can review mergers where prior clearance has not been sought. The \nCMA has an obligation to monitor merger activity in a situation where an unnotified merger results in an \nSLC.\nIn relation to \nSMS acquirers, the \nCMA can request detailed explanations for not notifying.\n"]
["Describe the procedures if the agency wants to challenge an unnotified transaction.","The \nCMA’s intelligence function monitors all unnotified merger activity. If a merger has been completed without notification, the \nCMA can require the termination of the transaction or the cessation or rollback of any future integration. The \nCMA will investigate if it suspects it is within its jurisdiction and is subject to payable fees.\n"]
["Describe, briefly, your assessment of the regulatory agency's current attitudes/activities, including enforcement trends and recent developments."," The DMCCA came into force on 1 January 2025 and signalled a new approach from the CMA . As discussed earlier in the note, it greatly expanded the CMA ’s flexibility and powers by introducing wide-ranging amendments to the consumer and competition law regime by expanding the powers of the CMA , partly in response to the perceived under-enforcement in respect of acquisitions by the major digital platforms. With regard to the merger control regime specifically, some key changes include: \n \n New filing thresholds were introduced for pre-emptive acquisitions of nascent businesses, which will eliminate the need for an overlap between merging parties’ activities in the UK where one party has a high share of supply (at least 33%) and a substantial UK presence (turnover exceeding £350 million);  \n Higher jurisdictional thresholds - the turnover threshold has increased from £70 million to £100 million (save for media cases in order to protect the plurality of media, of which the threshold will remain at £70 million). \n Small businesses have been provided with an exemption from the CMA’s jurisdiction in deals in which each party has a turnover in the UK of less than £10 million (similarly, this will not apply to media mergers on the grounds of preserving plurality).  \n Greater flexibility to request a “fast-track” reference to Phase 2 in order to save time and effort in the Phase 1 stage where it is clear that an in-depth investigation is required. The merging parties and the CMA can also agree to extend the Phase 2 review without limit (an extension is currently limited to a maximum of 8 weeks);  \n Increased penalties for failing to respond to information requests or providing misleading information. Maximum fines for companies will be increased to 1% of annual worldwide turnover, with the possibility of additional fines of up to 5% of daily worldwide turnover.  \n \n In terms of attitude generally, the UK government provided a draft strategic steer in February 2025, where it outlined that the CMA must contribute to the UK government’s “overriding national priority” of economic growth. In particular, the UK government called upon the CMA ’s actions to be “swift, predictable, independent and proportionate”. \n The CMA has since then replied in kind by issuing a Mergers Charter (“ Charter ”) on 12 March 2025. In this Charter, the CMA committed that its reviews of mergers would be underpinned by four key themes: \n \n Pace – reaching sound decisions as quickly as possible; \n Predictability – boosting business and investor confidence; \n Proportionality – minimising the burden on businesses without compromising robust and quick outcomes; and \n Process – engaging constructively and meaningfully. \n \n These four key themes echo the UK government’s draft steer and call to action to the CMA . \n Furthermore, the CMA has recently closed an initial call for evidence on merger control remedies, which recently closed on 12 May 2025. The  CMA aims to launch a consultation on the proposals for reform to its approach to remedies in early autumn 2025. The end goal is to align CMA ’s approach to merger control remedies in line with the four key themes mentioned in the Charter . "]
["Other important/notable information:"," The CMA ’s merger control is solely concerned with impacts on competition. There is a separate regime for vetting deals based on concerns about national security, which is administered by the Department of Business and Trade.    This new regime for foreign investment was enacted under the National Security and Investment Act 2021 (\" NSI 2021 \") and introduced a mandatory form of notification. It empowers the Secretary of State for Business, Energy and Industrial Strategy to scrutinize and intervene in certain transactions for national security protection  \n Subject to certain criteria, there is a legal obligation to inform the government about acquisitions of certain entities within 17 sensitive areas of the economy (known as \"notifiable acquisitions\"). These include: \n \n Advanced Materials;  \n Advanced Robotics;  \n Artificial Intelligence;  \n Civil Nuclear;  \n Communications;  \n Computing Hardware;  \n Critical Suppliers to Government;  \n Cryptographic Authentication;  \n Data Infrastructure;  \n Defense;  \n Energy;  \n Military and Dual-Use;  \n Quantum Technologies;  \n Satellite and Space Technologies;  \n Suppliers to the Emergency Services;  \n Synthetic Biology; \n \n If an entity being acquired performs one of these 17 activities, it may be within the scope of the NSI 2021 . For transactions that are notifiable, notifying the Secretary of State is mandatory and failure to do so for a notifiable acquisition will mean that a transaction is void were it to have been completed without notice. Given that (i) clearance must be obtained before a “notifiable acquisition” may take place in these specified sectors; (ii) the government has powers to call in for a national security assessment acquisitions of control over qualifying entities; and (iii) it is the responsibility of the buyer in a transaction to make the notification, it is prudent to consider this regime in future acquisitions.  "]