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Step 1: Check that your merger meets the legal criteria for us to investigate it

The CMA assesses how mergers could affect competition in the UK. We do not investigate all mergers 鈥� only those that meet certain legal criteria, which are explained in Mergers: how they are investigated.

Step 2: Decide whether you want to tell us or not

Merger notification in the UK is voluntary. This means that, even if your merger meets the legal criteria for an investigation, you do not have to tell the CMA about it.

However, if your merger meets the criteria and may raise competition concerns, there are benefits to telling us about it before it completes.

It can:

• give you more legal certainty
• save you time and resource

If you do not tell us about a merger and it鈥檚 completed without our approval, we can still investigate it after it has happened.

We can find out about a merger through our market monitoring team, known as the mergers intelligence committee. We have mergers intelligence staff who scan sources of information about mergers and present their findings to the committee. We do this to check for any mergers that we are not told about, which may qualify for investigation, and raise potential competition concerns.

Sources of information may include our own intelligence gathering, or complaints, for example from a customer or competitor.

The committee will decide which mergers that have not been formally notified should be investigated. It will also review some mergers that businesses have not already told the CMA about.

Step 3: Choose the most appropriate way to tell us about your merger

There are 2 main ways that you can tell the CMA about your merger:

• submit a briefing paper
• notify us formally

When to submit a briefing paper

Submit a briefing paper if you believe your merger either:

• does not meet the legal criteria for us to investigate it
• meets the legal criteria for investigation, but does not raise competition concerns in the UK

A briefing paper is appropriate and quicker for more straightforward mergers. It may be more appropriate to notify us instead if you think that we鈥檙e likely to need an investigation to understand how the merger could affect competition.

When to formally notify the CMA

You can choose to formally notify the CMA about your merger if you think that:

• it meets the legal criteria for us to investigate it
• we need an investigation to understand the impact of the merger on competition in the UK

Submit a briefing paper

You can send a briefing paper to the mergers intelligence committee to tell us about your merger. This should be a 5-page聽summary of the merger and how it could affect competition.

What to include in your briefing paper

The basics

Provide any important information about the merger, such as:

• the names of the merging businesses
• whether a whole business or only some of it is part of the merger
• when the merger agreement was signed
• whether the merger has already completed or not

Size and scope

Provide information on the size of the merging businesses in the UK, including their UK turnover in the most recent financial year.

Provide information about the products and services the merging businesses offer. Highlight areas where the products and services are similar or related (for example, if Business A鈥檚 product is used by Business B to manufacture another product).

Nature of competition

For each product or service you identify, explain whether competition takes place on a global, UK-wide or local basis.

Name any other businesses that the merging businesses compete with, and their approximate size in the UK.

What happens next

Once you鈥檝e sent your paper, the committee might ask you for more information. We typically do not send more than 2 rounds of questions before deciding whether to investigate.

If we decide not to open an investigation at this time, the committee will tell you that it has no further questions. It鈥檚 rare that we open an investigation once we have said that we have no further questions, but it may happen, for example, if we receive new information that suggests that the information in the briefing paper was materially incorrect.

If we decide to open an investigation, we will publish this on our website (along with our final decision).

We will not make it public that you contacted us.

Notify us formally

If you notify us about your merger, we鈥檒l start the first phase of a formal merger investigation once we鈥檝e decided that we have enough information. The fact that we are investigating (along with our final decision) will be published on our website.

Mergers: how they are investigated

To notify us formally, you need to:

1. submit a case team allocation form so we can allocate a case team to you, then
2. submit a merger notice, so we can start our assessment

Submit a case team allocation form

Use this form to allocate a CMA case team to your merger.

Email the completed form to mergers@cma.gov.uk

Case team allocation form

To complete the form, you鈥檒l need to know:

• the names and UK turnover of the merging businesses
• details of the merger, for example when it completed or will complete
• when you expect to submit the first draft of the merger notice to us

Once we鈥檝e received your form, we鈥檒l assign a case team to discuss your merger with you. The team can answer any questions you have on what information you should put in your draft merger notice.

Submit a draft merger notice聽

Use the merger notice to tell the CMA about your business and the markets in which you operate. We use this information to start assessing whether the merger may cause competition concerns. It also helps us to make evidence-based decisions.

Our merger notice form template sets out the questions that merging businesses need to answer. Either:

• use this template for your submission
• submit your own document, along with an annotated version of the template to show where you鈥檝e answered each question in your submission

Merger notice form

We need to know:

• about the merging businesses and the merger being notified to the CMA (questions 1 to 4)
• how the merger meets the legal criteria for the CMA to investigate it (questions 5 to 6)
• what documents have been received by board members or senior management of the merging businesses that discuss the rationale for the merger, or market conditions in areas where the merging businesses have similar or related products or services (questions 7 to 9)
• what might happen if the merger was not to go ahead 鈥� we call this the 鈥榗ounterfactual鈥� (question 10)
• the geographic areas and products or services where the merging business may offer similar or related products or services (questions 11 and 12)
• the market shares that the merging businesses have in markets where they sell similar or related products or services (question 13)
• the relationship between the merging businesses and how these relationships may affect competition (questions 14 to 19)
• any businesses that may start offering a product or service, or expand what they offer in the future to compete with the merged business (questions 20 to 22)
• how the merger may result in a more efficient business or benefits to customers (question 23)
• contact details for the merged business鈥� customers, competitors, trade associations, and any regulators in the merging businesses鈥� industry (questions 25 to 27)

Once you have submitted a draft merger notice, we may ask you more specific follow-up questions to gather more information. This way we can reach a complete merger notice and start our formal investigation, which we must finish within 40 working days.

Merging businesses can submit a joint merger notice. This may be appropriate if the merger has not completed yet, as the acquiring business is unlikely to have access to internal information about the business being acquired. The businesses鈥� legal advisers will help to handle any competitively sensitive information you need in a joint merger notice.

Sending documents to us

All documents submitted to the CMA must be in a readable and searchable format. Classify and index them using聽Annex 2 to the merger notice template.

Documents sent electronically must be:

• sent to us via email or secure file transfer
• in a format compatible with Microsoft Office programs, or as tagged PDFs

Do not group files into folders and sub-folders.

Give files a clear and succinct name. Do not include special characters. Number annexes starting from 001, 002 and so on (for example: 鈥淎nnex 001-Plan A鈥�, 鈥淎nnex 002-Plan B鈥�). The numbering must be sequential and not overlap with numbers allocated to other annexes.

Submit spreadsheets, charts and all other digital source data files in Microsoft Excel or another original format. If you submit spreadsheets (in hard copy or electronically) without the underlying formulae, we鈥檙e likely to ask you for them.

We can only receive 10MB of attachments in any one email. There is no size limit when using secure file transfer to send documents, but tell the case team if there are many of them.

Find more information

For more information about the CMA鈥檚 remit and processes, read our聽guidance on the CMA鈥檚 jurisdiction and procedure (CMA2).

For more information about our mergers intelligence, read our .

Find out more about paying fees for merger investigations.

Find our open and closed merger cases.

Contact us

For general enquiries, email the Merger Support Team: mergersupportteam@cma.gov.uk.

For enquiries about case allocation, email mergers.allocation@cma.gov.uk.听

For enquiries about mergers intelligence, email mergers.intelligence@cma.gov.uk.

Senior directors in the Mergers team

Naomi Burgoyne,聽naomi.burgoyne@cma.gov.uk, +44 (0)20 3738 6396

Sorcha O鈥機arroll,聽sorcha.ocarroll@cma.gov.uk, +44 (0)20 3738 6356