Notícias
Merger notice forms
Forms for businesses to use to notify the CMA of an anticipated or completed merger.
From: Competition and Markets Authority
Published31 March 2014Last updated25 April 2024 — See all updates Get emails about this page
Documents
Case Team Allocation Form
ODT, 432 KB
This file is in an OpenDocument format
Merger Notice Template (*)
PDF, 382 KB, 45 pages
Annex 1 to merger notice template: third party contact details
MS Excel Spreadsheet, 15.6 KB
This file may not be suitable for users of assistive technology.Request an accessible format.
Annex 2 to merger notice template: index of annexes and attachments to the merger notice
MS Excel Spreadsheet, 11.2 KB
This file may not be suitable for users of assistive technology.Request an accessible format.
Providing initial documents to the CMA
HTML
Details
(*) The CMA is consulting on updates to this template. Draft revised template and consultation can be found at Changes to CMA mergers guidance (CMA2)
If you decide to notify your merger, you should contact the Competition and Markets Authority by firstly completing the merger case team allocation request form.
The CMA will then discuss the information that should be provided in the merger notice form with you. You should then notify CMA by either:
- using the attached notice template or
- providing a submission in a written format, accompanied by an annotated version of the notice template noting where in the submission the questions have been addressed
Any merger which qualifies for reference for a phase 2 investigation is subject to a fee irrespective of whether a reference is made. Merger fees are payable to the CMA. Further information is available from How to notify the CMA of a merger.
Published 31 March 2014
Last updated 25 April 2024 + show all updates
Changes to CMA rules of procedure for merger, market and special reference groups (CMA17)
From: Competition and Markets Authority
Published21 March 2024Last updated25 April 2024 — See all updates Get emails about this page
This consultation has concluded
Detail of outcome
The CMA has published its updated rules of procedure for merger, market and special reference groups (CMA17).
Detail of feedback received
The Competition and Markets Authority (CMA) did not receive any submissions in response to the consultation.
The CMA has therefore adopted the rules of procedure for merger, market and special reference groups (CMA17) without further updates.
Original consultation
Summary
The CMA consulted on proposed updates to the CMA rules of procedure for merger, market and special reference groups (CMA17).
This consultation ran from
to
Consultation description
The Competition and Markets Authority (CMA) is consulting on proposed updates to the CMA rules of procedure for merger, market and special reference groups (CMA17).
The limited number of amendments reflect updates that are being proposed as part of the CMA’s consultation on changes to the phase 2 merger process (read consultation on updates to guidance on jurisdiction and procedure (CMA2) in relation to merger control), and other general amendments as highlighted in the consultation document.
The CMA is seeking the views of interested parties on the proposed amendments contained in the draft revised rules. Responses should be submitted by no later than Thursday 11 April 2024.
Personal data
When handling personal data (like your contact details), we comply with data protection law, as set out in the UK GDPR and the Data Protection Act 2018 and other law designed to protect sensitive information.
For more information about the CMA’s statutory functions, how the CMA processes personal data and your rights relating to that personal data (including your right to complain), please see the CMA’s Personal Information Charter.
Documents
Consultation document: draft revised CMA rules of procedure for merger, market and special reference groups (CMA17)
PDF, 205 KB, 11 pages
Draft revised CMA rules of procedure for merger, market and special reference groups (CMA17)
PDF, 299 KB, 19 pages
Phase 2 remedies form
Remedies form to be completed by merger parties for proposing remedies during a phase 2 merger inquiry.From:Competition and Markets AuthorityPublished25 April 2024Get emails about this page
Documents
Phase 2 remedies form
PDF, 153 KB, 10 pages
Details
This form specifies the information and documents to be submitted by the merger parties for the purpose of proposing remedies during a phase 2 merger inquiry.
Published 25 April 2024
Rules of procedure for merger, market and special reference groups: CMA17
Procedural rules for CMA panel member groups conducting phase 2 merger or market investigations or certain regulatory references or appeals.
From: Competition and Markets Authority
Published28 March 2014Last updated25 April 2024 — See all updates Get emails about this page
Documents
Rules of procedure for merger, market and special reference groups (2024 – revised rules)
PDF, 302 KB, 19 pages
Rules of procedure for merger, market and special reference groups (2014 version)
Ref: CMA17
PDF, 532 KB, 18 pages
Details
CMA17 sets out the Competition and Markets Authority’s (CMA) procedural rules for merger, market and special reference groups.
25 April 2024: Updated rules published
The revised rules take effect on 25 April 2024 and will apply to all cases where the Phase 1 investigation formally commences after 25 April 2024 (including under sections 22, 33, 44 and 61 of the Enterprise Act 2002) and which is subsequently referred to Phase 2 (a reference is made to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013). For all cases that are ongoing on 25 April 2024 (where the relevant Phase 1 investigation was formally commenced prior to 25 April 2024), the 2014 rules will continue to apply.
These rules have been revised to reflect changes to the phase 2 merger process.
For more information:
- Changes to CMA rules of procedure for merger, market and special reference groups (CMA17) consultation page
- Changes to CMA mergers guidance (CMA2) consultation page.
Published 28 March 2014
Last updated 25 April 2024 + show all updates
Changes to CMA mergers guidance (CMA2)
From: Competition and Markets Authority
Published20 November 2023Last updated25 April 2024 — See all updates Get emails about this page
This consultation has concluded
Detail of outcome
The CMA has published its updated guidance on jurisdiction and procedure (CMA2) in relation to merger control.
The CMA has also published:
Updated versions of these documents have been published to reflect changes to the phase 2 merger process and other aspects of the merger processes.
Feedback received
Summary of responses
PDF, 268 KB, 21 pages
Allen & Overy LLP
PDF, 179 KB, 5 pages
Competition Law Committee of the City of London Law Society
PDF, 155 KB, 4 pages
Euclid Law LLP
PDF, 229 KB, 5 pages
Eversheds LLP
PDF, 245 KB, 8 pages
Freshfields Bruckhaus Deringer LLP
PDF, 326 KB, 10 pages
Frontier Economics
PDF, 247 KB, 8 pages
Herbert Smith Freehills LLP
PDF, 212 KB, 6 pages
Linklaters LLP
PDF, 199 KB, 7 pages
Macfarlanes LLP
PDF, 113 KB, 3 pages
Meta
PDF, 59.2 KB, 1 page
Mills & Reeve LLP
PDF, 129 KB, 6 pages
Skadden, Arps, Slate, Meagher & Flom LLP
PDF, 154 KB, 3 pages
Slaughter and May
PDF, 184 KB, 9 pages
UK Finance
PDF, 262 KB, 6 pages
VirginMediaO2
PDF, 384 KB, 4 pages
Weil Gotshal & Manges LLP
PDF, 243 KB, 9 pages
Detail of feedback received
The CMA received 16 responses to the consultation.
Original consultation
Summary
The Competition and Markets Authority (CMA) consulted on proposed updates to its published guidance on its merger investigation process.
This consultation ran from
to
Consultation description
The CMA is consulting on updates to guidance on jurisdiction and procedure (CMA2) in relation to merger control.
This follows the recent call for information on phase 2 merger investigations, where the CMA invited interested parties to provide views on whether there are aspects of the phase 2 merger process that could work better for all parties.
The CMA has identified a number of ways in which the quality of engagement between it and the businesses involved in phase 2 merger investigations could be enhanced.
The CMA is also proposing to make a number of other updates to reflect changes to the CMA’s practice (across both phase 1 and phase 2), recent judgments of the Competition Appeal Tribunal, and legislative changes.
The nature of and the reasons for the proposed amendments are set out in the consultation document.
Further information can be found in our press notice: CMA sets out changes to Phase 2 merger processes
Personal data
When handling personal data (like your contact details), we comply with data protection law, as set out in the UK GDPR and the Data Protection Act 2018 and other law designed to protect sensitive information.
For more information about the CMA’s statutory functions, how the CMA processes personal data and your rights relating to that personal data (including your right to complain), please see the CMA’s Personal Information Charter.
Documents
Consultation document
PDF, 405 KB, 32 pages
Mergers: Draft Revised Guidance on the CMA’s jurisdiction and procedure (CMA2)
PDF, 1.26 MB, 161 pages
Draft Phase 2 Remedies Form
PDF, 149 KB, 10 pages
Draft Revised Merger Notice
PDF, 396 KB, 45 pages
Draft Revised Template Waiver
PDF, 80 KB, 2 pages
Consultation on new draft guidance on mergers: exceptions to the duty to refer
From: Competition and Markets Authority
Published20 November 2023Last updated25 April 2024 — See all updates Get emails about this page
This consultation has concluded
Download the full outcome
Exceptions to the duty to refer consultation document
PDF, 223 KB, 12 pages
Detail of outcome
25 April 2024: The guidance Mergers: Exception to the duty to refer in markets of insufficient importance (CMA64) has been updated. In particular, the CMA has updated its approach to the markets of insufficient importance (the ‘de minimis’ exception).
Feedback received
Herbert Smith Freehills LLP
PDF, 164 KB, 4 pages
Eversheds Sutherland
PDF, 245 KB, 8 pages
Allen & Overy LLP
PDF, 146 KB, 3 pages
Original consultation
Summary
The CMA is consulting on proposed updates to its published guidance relating to the application of the ‘de minimis’ exception.
This consultation ran from
to
Consultation description
The CMA is consulting on new draft guidance on exceptions to its duty to refer mergers raising competition concerns for an in-depth phase 2 investigation. The revised draft updates Chapter 2 (markets of insufficient importance) setting out the CMA’s approach to the ‘de minimis’ exception, with no changes made to the other chapters.
We encourage any interested parties to respond to the consultation in writing by no later than 5pm on 8 January 2024, by emailing deminimis.guidance@cma.gov.uk. You can also contact us with any queries using this email address.
For more information, visit the Mergers exceptions to the duty to refer and undertakings in lieu guidance page
Personal data
When handling personal data (like your contact details), we comply with data protection law, as set out in the UK GDPR and the Data Protection Act 2018 and other law designed to protect sensitive information.
For more information about the CMA’s statutory functions, how the CMA processes personal data and your rights relating to that personal data (including your right to complain), please see the CMA’s Personal Information Charter.
Documents
Exceptions to the duty to refer guidance
PDF, 279 KB, 18 pages
Exceptions to the duty to refer consultation document
PDF, 275 KB, 15 pages
Mergers – the CMA’s jurisdiction and procedure: CMA2
Guidance for businesses and their advisers on CMA’s procedures for operating the merger control regime under the Enterprise Act 2002.
From: Competition and Markets Authority
Published10 January 2014Last updated25 April 2024 — See all updates Get emails about this page
Documents
Mergers: Guidance on the CMA’s jurisdiction and procedure (2024 – revised guidance)
PDF, 1.32 MB, 162 pages
Mergers: Guidance on the CMA’s jurisdiction and procedure (2022 – revised guidance)
PDF, 1.05 MB, 140 pages
Details
This guidance provides advice and general information to companies and their advisers on the procedures used by the Competition and Markets Authority (CMA) in operating the merger control regime set out in the Enterprise Act 2002, as amended. It also includes guidance on when the CMA will have jurisdiction to review mergers under the Act.
25 April 2024: Updated guidance published
The revised guidance takes effect on 25 April 2024 and will apply to all new merger cases from that point onwards. This includes all cases where the Phase 1 investigation formally commences after 25 April 2024 (including under sections 22, 33, 44 and 61 of the Enterprise Act 2002).
For all cases that are ongoing on 25 April 2024 (where the relevant Phase 1 investigation was formally commenced prior to 25 April 2024), the 2022 guidelines will continue to apply.
For more information, see the changes to CMA mergers guidance (CMA2) consultation page.
The following forms and templates are also available:
Any merger that qualifies for reference for a phase 2 investigation is subject to a fee. This is irrespective of whether a reference is made. Further information on the fees and how to pay them are in the merger fees information document.
Mergers exceptions to the duty to refer and undertakings in lieu
How the CMA applies exceptions to the duty to refer in operating the merger control regime.From:Competition and Markets AuthorityPublished12 March 2014Last updated25 April 2024 — See all updatesGet emails about this page
Documents
Merger: Exceptions to the duty to refer (2024)
PDF, 297 KB, 17 pages
Mergers: Exceptions to the duty to refer (2018)
PDF, 360 KB, 26 pages
Details
25 April 2024: This guidance updates and replaces the previous version of the Mergers: Exceptions to the duty to refer (dated 13 December 2018). In particular, it updates the CMA’s approach to markets of insufficient importance (the ‘de minimis’ exception). The revised guidance takes effect upon the date of publication (25 April 2024) and will apply to all new merger cases from that point onwards. This includes all cases where a Phase 1 investigation has not formally commenced on 25 April 2024 (including under sections 22, 33, 44 and 61 of the Enterprise Act 2002). For all cases that are ongoing on 25 April 2024 (ie where the relevant Phase 1 investigation was formally commenced prior to 25 April 2024), the 2018 guidance will continue to apply.
New Phase 2 investigation process adopted by CMA
Revised process for Phase 2 investigations will apply to new merger cases opened from today.
From: Competition and Markets Authority Published25 April 2024
The Competition and Markets Authority (CMA) has implemented changes to the way it conducts in-depth Phase 2 merger investigations – with guidance published today setting out the new process.
Phase 2 investigations are led by an independent panel of experts. The updated guidance sets out the way the CMA and inquiry groups will conduct investigations under the new process, with changes which:
- streamline the start of the Phase 2 investigation – enabling an earlier focus on the key issues at stake in the case
- improve the opportunities provided for all businesses affected by a merger to engage with the CMA Inquiry Group overseeing the investigation
- incentivise merging parties to bring forward credible remedies to address concerns at the earliest possible stage.
The revised guidance is a result of extensive engagement last year with a broad range of stakeholders including businesses and their advisers on how to improve the CMA’s merger review practices and a public consultation on draft guidance that ended in January.
Respondents to the consultation welcomed the changes to the way Phase 2 investigations are conducted. Further revisions to clarify parts of the guidance were made by the CMA as a result of this feedback, which is set out in the summary of responses.
Joel Bamford, Executive Director for Mergers at the CMA, said:
The CMA’s phase 2 merger investigations have delivered great outcomes for businesses and consumers over the last decade, but we should always be prepared to listen to feedback and seek to improve our processes where we can.
Following an initial call for inputs we engaged extensively on our proposed changes to the way these in-depth investigations are conducted and have listened to the businesses and other stakeholders that responded. Having reviewed their feedback, I’m particularly pleased at the positive reaction to the new process.
New Phase 2 investigations using this process will allow for more agile decision-making, for example giving more scope for important discussions between the inquiry group and merging firms to take place sooner and to facilitate more engagement on remedies.
Martin Coleman, Chair of the Independent Panel of Experts, said:
My experience as a practitioner, and now as a CMA inquiry chair, has taught me that interaction between leaders of the merging businesses and CMA decision makers is vital to ensure robust decision-making and confidence in the system.
Our new process will facilitate early engagement with the merging businesses and allow for feedback as the process develops. There will be clear opportunities for the businesses to tell us in person why they believe the merger should be cleared and to discuss potential remedies at an early stage.
I hope that merging businesses will take the opportunities now offered for constructive engagement.
New Phase 1 cases opened by the CMA from today (25 April 2024) which are referred for an in-depth Phase 2 investigation will be run under the new Phase 2 process.
The CMA has also made changes to its guidance on exceptions to its duty to refer mergers for a Phase 2 investigation. The revised guidance updates the CMA’s approach to the ‘de minimis’ exception, including increasing the market size threshold beneath which it may decide not to refer a merger for in-depth review. Responses from the consultation were positive, and the changes will allow the CMA to focus resources on mergers that have the biggest impact on UK consumers and businesses.
The updated guidance documents relating to the new Phase 2 investigation process and the exceptions to the duty to refer have been published on the CMA’s website.
Notes to editors:
- The revisions to the Phase 2 investigation process are not statutory and do not change the legal framework of the Enterprise Act 2002. The major components of the CMA’s merger process, such as the use of independent panels to make final decisions at Phase 2, remain unaffected.
- Phase 2 mergers are investigated by groups drawn from an independent panel of experts who are not employees of the CMA.
- The CMA has updated its rules of procedure for merger, market and special reference groups (also known as CMA17). These rules have been revised to reflect changes to the phase 2 merger process.
- All media enquiries should be directed to the CMA press office by email on press@cma.gov.uk or by phone on 020 3738 6460.
Decisões
CADE
Ato de Concentração nº 08700.002420/2024-21
Requerentes: Macquarie Infrastructure and Real Assets Core Limited e Hydro REIN AS. Advogadas: Paula Camara e Beatriz Vergette. Decido pela aprovação sem restrições.
Comissão Europeia
COMMERZBANK IMMOBILIEN / ACH / ACI
Merger
Last decision date: 24.04.2024 Simplified procedure
EQUINOR / SHELL / TOTALENERGIES / JV
Merger
Last decision date: 24.04.2024 Simplified procedure
Ingressos no mês
CADE
Ato de concentração nº 08700.002544/2024-14
Marilan Alimentos S.A.
Top Cau Indústria e Comércio de Chocolates Ltda.
Edital: 24.04.2024
Ato de concentração nº 08700.002543/2024-61
Rio Energy Participações S.A.
Bom Jesus Investimentos Fotovoltaicos 02 Ltda.
Edital: 24.04.2024
Ato de concentração nº 08700.002545/2024-51
GWB Distribuidora de Veículos Ltda.
CB Autos Participações Ltda.
CB Auto Cross Comércio de Veículos Ltda
Edital: 24.04.2024
Ato de concentração nº 08700.002475/2024-31
Alcoa Corporation
Alumina Limited
Edital: 22.04.2024
Ato de concentração nº 08700.002406/2024-27
CCISA165 Incorporadora Ltda.
Gamaro Propriedades Ltda.
Edital: 19.04.2024
Ato de concentração nº 08700.002419/2024-04
NM JUNIOR PARTICIPAÇÕES S.A.
Gafisa S.A.
GAFISA 80 PARTICIPAÇÕES S.A.
Edital: 19.04.2024
Ato de concentração nº 08700.002309/2024-34
Cervejaria Petrópolis S.A – Em Recuperação Judicial
Imcopa – Importação, Exportação e Indústria de Óleos S.A. – Em Recuperação Judicial
Edital: 15.04.2024
Ato de concentração nº 08700.002378/2024-48
CIP S.A.
CERC SA
Edital: 16.04.2024
Ato de concentração nº 08700.002342/2024-64
Cencosud Brasil Atacado Ltda.
Makro Atacadista S.A.
Edital: 16.04.2024
Ato de concentração nº 08700.002307/2024-45
Plano Capivari Empreendimentos Imobiliários Ltda.
Tencasa Investimentos Imobiliários Ltda.
Edital: 15.04.2024
Ato de concentração nº 08700.002264/2024-06
VEOLIA SERVIÇOS AMBIENTAIS BRASIL LTDA.
RAC SANEAMENTO LTDA
Edital: 15.04.2024
Ato de concentração nº 08700.002265/2024-42
CSS United Aut Group Comércio de Veículos Ltda.
BCLV Comércio de Veículos S.A.
José Renato Polyceno Bernardes
Nova Sociedade Incorporações e Participações Ltda.
ABCTA Participações Ltda.
Guilherme Gonçalves Passalacqua
Roberto David Bittencourt Cury
BMMOT Comércio de Veículos Ltda.
Edital: 16.04.2024
Comissão Europeia
COMMERZBANK IMMOBILIEN / ACH / ACI
Merger
Last decision date: 24.04.2024 Simplified procedure
EQUINOR / SHELL / TOTALENERGIES / JV
Merger
Last decision date: 24.04.2024 Simplified procedure
GAMMA / KARL ROYER / RHO / HEKTAR MEDIA
Merger
Last decision date: none Simplified procedure
Ongoing
Investigation phase:1
ENBRIDGE / MPLX / ISQ / WPC
Merger
Last decision date: none Super simplified procedure
Ongoing
Investigation phase:1
STONEPEAK / ORSTED / OONA ENERGY
Merger
Last decision date: none Super simplified procedure
Ongoing
Investigation phase:1
ABU DHABI FUTURE ENERGY COMPANY / MUFG / TERRA-GEN POWER HOLDINGS II
Merger
Last decision date: none Super simplified procedure
Ongoing
Investigation phase:1
ARAMCO DIGITAL / LTIMINDTREE / JV
Merger
Last decision date: none Super simplified procedure
Ongoing
Investigation phase:1
CVC / EMMA / MAILSTEP
Merger
Last decision date: none Simplified procedure
Ongoing
Investigation phase:1
BRITANNIC STRATEGIES / GETEC ENERGIE
Merger
Last decision date: none Simplified procedure
Ongoing
Investigation phase:1
BP / ADNOC / JV
Merger
Last decision date: none Super simplified procedure
Ongoing
Investigation phase:1
BAYWA / NUFRI / NUBA BERRIES JV
Merger
Last decision date: none Simplified procedure
Ongoing
Investigation phase:1
MT AEROSPACE / EGI / JV
Merger
Last decision date: none Simplified procedure
Ongoing
Investigation phase:1
NEXANS / GRUPPO LTC
Merger
Last decision date: none
Ongoing
Investigation phase:1
GUNVOR / EVE / BBE
Merger
Last decision date: none Simplified procedure
Ongoing
Investigation phase:1
NIPPON STEEL / UNITED STATES STEEL
Merger
Last decision date: none Simplified procedure
Ongoing
Investigation phase:1
AGROFERT / EAST GRAIN GROUP
Merger
Last decision date: none Simplified procedure
Ongoing
Investigation phase:1
HAIER / CCR
Merger
Last decision date: none Simplified procedure
Ongoing
Investigation phase:1
HYDRO ENERGI / MIRACL / REIN JV
Merger
Last decision date: none Simplified procedure
Ongoing
Investigation phase:1
VOLVO / WESTPORT / JV
Merger
Last decision date: none Simplified procedure
Ongoing
Investigation phase:1
KKR / NETCO
Merger
Last decision date: none
Ongoing
Investigation phase:1