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Freshfields advises CK Hutchison on securing landmark CMA merger approval for Three UK and Vodafone UK
Freshfields is advising CK Hutchison Holdings (‘CK Hutchison’) on the merger control and foreign investment aspects of the combination of Three UK (its UK telecommunications business) and Vodafone UK. Vodafone Group will own 51% of the combined business and CK Hutchison will own 49%. On 9 May 2024, the UK Government announced it had cleared the transaction subject to certain conditions under the National Security and Investment Act.
The UK Competition and Markets Authority (‘CMA’) has today announced its decision approving the transaction, subject to the implementation of a remedy package which includes a network commitment to upgrade the merged company’s network across the UK, combined with short-term customer protections for retail and wholesale customers. The remedy package is a rare example of the CMA accepting “behavioural” remedies which will be overseen by Ofcom and the CMA.
The transaction will create the UK’s leading mobile telecommunications operator and will unlock major investment in UK mobile infrastructure, providing customers with better quality and more reliable experience. The CMA has recognised that the transaction, subject to legally binding commitments, “would boost competition between the mobile network operators in the long term, benefiting millions of people who rely on mobile services”.
The CMA’s decision follows 18 months of extensive engagement between the CMA and the Parties. The CMA will now seek final undertakings from CK Hutchison and Vodafone implementing the decision on remedies.
Freshfields has advised CK Hutchison from pre-signing negotiations and through an extended Phase 2 merger control review by the CMA to the successful decision today. The Freshfields team, based in London and Brussels, was led by partner James Aitken, supported by Thomas Wessely in Brussels and a core team of associates including Theo Souris, Koo Asakura, Tuna Tanik, Georgia Whelan, George Spittle, Rheya Shah, Alexandra Ivakhnik, Helena Christensen, Grace Kettle, Quentin Wu, Najwa El Kandoussi, Alberto Tassoni and senior transaction lawyer Roxana Botezatu. The Freshfields team worked closely with a team from Compass Lexecon led by Jorge Padilla, Thilo Klein and Paul Reynolds.
The CK Hutchison in-house legal team was led by Lorelei Fleming (General Counsel and Director of Competition & Regulation, Europe) and James Godden (Deputy Director of Competition & Regulation, Europe). The regulatory team at Three UK was led by Stephen Lerner (General Counsel & Regulatory Affairs Director, 3UK) and Luis Lopez Jimenez (Director of Economic Regulation, 3UK).
