In January, the Competition and Markets Authority (CMA) opened its investigation into Clayton, Dubilier & Rice Holdings LLC’s (CD&R) £7bn purchase of Wm Morrisons Supermarkets Ltd.

CD&R is the owner of the Motor Fuel Group (MFG), the largest independent operator of petrol stations in the United Kingdom, with 921 sites, while Morrisons, which is predominantly a groceries retailer, operates 339 petrol stations across England, Scotland and Wales. The CMA’s Phase 1 investigation focused on local areas where both businesses operated petrol stations.

Following its Phase 1 investigation, the CMA found that the deal raises competition concerns in relation to the supply of petrol and diesel road fuel in 121 local areas across England, Scotland and Wales – so could lead to higher prices for motorists in these locations.

In order to address these concerns, CD&R has now offered to divest 87 of MFG’s petrol stations to a purchaser or purchasers to be approved by the CMA.

The CMA is minded to accept these proposals, which appear to be suitable to restore the loss of competition brought about by the deal across each of the 121 local areas in which the concerns were identified. While the number of petrol stations CD&R is proposing to sell is lower than the number of areas in which concerns were identified, the sale of some petrol stations would address the concerns in multiple areas.

The CMA is now consulting on the proposals – known as undertakings – for the sale of these petrol stations. If the CMA accepts the proposals, the deal would be cleared to proceed.

Colin Raftery, Senior Director of Mergers, at the CMA, said:

The sale of these petrol stations will preserve competition and prevent motorists from losing out due to this deal, which is particularly important when prices have recently hit record highs.

If we conclude that the competition issues have been addressed following a consultation on CD&R’s offer, the deal will be cleared.

For more information, visit the CD&R / Morrisons merger inquiry page.

Notes to Editors

  1. The CMA is publishing a notice of consultation and the text of the Proposed Undertakings, alongside the text of the Phase 1 decision of 24 March 2022 and the decision of 7 April 2022 that the CMA is considering undertakings offered by CD&R. The CMA’s consultation is scheduled to run until 17 May 2022.
  2. On 24 March 2022, following a Phase 1 review, the CMA has found that CD&R’s acquisition of Morrisons gives rise to a realistic prospect of substantial lessening of competition (SLC) in relation to the retail supply of road fuel in 121 local areas across England, Scotland and Wales.
  3. The CMA served an initial enforcement order on 26 October 2021 requiring the companies to operate independently, as they did before the purchase, and the order remains in force. Details of the order can be found on the CD&R / Morrisons merger inquiry page.
  4. 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.

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    Petrol station proposals provisionally clear way for Morrisons deal

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