Government Security Review Clears Vodafone and Three UK Merger

The Government has concluded its national security probe of the proposed mobile mega-merger between Vodafone and Three UK (CK Hutchison) – conducted under the National Security and Investment Act 2021 – and decided to approve the deal, albeit with some relatively minor caveats.

The issue of national security is one that has come up a few times before, with some MPs being particularly concerned about CKH’s perceived ties to China and any potential risks of access to sensitive national infrastructure or government contracts (here). The concerns are relevant because the government has been trying to avoid scenarios in which countries like China secure key positions in critical national infrastructure, such as telecoms.

NOTE: The merger, if approved, would see Vodafone retain a 51% slice of the business and CK Hutchison (Three UK) hold 49%. But there’s talk of diluting the Chinese share over time.

On the flip side, CKH may well point out that they already control some UK ports and power networks, although telecoms is generally considered to be a much more sensitive topic. All of this will have been considered under the recent review. But as widely expected, the government has now concluded this process and approved the merger.

However, the Secretary of State has required the parties to introduce several measures in order to “mitigate any risks to national security“, which we’ve summarised below.

Conditions of the Gov’s NSIA Approval

➤ Establish a National Security Committee within MergeCo to oversee sensitive work that Vodafone and Mergeco undertake which has an impact on or is in respect of the national security of the United Kingdom. This committee will be required to provide regular updates and information to HM Government;

➤ Establish a technical group within the National Security Committee which will monitor a specified list of topics relating to cyber, physical and personnel security. This committee will be required to provide regular updates and information to HM Government;

➤ Ensure that MergeCo’s network migration planning is subject to review by an external, Government-approved auditor; and

➤ Put in place specified arrangements for the governance of MergeCo.

The outcome is largely what we predicted it would be in February 2024 (here) and won’t pose any further impediment to the deal’s progress. But this will also have no impact on the main event – the ongoing investigation by the Competition and Markets Authority (CMA), which has already signalled significant competition concerns and questioned the data provided by both operators (here).

Getting the deal past the CMA seems likely to result in a requirement for significant concessions, which may or may not be palatable enough for the merger to proceed – assuming they don’t block it outright.

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