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SLC meaning

What does SLC mean?
SLC (substantial lessening of competition) describes, in merger control, a material reduction in competitive rivalry that risks higher prices, lower quality or choice, reduced innovation or weaker service. It is the statutory test applied by the UK Competition and Markets Authority (CMA) under the Enterprise Act 2002 and by Ireland’s Competition and Consumer Protection Commission (CCPC) under the Competition Act 2002 (as amended by the 2014 Act). Usage is consistent across England & Wales, Scotland and Northern Ireland (UK-wide CMA jurisdiction) and broadly aligned in Ireland. In practice, the SLC test is forward‑looking and counterfactual: authorities define the relevant product and geographic markets and assess whether, compared with the competitive situation absent the merger, the deal would substantially lessen competition. Theories of harm include unilateral effects (loss of head‑to‑head rivalry), coordinated effects (increased risk of collusion), and vertical or conglomerate foreclosure. Entry/expansion, buyer power, efficiencies and failing‑firm arguments may mitigate risk. UK procedure: at Phase 1 the CMA asks whether there is a realistic prospect of an SLC; if so, it refers to Phase 2 unless undertakings in lieu are accepted. Remedies for an SLC typically involve prohibition or structural divestments. Note: market investigations use the “adverse effect on competition” test, and...
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View the related News about SLC

NEWS
UK and EU Competition Weekly: TTBEO consultation; CMA clears Boparan/ForFarmers; HMT growth-focused regulation; DMA actions against Alphabet, Apple interoperability; EU court rulings on antitrust and State aid

In this issue: UK mergers UK antitrust UK Competition policy EU antitrust EU State aid EU Digital Markets Act Daily and weekly news alerts New and updated content Caselex UK mergers CMA unconditionally clears Boparan/ForFarmers (Burston and Radstock mills) merger after phase 2 The CMA has published the final report from its phase 2 review of the proposed purchase by Boparan Private Office Limited, via 2 Agriculture Limited (2Agriculture), of ForFarmers UK Limited’s Burston and Radstock feed mills. ForFarmers is a European producer and distributor of animal feed, with its base in the Netherlands. 2Agriculture, part of the Boparan group, is among the UK’s largest poultry feed suppliers by production volume, directing output to Hook 2 Sisters, a Boparan-affiliated business, and to farmers on the open market. Confirming its provisional findings of 18 February 2025, the CMA concluded the deal is not expected to result in an SLC in local meat poultry feed supply,...

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NEWS
UK competition law update: CMA Phase 2 provisional SLC finding in Aramark/Entier offshore catering; no marine concerns; CAT refuses Meta appeal in Lovdahl Gormsen collective action (24 October 2025)

Mergers CMA issues interim report in Aramark/Entier merger in phase 2 investigation; provisionally finds competition concerns The CMA has published its interim report and interim report notice on the completed purchase by Aramark Limited (Aramark) of Entier Limited (Entier). Aramark is an international food and facilities management services supplier, based in Philadelphia, Pennsylvania, USA, and is listed on the New York Stock Exchange. Entier is a British catering firm with its head office in Westhill, Aberdeenshire. Aramark and Entier both deliver catering services to customers across the UK. They overlap in the provision of offshore catering and related facilities management services (OCS) to clients, including for assets located on the UK Continental Shelf (UKCS)...

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NEWS
UK competition law update: CMA provisionally finds SLC in GXO/Wincanton; CAT rejects Apple/Amazon CPO appeal; amended CPOs in MasterCard/Visa merchant service charge claims; upcoming dates

Mergers CMA issues interim report in GXO/Wincanton merger phase 2 investigation; provisionally finds competition concerns The CMA has published its interim report and interim notice on the completed takeover of Wincanton Plc (Wincanton) by GXO Logistics, Inc (GXO). GXO is the world’s largest contract logistics services company. Wincanton, a UK‑based business, also provides these services. Both organisations supply mainstream contract logistics services (CLS) to business customers in retail—such as groceries, fashion, and apparel—and in non‑retail—such as manufacturing and construction—sectors. In its phase 1 review, the CMA determined that the merger gives rise to a realistic prospect of an SLC, stemming from horizontal and unilateral effects in the provision of mainstream CLS across the UK...

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View the related Practice Notes about SLC

PRACTICE NOTES
UK CMA merger investigation: Clariant’s proposed acquisition of Kilfrost’s European aircraft and rail de-icing fluid business abandoned following provisional SLC findings (2015–2016)

CASE HUB ARCHIVED –this archived case hub reflects the position at the date of the abandonment of the transaction on 13 June 2016; it is no longer maintained. See further, timeline and commentary. Case facts Outline UK merger review of Clariant’s intended purchase of the Kilfrost Group’s European aircraft de-icing fluid and rail de-icing fluid business. The deal presented a horizontal overlap in the supply of aircraft de-/anti-icing fluids. Latest developments On 13 June 2016, the CMA stated the investigation was cancelled after the parties chose to abandon the deal. On 10 June 2016, the parties had announced their decision to withdraw following the CMA’s provisional findings and the expectation that the transaction would have been prohibited. Parties Clariant AG: a Swiss-based speciality chemicals company, headquartered near Basle, operating in 150 countries worldwide. Kilfrost plc: a UK-based firm in Newcastle specialising in heating and cooling products. The target business is Kilfrost’s European aircraft de-icing fluid and rail de-icing fluid operations. Kilfrost’s...

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PRACTICE NOTES
UK CMA Phase 2 unconditional clearance: Viasat/Inmarsat - no SLC in broadband in-flight connectivity for commercial and business aviation (9 May 2023)

CASE HUB ARCHIVED This archived case hub sets out the status as at the decision date of 9 May 2023; it is not being updated. See further, timeline. Case facts Outline of the UK merger investigation into the anticipated acquisition by Viasat, Inc. of Inmarsat Group Holdings Limited. The deal features horizontal overlaps in the supply of in-flight connectivity for aircraft. Latest developments On 9 May 2023, the CMA published its final report, granting unconditional approval. It found that although the firms are close competitors (notably in supplying wi-fi connectivity on board flights), the deal would not lessen competition for services on flights used by UK customers because: (i) the satellite industry is growing quickly and changing in response to rising demand for satellite connectivity, largely fuelled by ever-increasing internet use by businesses and consumers; and (ii) the merged firm would face cumulative constraints from other competitors, including several new operators entering or intending to enter the market and established players that are also investing...

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PRACTICE NOTES
UK CMA Adobe/Figma merger control: transaction abandoned; provisional SLC in all-in-one product design and vector/raster editing; phase 2 investigation cancelled 19 December 2023 (archived)

CASE HUB ARCHIVED This archived case hub captures the position as at the date the investigation was cancelled on 19 December 2023; it is now no longer being maintained or updated further at all. See further, timeline. Case facts Outline UK merger inquiry into the anticipated acquisition of Figma, Inc by Adobe Inc. The deal presents horizontal overlaps in relation to the provision of screen design software. Latest developments On 19 December 2023, the CMA formally cancelled its phase 2 probe after both parties chose to abandon entirely the proposed transaction. Parties Adobe Inc (Adobe): Adobe is a US business headquartered in San Jose. It is a major provider of creative design software. Such software is used to produce media assets including photos, illustrations, video, and animations. Various categories of creative design software include vector editing for logos, icons, etc; raster editing for photographs and other pixel-based image work; video editing involving assembly of video assets; and motion design for...

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