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Jurisdiction(s):
United Kingdom
Key definition
SLC definition

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...

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UK merger control: CMA clears Celesio (Lloyds Pharmacy) acquisition of Sainsbury’s pharmacy business subject to 12 local divestments (2016)

Practice notes
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This archived case hub sets out the position as at the decision date of 29 July 2016 and is no longer updated. For more detail, see the timeline, commentary and related cases.

Case facts Outline

UK merger inquiry into the proposed acquisition by Celesio AG of Sainsbury’s Supermarkets Limited UK Pharmacy Business. The deal features horizontal overlaps in the retail pharmacy sector.

Latest developments

On 26 July 2016, the CMA issued its final report, clearing the merger subject to remedies. It found the transaction would be expected to cause an SLC in 12 local retail pharmacy markets where the parties are particularly close rivals, namely:

  • Beaconsfield
  • Bracknell
  • Cardiff
  • Christchurch
  • Kempston
  • Kidlington
  • Leeds
  • Liverpool
  • Luton
  • Reading (Calcot)/Theale
  • Sandy/Potton/Biggleswade
  • Warlingham

As remedies, Celesio must divest one Lloyds pharmacy in each area of concern to a CMA-approved buyer to sustain current competition; Celesio is not permitted to close these pharmacies...

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Web page updated on 27/05/2026

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