The UK Competition and Markets Authority (“CMA”) have blocked the proposed merger between J Sainsbury plc (“Sainsbury’s”) and Asda Group Ltd (“Asda”) on the grounds that it would lead to price rises for consumers online, in store and in relation to fuel. Below we look at the reasoning behind the CMA’s decision and what it means for businesses considering a possible merger and/or potential acquisition.

Market Share
In Kantar’s latest market analysis, Asda and Sainsbury’s are, respectively, the second and third largest grocery retailers in the UK with the latest market shares being:

  • Tesco – 27.4%
  • Asda - 15.4%
  • Sainsbury’s – 15.3%
  • Morrisons – 10.3%
  • Aldi – 8%
  • Co-op – 6.1%
  • Lidl – 5.6%
  • Waitrose – 5%
  • Iceland – 2.1%
  • Ocado – 1.3%

Sainsbury’s currently operates 1,428 stores, 314 petrol stations, an online grocery business and general merchandise as well as financial services. Asda operates 641 stores, 321 petrol stations, an online grocery business, general merchandise and financial services. Sainsbury’s and Walmart (the owner of Asda) announced the proposed merger in April 2018 whereby Sainsbury’s would receive 58% and Walmart/Asda would receive 42% respectively of shares when the two companies merged. The merger would have resulted in Sainsbury’s and Asda together having a larger market share than Tesco and the next competitor in the market only having 10% market share.

CMA Investigation
The CMA investigation reached Phase 2, meaning an in-depth investigation was required as the Phase 1 investigation (the initial fact finding stage) found there was a chance the merger would lead to the “substantial lessening of competition” in the retail supply of groceries, online delivered groceries and supply of fuel.

The CMA noted that competition for in-store groceries tends to take place locally, rather than nationally. If the merger were allowed to go ahead, the CMA expected price rises, a reduction in products available as well as a poorer shopping experience for the consumer. In over 125 locations, the CMA predicated that due to the merger the price of fuel would increase where both companies’ petrol stations were located nearby. The CMA therefore decided that the only effective way to remedy the lack of competition was to prohibit the proposed merger from proceeding.

When discussing the potential issues arising from the merger, the CMA considered the increase in competition from stores such as Aldi and how further competitors may affect the market. Although competition from “discount stores” is increasing, it does not dispel the threat to competition the merger between Asda and Sainsbury’s posed. The potential increase in prices is likely to have been the major factor given the competitive nature of the grocery industry within the UK and the high barriers for entry to such a market.

The CMA reviewed responses from Sainsbury’s and Asda’s competitors during the consultation period.

Response to the CMA
Before the CMA’s final decision was announced, both companies had offered to sell up to 150 stores to alleviate the competition concerns.

Sainsbury’s and Asda claimed the merger would save shoppers £1 billion within three years however critics said this was unprovable. Mike Coupe, Sainsbury’s chief executive stated that the reason behind the merger was to reduce the price of goods for consumers.

Since the merger was prohibited Sainsbury’s have fallen to third in the supermarket market analysis. The chief executive of Asda, Roger Burnley stated the merger would have been beneficial for customers and expressed their disappointment in the CMA’s findings.

Conclusion
The prohibition from the CMA highlights the necessity of businesses contemplating a merger and/or acquisition to consider their overall market share (both before and after the proposed transaction) as the CMA will not hesitate to reject a merger if it will lead to a significant reduction in competition in the UK.