Phase 2 is highly likely in the Three / Vodafone Merger story. The CMA has nothing to lose at this stage.

Friday probably can’t come soon enough for the teams at Vodafone and Three. It’s the day when the CMA is due to announce if it thinks the proposed merger should go to phase 2.

My bets are a decision will come, and it will be to let it go through to phase 2. It’s a long process, probably running until the Autumn, and will be run by a second independent team, but it’s wholly worthwhile. I see no reason not to do the due diligence.

Phase 2 will get into the nitty gritty. Fundamentally, it will look at the market, the consumer interests and wider national infrastructure issues. Economic prospects will form part of it – jobs are always a thorny issue. I see that as an inevitable part and parcel of the market, and of course this deal, but I don’t think the CMA will say it’s a deal breaker.

Chinese ownership has also been cited as a barrier to merger, and parliament debated this on 14^th December 2023 (you can watch it here). It’s important to note that aspect is out of the hands of the CMA. Its remit is to look at competitive telecoms. The NPSA will have its say, I’m sure and it’s best we await their judgement.

I guess the big question is why now?

If like me, in your early working life you watched Vodafone emerge from above a curry house in Newbury, you’ll find this a fascinating tale of fortunes. How can the trailblazer be in a position to consider merging with the minnow?

Speaking on the record to both parties, the proposed deal is about scale. I have to agree that it is a necessity in the UK. The last few years have given birth to some hefty players. BT/EE and VMO2 are making returns, and Vodafone and Three will feel like they’ve been left in the cold.

For Three, the options are limited since the failed merger with O2. It needs this to work. Vodafone will argue it needs it too. But for different reasons – a merger is a steppingstone to acquisition (let’s not forget the 51.9% share it would have), and the share price needs revival.

A merger would stabilise market dynamics. But most importantly it will give the UK’s 5G infrastructure the capital boost it needs. £11bn is on the table and I’m doubtful consumers will be sold on the 5G dream until they experience it everywhere, every day. They certainly won’t pay any more for it until they realise more of the benefits the government wants for its UK ‘power-house’ credentials.

The real advantages for consumers and businesses will come from continuity of service and connectivity – promises associated to Digital Britain. With combined capital, RAN and spectrum sharing that a merger like this facilitates will give consumers better, faster mobile. That can and will drive market competition and challenges the network leadership of BT/EE. It all adds up to an enticing prospect for the government, which so desperately needs to prove UK ‘power-house’ credentials.

But for the CMA, it’s a case of weighing up whether stabilising the market today would eventually create a market imbalance tomorrow. Currently, VMO2 and BT/EE are benefitting from mobile and fibre bundling. A sticky proposition in a market that needs to retain customers to survive. Of course, these brands achieve it with their own infrastructure.

Sky, on the other hand, is performing extremely well in the market without the network overhead. Many forget this. But not Vodafone. It says Sky’s impressive customer base and market power is a cause for concern.

I’m not sold on this as an argument, but I do agree that Sky has logged some very impressive growth in a relatively short time.

There’s also the buoyant MVNO market, ready to snap at the heels of change. If phase 2 concludes in favour of a merger, then the publicity alone could prompt consumers to rethink their provider and look at the smaller more innovative brands. Add to this the teething problems all brands inevitably go through when they merge and consumers could be persuaded to leave either brand for a better deal, and better service, elsewhere.

That said, there’s also opportunity – I can see the likelihood that a merger would encourage more MVNOs to spring up. Largely, because there will be capacity to fill, and Vodafone will want to put the wounds of losing Virgin behind it and build credibility again. There could be some exciting deals to be done for any MVNO that wants to renegotiate terms or has intentions to start up. That’s another reason for the merger, as it could give rise to more equable MNVO shares across the market.

Overall, I’d say there’s more to rule in favour of the merger than against it. But of course, this is all pie in the sky until phase 2 concludes. And there will be firm warnings to anyone counting their chickens before they hatch. The CMA will follow a strict process and woe betide any party getting ahead of it.

As an outsider looking on, I’m prepared to sit on the fence for now. But if you really pressed me for an outcome, it will be that at the end of phase 2 the CMA waves the merger through.

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James Gray

Managing Director at Graystone Strategy

James has over 20 years of experience working in the telecoms and retail industries. He is an expert in subscription-based business models, CRM, direct and indirect channel management and major proposition development and launches. He has held a number of Marketing Director and Consumer Director roles.