RedBird IMI / Telegraph Media Group merger inquiry
The CMA is investigating the anticipated acquisition by RedBird IMI of Telegraph Media Group.
CMA reports to the Secretary of State for Culture, Media and Sport
11 March 2024: The CMA has delivered its reports on jurisdictional and competition matters to the Secretary of State.
Any decision on whether the transaction operates, or may be expected to operate, against the public interest will be taken by the Secretary of State.
Invitation to comment: closes 19 February 2024
5 February 2024: On 23 January 2024, the Acquirers, including subsidiaries of RedBird and IMI, entered into a partnership agreement to change the corporate structure of the proposed acquiring entity of the Telegraph Media Group. Following the restructure, Redbird IMI Media Joint Venture, LLC is no longer part of the corporate structure of the proposed acquisition. Instead, RB IMI AIV Limited Partnership will acquire control of Telegraph Media Group. The Secretary of State announced on 26 January 2024 her decision to issue a PIIN.
The CMA is considering whether it is, or may be the case, that these transactions will result in the creation of a relevant merger situation under the merger provisions of the Enterprise Act 2002 and, if so, whether the creation of that situation may be expected to result in a substantial lessening of competition within the United Kingdom for goods or services.
To assist it with this assessment, the CMA invites comments on the transaction from any interested party.
These comments should be provided by the deadline set out above.
Public interest intervention notice
26 January 2024: Intervention notice given pursuant to section 42 of the Enterprise Act 2002 (the Act) in relation to the proposed acquisition of Telegraph Media Group Limited, Telegraph Media Group Holdings Limited or the business or assets (including any shares in subsidiary undertakings) of Telegraph Media Group Limited or Telegraph Media Group Holdings Limited (the Target) by RB Investco Limited, and/or any of its parent undertakings, subsidiary undertakings, or interconnected undertakings (including without limitation RB IMI AIV Limited Partnership), or any of its assignees, transferees or successors in title (the Acquirers).
On 23 January 2024, the Acquirers, including subsidiaries of RedBird and IMI, entered into a partnership agreement to change the corporate structure of the proposed acquiring entity of the Telegraph Media Group. On 24 January 2024, the Secretary of State wrote to representatives of the Acquirers and to the seller Penultimate Investment Holdings to inform them that the Secretary of State was minded to issue a new Public Interest Intervention Notice (PIIN).
Having considered the representations provided in response to her “minded to” letter, the Secretary of State announced on 26 January 2024 her decision to issue a PIIN based on the following public interest considerations under section 58 of the Act:
- The need for (a) accurate presentation of news; and (b) free expression of opinion; in newspapers (section 2A).
This PIIN triggers the requirement for the Competition and Markets Authority (CMA) to report to the Secretary of State on jurisdictional and competition matters, and for Ofcom to report on the media public interest considerations in section 58 of the Act set out above.
Both the CMA and Ofcom are required to report back to the Secretary of State by 9am on 11 March 2024.
Public interest intervention notice and invitation to comment
30 November 2023: Intervention notice given pursuant to section 42 of the Act in relation to the proposed loan repayment agreement, including an equity option, by Redbird IMI for Telegraph Media Group.
On 22 November 2023, the Secretary of State wrote to Redbird IMI, Ultimate Investment Holdings Limited and Bank of Scotland to inform them that the Secretary of State was minded to issue a PIIN on the basis that she had concerns that there may be public interest considerations, as set out in the Act.
Having considered the representations provided in response to her “minded to” letter, the Secretary of State announced on 30 November 2023 her decision to issue a PIIN based on the following public interest considerations under section 58 of the Act:
- the need for (a) accurate presentation of news; and (b) free expression of opinion; in newspapers (section 2A)
This PIIN triggers the requirement for the Competition and Markets Authority (CMA) to report to the Secretary of State on jurisdictional and competition matters, and for Ofcom to report on the media public interest considerations in section 58 of the Act set out above.
On 26 January 2024, the Secretary of State extended the deadline by when the CMA’s and Ofcom’s reports must be provided. Both the CMA and Ofcom are required to report back to the Secretary of State by 9am on 11 March 2024.
Secretary of State for Culture, Media and Sport – Minded to Notice
On 22 November 2023, the Secretary of State for Culture, Media and Sport, announced she was “minded to” issue a public intervention notice regarding the proposed loan repayment agreement for Telegraph Media Group.
CMA investigation
Statutory timetable
| Phase 1 | Action |
| 5 February to 19 February 2024 | Invitation to comment (CMA competition assessment) |
| 11 March 2024 | Deadline to deliver reports to Secretary of State for Culture, Media and Sport |
| 30 November 2023 to 14 December 2023 | Invitation to comment (CMA competition assessment) |
Contact
Please send written representations about any competition or public interest to:
Updates to this page
Last updated 11 March 2024 + show all updates
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CMA reports to the Secretary of State for Culture, Media and Sport published.
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Invitation to comment published
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Public interest intervention notice published
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First published.