Merger between Hutchison 3G UK Holdings Limited and Vodafone Limited: notice of final order
Published 9 May 2024
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1. Following a detailed national security assessment, the Secretary of State has made a Final Order pursuant to section 26 of the National Security and Investment Act 2021 (“the Act”), which comes into force on 9 May 2024.
2. The Parties subject to the order, are:
i. Vodafone International Operations Limited; and
ii. Brilliant Design Limited (indirectly wholly-owned by CK Hutchison Holdings Limited);
together with any subsidiary, controlled entity or affiliate of either of them.
3. The Parties announced a proposed Joint Venture for a merger between Hutchison 3G UK Holdings Limited and Vodafone Limited (“the transaction”). The Transaction constitutes a trigger event under section 8(8) of the Act.
4. The Secretary of State has approved the proposed Joint Venture, subject to certain conditions. The transaction may go ahead subject to the condition that the Parties:
a. establish a National Security Committee within MergeCo to oversee sensitive work that Vodafone and Mergeco undertake which has an impact on or is in respect of the national security of the United Kingdom. This committee will be required to provide regular updates and information to HM Government;
b. establish a technical group within the National Security Committee which will monitor a specified list of topics relating to cyber, physical and personnel security. This committee will be required to provide regular updates and information to HM Government;
c. ensure that MergeCo’s network migration planning is subject to review by an external, Government-approved auditor; and
d. put in place specified arrangements for the governance of MergeCo.
5. The Secretary of State considers that these measures mitigate any risks to national security in relation to:
i. Vodafone’s role as a strategic supplier of services to many parts of HM Government.
ii. The security of UK networks and data, including cyber, personnel and physical security, resulting from the process of merging two large, complex organisations and their respective staffing, policies, processes and networks.
6. The Secretary of State considers that the Final Order is necessary and proportionate to mitigate risk to national security.