CMA finds Macquarie's acquisition of Energy Assets Group may substantially lessen competition, threatens Phase 2 unless undertakings offered by 2 October
On 25 September 2026, the Competition and Markets Authority (CMA) issued its Phase 1 decision on Macquarie Asset Management's anticipated acquisition of Energy Assets Group (EAG), finding that the deal may be expected to result in a substantial lessening of competition in one or more UK markets. The parties have until 2 October 2026 to offer undertakings acceptable to the CMA; if none are forthcoming, the deal will be referred for a full Phase 2 investigation. The CMA separately decided not to refer the transaction under the special energy network merger provisions of the Enterprise Act 2002, concluding that the deal does not substantially prejudice Ofgem's ability to make comparisons between energy network enterprises when carrying out its statutory functions under the Gas Act 1986 or Electricity Act 1989. EAG provides electricity and gas metering services, data services, and independent installation and adoption services for last-mile utility connections. Macquarie Asset Management already holds significant UK utility interests, including stakes in Last Mile Infrastructure, National Gas, Cadent, and Southern Water, through various arms of the wider Macquarie Group. The formal merger inquiry was launched on 29 July 2026, following an invitation-to-comment period opened on 15 May 2026. The CMA's full Phase 1 decision text was expected to be published shortly after the announcement.
Why this matters
This decision puts meaningful pressure on a well-resourced infrastructure investor with an already substantial footprint in UK regulated utilities: the CMA's concern is precisely that adding EAG's metering and connection services to Macquarie's existing portfolio could reduce the competitive comparisons Ofgem relies on to regulate network operators. The two-track analysis, covering both ordinary competition concerns and the special energy network merger test under the Enterprise Act 2002, shows the elevated scrutiny applied to deals in regulated utility sectors. The undertakings window closes on 2 October 2026, making the next week a critical negotiation period; if no deal is struck, a Phase 2 investigation typically takes around 24 weeks, adding significant deal uncertainty. For infrastructure funds with diversified UK utility holdings, this decision is a marker that portfolio breadth itself can become a competition problem.
On the Ground
The matter activates competition law clearance work (merger control filings, undertakings drafting, Phase 2 preparation), regulatory advice on Ofgem's comparative regime, and corporate M&A structuring if a divestment undertaking is negotiated. Counsel advising Macquarie would be preparing behavioural or structural remedy proposals this week, while EAG's advisers would be assessing deal risk and break-fee scenarios. No specific law firms are named in the sources. A trainee on this matter would be maintaining the CP (conditions precedent) checklist tracking the CMA timetable, indexing Phase 1 decision documents, drafting board minutes for the undertakings decision, and assisting with disclosure letter schedules if a remedies package requires asset separation.
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“What remedies would you expect Macquarie to offer to avoid a Phase 2 investigation, and how does the special energy network merger test under the Enterprise Act 2002 change the analysis?”
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