CMA Opens Public Consultation on Co-op Group's Offer to Divest 15 Convenience Stores and Two Funeral Homes to Clear Southern Co-operative Merger
The Competition and Markets Authority (CMA) is consulting publicly on undertakings offered by Co-operative Group Limited (CGL) to resolve competition concerns arising from its completed acquisition of The Southern Co-operative Limited. The CMA has until 24 November 2026 to decide whether to accept the undertakings or a modified version of them, with responses to the public consultation due by 27 October 2026. On 15 September 2026, the CMA concluded at Phase 1 that the merger had resulted, or may be expected to result, in a substantial lessening of competition in one or more UK markets, and indicated it would refer the deal for a full Phase 2 investigation unless acceptable undertakings were offered. On 29 September 2026, the CMA confirmed it would look in detail at the remedies put forward. CGL has offered to divest 15 convenience stores and two funeral homes in the specific areas where the CMA identified Phase 1 competition concerns. The case, which sits in the retail and wholesale sector, has been open since 4 June 2026, with an initial enforcement order (IEO) served on 23 July 2026 under section 72(2) of the Enterprise Act 2002 to preserve the competitive structure of the businesses while the investigation proceeds. Multiple derogations from the IEO have been granted over the course of the summer and autumn. The outcome will determine whether the merger can proceed without a resource-intensive Phase 2 investigation, or whether CGL faces the prospect of a more intrusive in-depth inquiry.
Why this matters
Co-operative mergers in the UK convenience grocery and funeral services sectors attract close CMA scrutiny because local market concentration can directly harm consumers with limited alternatives, particularly in rural or underserved areas. The CMA's willingness to consider UILs (undertakings in lieu of reference) rather than automatically referring to Phase 2 signals it views the divestiture package as potentially adequate, but the public consultation is a genuine further check. If the CMA ultimately rejects the undertakings, a Phase 2 reference would be significantly more costly and time-consuming for CGL and could unwind the merger entirely. The case is also a reminder that completed mergers are subject to full CMA jurisdiction, making post-completion IEOs a live commercial risk for acquirers who close without clearance.
On the Ground
This matter activates public M&A and competition law practice, particularly the undertakings-in-lieu process under the Enterprise Act 2002. Competition counsel will be advising CGL on the adequacy of its divestiture package, engaging with the CMA's consultation, and potentially negotiating modifications. Sell-side M&A work arises if a divestiture trustee is appointed to run the disposal process for the 17 identified assets. A trainee on this matter would draft responses to the CMA's consultation, prepare summaries of the Phase 1 decision documents, update the IEO derogation tracker, and assist with Companies House or Land Registry due diligence on the sites proposed for divestiture.
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