Clifford Chance

The UK has proposed important changes to its media merger control regime, broadening its applicability, while also providing limited exemptions for foreign state ownership of newspapers.

On 15 May 2025, the UK Secretary of State for Culture, Media and Sport (the "SoS") announced plans to amend the regime applicable to mergers and acquisitions of media companies active in the UK.

Concerns with the current regime

Public interest reviews of mergers

Under the current rules, the SoS has the power to review M&A transactions involving newspaper and/or broadcasting targets if they believe that the transaction raises certain specified public interest considerations. In the context of newspapers, these considerations are freedom of expression, accurate presentation of news and/or media plurality considerations. These considerations are over and above the standard ones for M&A, where the CMA is typically only required to consider the transaction's impact on competition.

The current regime has been criticised for failing to capture modern media consumption habits including online news sources because it is limited to print newspapers, TV and radio. This is against a background where, according to Ofcom’s annual report on news consumption in the UK, 71 percent of UK adults consume online news in some capacity (compared to 22% for print newspapers).

Prohibition of foreign state ownership of newspapers

Additionally, in May 2024 a prohibition on foreign states from acquiring control over newspaper enterprises that generate at least £2m in UK turnover (the "FSI Regime") was introduced, following concerns arising from the acquisition of the Telegraph Media Group by RedBird IMI.

The broadness of this ban has been criticised as providing a "chilling effect" on investment into UK newspaper companies. For example, "foreign state" is a broad concept, capturing most non-UK governments, in any capacity in which they operate. The definition of "control" is lower than the standard merger control regime, capturing the direct or indirect acquisition of any shares or voting rights, no matter how small.

What is changing?

The Department for Culture, Media and Sport launched two separate consultations in 2024, covering the public interest regime and the FSI Regime.

On 15 May 2025, the SoS proposed the following changes in light of the consultations:

• The public interest regime will be broadened by updating the definition of "newspaper". The new definition will capture online news platforms, periodic news magazines and broadcast news programmes. The change will also impact the scope of the FSI Regime.
• Newspapers (as defined above) will also become subject to a new public interest consideration which currently only applies to broadcasting: there must be sufficient plurality of ownership across media in the UK.
• Stakes of up to 15% in newspapers held directly or indirectly by foreign "State Owned Investors" (such as sovereign wealth funds or public pensions) ("SOIs") will be exempt from the FSI regime.

What this means for your upcoming deals

While the proposed new exemption to the FSI Regime adds some needed certainty, it still leaves many unresolved questions. For example, the FSI Regime still appears to capture situations where a SOI acquires a 0.1% interest in company A, which in turn has a 0.1% interest in company B, which in turn has a 20% interest in a newspaper enterprise, attributing the 20% interest in the newspaper enterprise that is held by Company B to the SOI. In addition, the proposed expansion of the regime may discourage future investments into online news sources.

The proposed changes also add potential complications to acquisitions or mergers of media companies previously not covered by the regime. For example, deals involving online news sources will be scrutinised for their impact on editorial independence and the plurality of views, rather than a transaction's impact on competition alone.

Parliament will vote on the amendments, with the date of the vote still to be decided. However, it is proposed that the changes to the FSI Regime (including the definition of newspaper) will have retrospective effect, applying to transactions from 13 March 2024.