On 6 March 2025, the CMA cleared the completed acquisition of CWT Holdings, LLC (CWT) by Global Business Travel Group Inc (GBT) after reversing the findings of its Interim Report. The transaction was the first to benefit from the CMA’s revised Phase 2 merger investigation process, against a backdrop of the CMA’s implementation of its “4Ps” framework (pace, predictability, proportionality and process) and the wider pro-growth agenda. 

This case is notable as it demonstrates the CMA is willing to positively re-engage with new and pre-existing evidence after publication of an Interim Report under the new Phase 2 process. Put simply, the findings of the Interim Report should not be seen as a fait-accompli, as was generally the case for Provisional Findings under the old Phase 2 process.

Background and CMA procedure

GBT and CWT are both travel management companies (TMCs). The parties overlap in the provision of business travel services agency (BTA) services to customers, including search, booking, and expense management, in the UK and globally. 

According to the CMA, GBT’s acquisition of CWT would result in the combination of the largest and third largest companies operating in the market. The CMA referred the transaction to an in-depth Phase 2 investigation in August 2024, citing concerns that it could lead to worsened quality of service, higher prices, and/or reduced innovation efforts for global multinational (GMN) business travel customers.

The transaction was the first to be investigated under the CMA’s revised Phase 2 process, which applies to all merger cases opened (at Phase 1) on or after 25 April 2024. One of the key changes introduced as part of this was doing away with the CMA’s “Working Papers” process, with a new “Interim Report” replacing the CMA’s Provisional Findings (which, effectively, were comprised of the various Working Papers). This change was aimed at facilitating greater and earlier engagement between the merger parties and the Inquiry Group.

The parties appear to have benefited from these changes. The Interim Report, published in November 2024, provisionally found that the transaction had the potential to result in a substantial lessening of competition (SLC) through horizontal unilateral effects. However, the CMA’s subsequent willingness to consider new evidence submitted by the parties, and its further analysis of the existing evidence, were enough for two out of the four members of the Inquiry Group to conclude that the transaction would not result in a SLC¹. The CMA’s revised provisional views were set out in a Supplementary Interim Report, published in February 2025. 

Supplementary Interim Report findings

In its Supplementary Interim Report, the CMA stated that, since the publication of the Interim Report, it had “continued to collect and analyse evidence relevant to [its] investigation [and had] conducted some further analysis” and “considered the additional evidence, and representations received following the Interim Report, in the round together with all other evidence received to date”. Not only did the CMA consider the evidence holistically – it also undertook a further deep-dive into four specific issues.

The outcomes of these lines of further enquiry were sufficient to lead the CMA to reverse its previous findings, concluding that: (i) CWT was a materially weaker competitor, and so exercised a weaker constraint on GBT than found in the Interim Report; and (ii) some competitors exerted a stronger competitive constraint on the parties than previously concluded. 

The CMA was at pains to note that the factors mentioned above were assessed in their totality “and reflective of the finely balanced nature of the decision in this case”, leading to a split decision by the Inquiry Group that the Transaction was not expected to result in a SLC.

A shift in approach?

As noted above, the transaction was the first to be investigated under the CMA’s revised Phase 2 process. Accordingly, this is the first example of: (i) the new Interim Report stage in action; and (ii) a reversal of Interim Report findings at the Supplementary Interim Report Stage. In contrast, under the old Phase 2 process, the CMA’s Provisional Findings were generally indicative of its final decision, with it being extremely rare for the CMA to depart from them materially. 

The revised Phase 2 process, with the Interim Report issued earlier in the review timetable, increases the window of opportunity for merger parties to have another bite at the cherry and address the CMA’s concerns. In the context of this transaction, it is unclear whether the reversals in the Inquiry Group’s thinking were also linked to recent Government pressure on the CMA to promote its pro-growth agenda, or the CMA’s recently announced “4Ps” framework. Regardless, it is promising to see the new Phase 2 process allowing the parties to engage constructively with the Inquiry Group and more proactively shape its final assessment. 

Conclusion

Overall, the CMA's handling of this transaction under its revised Phase 2 process hints at a promising shift in approach – towards a more open and iterative process, which could lead to more informed and balanced decisions. 

The CMA’s willingness to consider new evidence and re-evaluate its initial findings is a positive development, indicating that it is listening to feedback and adapting to the complexities of each case. Whilst one should not read too much into a single, finely-balanced merger decision, this case provides positive signs that the new Phase 2 process is working as hoped, allowing for valuable early engagement with the Inquiry Group.

¹ Unless a two-thirds majority of the group finds in favour of a SLC, no SLC arises from the Merger (see Enterprise and Regulatory Reform Act 2013, Schedule 4, paragraphs 55-56). Such a change of heart by two members of the Inquiry Group is uncommon, though we note that the Provisional Findings in the CMA’s Phase 2 investigation in the BT/EE merger inquiry revealed a split between Inquiry Group members in one market (see further here).