Broadband Altnet Netomnia Agree Interim Undertakings as Part of UK Competition Review

Alternative network operator Netomnia (Substantial Group), which has so far expanded their full fibre broadband (FTTP) network to cover over 3 million UK premises (inc. 500,000 customers) and is in the process of being acquired by the parents of Virgin Media (O2) and nexfibre for £2bn, has reached an agreement over interim undertakings with the competition watchdog (CMA).

Just to recap. The owners of nexfibre, which share some of their parentage with Virgin Media and O2, announced in February 2026 that they’d reached a £2bn agreement to acquire alternative network rival Netomnia (here). The Competition and Markets Authority (CMA) promptly opened an investigation into the deal and recently fast-tracked this to a deeper Phase 2 competition review (here).

The CMA confirmed on Friday, as part of their investigation, that they’d accepted the interim undertakings offered by the Substantial Group (Netomnia). This is a normal part of the process and reflects legally binding promises made by the merging company to ensure that the acquisition does not change the competitive landscape while the CMA is still investigating the deal.

Making significant changes, such as merging staff, combining customer databases or selling off assets, among other things, might otherwise make the deal much more difficult or expensive to unwind if the CMA were to, for example, rule against the agreement. We note that the CMA formally accepted this proposal on 17th July 2026.

Summary of the Agreed Undertakings

MANAGEMENT OF THE SUBSTANTIAL BUSINESS UNTIL DETERMINATION OF PROCEEDINGS

Except with the prior written consent of the CMA, Substantial shall not, during the specified period, take any action which might prejudice the Reference or impede the taking of any action under the Act by the CMA which may be justified by the CMA’s decisions on the Reference, including any action which might:

(a) lead to the integration of the Substantial business with the nexfibre business;

(b) transfer the ownership or control of Substantial or any of its subsidiaries; or

(c) otherwise impair the ability of the Substantial business to compete independently in any of the markets affected by the Transaction.

Further and without prejudice to the generality of paragraph 5 and subject to paragraph 4, Substantial shall at all times during the specified period take all necessary steps to ensure that, except with the prior written consent of the CMA:

(a) the Substantial business is maintained as a going concern and sufficient resources are made available for the operation of the Substantial business, on the basis of its pre-Transaction business plans, which for the purposes of these Undertakings do not include a [REDACTED];

(b) no significant changes are made to the organisational structure of, or the management responsibilities within, the Substantial business, except in the ordinary course of business;

(c) the nature, description, range and quality of goods or services (or both) supplied in the UK by the Substantial business is maintained and preserved;

(d) except in the ordinary course of business:

(i) all of the assets of the Substantial business are maintained and preserved, including facilities and goodwill;

(ii) none of the assets of the Substantial business are disposed of; and

(iii) no interest in the assets of the Substantial business is created or disposed of;

(e) no changes are made to key staff of the Substantial business; and

(f) all reasonable steps are taken to encourage all key staff to remain with the Substantial business.

The above appears to have been presented and agreed before Netomnia last week put over 100 further staff on notice of possible future redundancy (here). But in practice this is very unlikely to breach the aforementioned agreement as it appears to fall under the “ordinary course of business” exception. The CMA has until the statutory deadline of 15th December 2026 to reach a conclusion on the proposed acquisition.