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.
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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.
Mark is a professional technology writer, IT consultant and computer engineer from Dorset (England), he also founded ISPreview in 1999 and enjoys analysing the latest telecoms and broadband developments. Find me on X (Twitter), Mastodon, Facebook, BlueSky, Threads.net and Linkedin.
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They need to put a stop to this its a bit of a disgrace how this is allowed to go through
Why do you think it is a disgrace?
Redundancies, a clear indicator that a buisness has a burning opex overhead that needs to be addressed to avoid the deal falling through.
Opex burnout is the silent killer within these altnets that nobody talks about. You can agree a price, with assumptions built in to get to an adjusted EBITDA figure, but it’s all smoke and daggers.
This business, like all the other Altnets hanging on have a opex black hole that can make or break these deals and any expected IRR.
Hats off to the Netomnia team, but if you’re an employee, just remember … you are expendable and ultimately part of the opex fall out.
Normally I would agree, but VM are purchasing Netomnia for 2 reasons, the first is to take them out of the equation, the second is to prevent CF buying them.
Which is a real shame for us – at least on CF you have a choice of ISP
I think the redundancies were always going to happen. At some point an altnet exhausts the low hanging fruit in terms of areas to rollout in, and needs to demonstrate they can actually make the areas they have profitable month to month
@Lee
VM is not buying Netomnia.
Sad to see Netomnia who is probably currently one of the best suppliers, be brought out by Virgin who is probably currently the worse, their whole structure is old and dated. Maybe the best thing to come from this is being able to join YF while only having nexfibre? Problem is these things take way to long, and I doubt virgin will ever change anything, there system is horrible and still not working with xgs network properly, it’s been years.
@Simon,
I think the whole point of the merger, apart from the obvious already pointed out on this thread, is to have a wholesale network to challenge BT’s wholesale network, so to that end you should have your choice of ISP’s eventually, if you choose to go on the combined VM/nexfibre/ netomnia network in the future.
@Ponderous
I’m on Youfibre, so I assume I won’t have a choice, apart from leaving which I won’t want to do . But if that is so – and we end up with giffgaff and others – then that’s good I agree
I am sorry to say that once my contract is up With Youfibre I will be leaving them. I want nothing to do with Virgin Media or any company to do with Virgin Media. Furthermore, I have been with Youfibre for over 3 years now, and the service has been great, but sorry to say that won’t last long.
YouFibre are to remain an independent ISP though
YouFibre is here to stay…at least wait to see if it makes a difference (assuming it is approved by the CMA).
It always make me laugh when people say they don’t want to have anything to do with BT or Virgin media. Unfortunately mate you don’t have a choice and if you’re using a mobile phone or internet service you are using both BT and Virgin media…. Virgin media consumer service/direct to customer is terrible but Virgin media as a communication infrastructure is/ wholesale is a different kettle of fish….
Just because they are not the name of your provider does not mean you’re not using them. All you can is get the best price you can, have a working service and leave the rest up to the stars
@Mark:
YouFibre will fall within the ISP operation in the post-acquisition organisational structure.
@Mark
I thought they were going to rename it?
@Wezz,
If someone has a sim and only uses say Starlink and WIFI calling -then that’s one way. I’d rather do that then deal with VM’s retnetions dance every year
at least Starlink screw you from the front
Mark, depends on any ruling, but just operating an “independent” ISP like YouFibre does not mean prices for wholesale access to underlying network don’t ricochet under new owner.
Any price guarantees offered like Voda3 deal, evaporate easily after 2 years which goes quick as anything. On the Voda3 deal, Voda has already been in there meddling with things as reported on this site.
The only potentially good thing, is that where Netomnia completely and utterly failed to do my road after letters through door in 2023 and 2 years of post code checker saying they were doing work, is that VMO2/Nexfibre said in their press release, they would do FTTP on roads adjacent to a road with Netomnia as priority, so hopefully still stand a chance of symmetric speed via GiffGaff on Nexfibre. This may be good for other peole who were expeting Netomnia when the next road has it and only literally meteres away. Perhaps now Openreach has come along and showed them it can be done without digging up roads, it may happen.
What is difficult is were you are still in contract with VM for HFC, as no method to change to another service liek Nexfibre/Nexfibre wholesale GiffGaff in effectively the same group of companies. VM systems are hopeless and a cause of migration pain from people on HFC in areas where they have upgraded to XGS-PON full fibre.
It is unrealistic to expect a business to make price or cost commitments more than a year in advance, especially given the nature of this government and the turbulence happening in debt markets.
Wezz How can I be using BT or Virgin Media. If my ISP is Youfibre then I am not using BT because it is Netomnia’s equipment and as for mobile I use an MVNO which is linked to Vodafone/Three. So where am I using Virgin Media or BT. I am not using them at all.
I think the point being made by the OP was in relation to the wholesale contracts Netomnia has with BT’s Openreach, which may or may not be used to provide your network and/or internet connectivity.