The Competition and Markets Authority has opened a consultation on the proposed £2 billion acquisition of Substantial Group by nexfibre, inviting interested parties to submit comments on the potential impact of the deal on competition in the UK. The invitation to comment, which runs until 8 May 2026, marks the first step in the regulator’s review process, ahead of any formal Phase 1 investigation.
The transaction brings together major investors InfraVia Capital Partners, Liberty Global, and Telefónica through their existing joint venture nexfibre. The deal would see nexfibre acquire Substantial Group, including its wholesale network business Netomnia, creating one of the largest alternative fibre platforms in the UK.
The parties argue that the combination will strengthen competition by creating a scaled challenger to Openreach, the incumbent broadband infrastructure provider. By integrating nexfibre’s existing footprint with Substantial Group’s network and upgrading millions of Virgin Media O2 premises to full fibre, the combined platform is expected to reach around 8 million premises by 2027. Together with Virgin Media O2’s broader network, the footprint could extend to approximately 20 million premises, significantly expanding wholesale options for internet service providers.
The deal is also positioned as a major investment signal, with the companies highlighting that it will unlock up to £3.5 billion in long-term capital expenditure in UK digital infrastructure. Additional funding commitments from the shareholders and commercial arrangements with Virgin Media O2 are intended to support network expansion and accelerate fibre rollout.
At the same time, the CMA’s early consultation indicates that regulators are closely examining consolidation in the UK fibre market, particularly as alternative network providers scale up and combine. The authority is seeking input on whether the transaction could affect competition in wholesale broadband access, infrastructure deployment, or the choices available to internet service providers and end customers.
As part of the transaction structure, nexfibre will also divest Substantial Group’s retail operations, including YouFibre and Brsk, to Virgin Media O2. This separation between wholesale infrastructure and retail services may be a relevant factor in the CMA’s assessment, particularly in relation to vertical integration and access conditions for third-party providers.
The deal is expected to complete in the third quarter of 2026, subject to regulatory approvals. The CMA’s next steps will depend on the feedback received during the consultation phase, which will help determine whether a formal investigation is required.
