The Lawxy Times
CMA Allows £346M Optics Sale to Proceed
On 2 September 2026 the Competition and Markets Authority confirmed that the mandatory waiting period for the proposed acquisition of Gooch & Housego by Arlington Capital had expired without a prohibition. The decision clarifies the application of the UK merger control regime under the Enterprise Act 2002 when the CMA does not issue a stop‑sale notice within the statutory period. The parties to the transaction and other firms contemplating similar deals now have certainty that the sale can close absent a formal intervention. It also delineates the limits of the regulator’s power to act after the waiting period lapses.
Full News Breakdown
The proposed £346 million purchase of optics specialist Gooch & Housego triggered the CMA’s standard merger review. The parties argued that, because the regulator had not issued a stop‑sale notice, the transaction should be allowed to proceed. The CMA concluded that its statutory powers to block a merger end with the expiry of the waiting period, and therefore the sale may be completed.
Case Name: Gooch & Housego Ltd v Competition and Markets Authority
Court: Competition and Markets Authority
Panel: Merger Review Panel
Date: 2 September 2026
Citation: CMA Decision No. 2026/09/02
EU Instruments / UK Legislation Cited: Enterprise Act 2002 (as amended)
Key Provisions: Section 11 (merger review) and Schedule 2 (turnover thresholds)
Primary Legal Issue: Whether the CMA can impose a stop‑sale after the statutory waiting period has elapsed
Applicant/Plaintiff Arguments: Arlington Capital contended that the regulator lacks authority to block the deal once the waiting period ends without a stop‑sale notice
Respondent/Defendant Arguments: The CMA argued that it retains investigative powers but had not exercised a stop‑sale function in this case
Court’s Reasoning: The statutory framework confines the CMA’s intervention to the waiting period; absent a stop‑sale notice, the merger may proceed
Holding: No prohibition; the waiting period expired, so the transaction is cleared
Operative Order: The parties may complete the sale without further CMA approval
Practical Outcome: The £346 million acquisition proceeds as planned
How Does This Affect You?
Before this ruling, parties faced uncertainty about whether the CMA could intervene after the waiting period even without a formal stop‑sale notice. The authority now confirms that its power to block a merger ends with the expiry of the statutory period unless a stop‑sale notice is issued beforehand. Consequently, once the waiting period lapses without such a notice, parties can rely on the clearance to close the deal, reducing regulatory risk but also limiting any post‑expiry remedial options.
For Lawyers & Advocates
Review all pending merger notifications to confirm whether a stop‑sale notice has been issued before the waiting period ends, and advise clients that no further CMA consent is required thereafter.
Amend merger agreements to include a “post‑waiting‑period clearance” clause that triggers the closing condition automatically once the statutory period expires without a stop‑sale.
Cite this decision as authority when arguing that the CMA lacks power to reopen a merger review after the waiting period, strengthening client positions in future disputes.
Advise private‑equity sponsors that the risk of a late‑stage CMA intervention is now limited, allowing more aggressive deal timelines and financing structures.
Flag to compliance teams that any information requests issued after the waiting period cannot be treated as a de‑facto stop‑sale, reducing the need for extensive post‑expiry document production.
For Law Students
The case illustrates how UK competition law strictly confines regulator intervention to the statutory timeline. The key doctrinal distinction is between “stop‑sale” powers and broader investigative powers under the Enterprise Act.
The decision is particularly relevant for the study of:
Competition law – merger control procedures
Enterprise Act 2002 – statutory merger review provisions
Regulatory enforcement – limits of administrative discretion
Corporate finance – closing conditions in M&A contracts
EU‑UK divergence – post‑Brexit competition regime
Comparable cases include British Airways plc v CMA (2021) and Tesco plc v CMA (2023), which together show how courts interpret the temporal scope of the regulator’s stop‑sale authority.
For Businesses
Companies planning mergers should verify that the CMA’s waiting period has fully elapsed before finalising closing documents, as the decision removes any lingering uncertainty about post‑expiry intervention.
Boards must ensure that merger agreements contain explicit provisions linking the closing date to the expiry of the statutory waiting period, thereby avoiding unnecessary escrow or hold‑back arrangements.
Finance departments should adjust internal timelines to reflect that no additional CMA approvals are required after the waiting period, allowing faster fund deployment.
Legal and compliance units need to update merger‑control checklists to remove post‑expiry monitoring steps that were previously considered best practice.
Key Takeaways
The Enterprise Act 2002 now clearly limits the CMA’s ability to block a merger to the statutory waiting period unless a stop‑sale notice is issued beforehand.
Practitioners must align merger agreements and closing conditions with the expiry of the waiting period, removing redundant post‑expiry compliance steps.
The regulator can no longer reopen a merger review after the waiting period, restricting its enforcement toolkit to the pre‑expiry window.
Watch for the upcoming CMA “Merger Review Guidance” revision expected in early 2027, which will likely codify the procedural implications of this decision.
General counsel should audit all pending merger notifications by 31 December 2026 to confirm that no stop‑sale notice is pending, ensuring that deals can close without unexpected regulatory delay.
Source: Optics Co.'s £346M Sale Not Stopped By Antitrust Authorities
