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Chronicles

The story behind the story

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UK's CMA launches an inquiry into Facebook's acquisition of Kustomer, investigating whether the deal violates the UK's Enterprise Act 2002

Jaime Llinares Taboada / MarketWatch :

MarketWatch Jaime Llinares Taboada

Context & Ripple Effects

The CMA inquiry into Facebook's purchase of customer-service software maker Kustomer lands on top of a busy UK antitrust calendar: regulators were already preparing an investigation into how Facebook allegedly uses customer data to squash rivals in social media and online ads, and the agency had already ordered an in-depth review of the $400M GIPHY deal after Facebook failed to address concerns there. The move also follows signals from Brussels — EU antitrust regulators had been reported likely to open their own probe into the Kustomer deal once the initial review closed.

First-order effects

  • Facebook's roughly $1B acquisition of Kustomer is now subject to a formal UK Enterprise Act 2002 phase of scrutiny, meaning the deal cannot be considered cleared in one of its key European markets until the CMA rules.
  • Kustomer, a CRM and messaging specialist, is caught in the review window — its integration roadmap, hiring plans, and customer commitments are frozen while the CMA assesses whether absorbing it would lessen competition.

Second-order effects

  • Brussels moved in lockstep: the day after the CMA acted, the European Commission launched its own investigation with a December 22 deadline for a ruling, so Facebook now faces parallel merger reviews on both sides of the Channel rather than sequential ones.
  • The CMA's pattern of escalating small acquisitions into full reviews — as with GIPHY — raises the expected cost of any bolt-on deal by Facebook, pushing rivals' smaller capability purchases toward earlier regulatory engagement or divestment commitments.

Third-order effects

  • If the pattern holds, big-platform purchases of vertical software specialists become a standing target for competition authorities, shifting deal structure toward pre-emptive remedies and making 'specialist absorption' — buying a category leader to fold it into a platform — materially harder to close unchallenged.
  • The eventual outcome here became a template case either way: the CMA ultimately cleared the Kustomer deal as not likely to reduce competition, showing that heightened scrutiny does not necessarily mean blocked deals — but the multi-jurisdiction gauntlet itself becomes part of every acquirer's calculus.

The trend: Merger control is converging on big-tech capability acquisitions across jurisdictions, with the UK CMA and European Commission increasingly reviewing the same deals in parallel rather than deferring to each other.

Discussion

  • @cmagovuk @cmagovuk on x
    We've launched an investigation into Facebook's anticipated acquisition of Kustomer. Kustomer offers a customer relationship management (CRM) software specialising in customer service. Read more: https://www.gov.uk/... #CRM #CustomerService https://twitter.com/...