Judgment of the Tribunal refusing the application of Spreadex Limited (Spreadex) for review of a decision of the Competition and Markets Authority (CMA) dated 19 September 2025. Spreadex advanced two grounds of review in respect of the CMA's identification of the appropriate counterfactual in its decision further to Spreadex's acquisition of Sporting Index in November 2023. The CMA concluded that the relevant merger gave rise to a substantial lessening of competition and by way of remedy required Spreadex to sell Sporting Limited.
Ground 1 concerned an allegation that the CMA wrongly failed to stand back and consider whether the uncertainties in each stage of its reasoning would mean that the most likely counterfactual outcome was that an alternative purchaser (AB1) would have continued operation of Sporting Limited. In dismissing Ground 1, the Tribunal concluded that the CMA's approach reflected the common judicial approach to multi-factorial decisions, and to require the CMA to give weights to particular factors would be to fall into the error of assuming this was a mathematical exercise as opposed to a holistic assessment.
Ground 2, which had several sub-grounds, related to the evidence base of the CMA's chain of reasoning in the counterfactual, and amounted to a rationality challenge to two specific conclusions by the CMA (2A and 2B) as well as an overall rationality challenge to the conclusion that a sale to AB1 was the most likely counterfactual outcome (2C). The Tribunal rejected the specific allegations in respect of the CMA's consideration of the evidence under 2A and 2C and concluded in respect of 2C that the totality of the CMA's analysis in this regard justified on a rationality basis its ultimate conclusion as to the counterfactual.
