CMA Warns McCormick-Unilever Food Deal Faces Phase 2 Referral Without Undertakings

The UK's Competition and Markets Authority has signaled that McCormick's proposed acquisition of Unilever's food business will be pushed into an in-depth phase 2 investigation unless the companies offer an acceptable undertaking to resolve the regulator's competition concerns, according to the CMA's own case page for the McCormick/Unilever merger inquiry.

What the CMA Has Found So Far

In its published case update, the CMA stated that, based on the evidence currently available to it, the McCormick-Unilever food business combination "may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom." That is a provisional finding under the regulator's merger control process, not a final determination, but it is the trigger that puts the deal on a path toward a deeper probe.

Seeking Alpha Market News separately reported that the CMA is set to refer the deal to an in-depth phase 2 investigation, citing the same competition concerns and the risk of a substantial lessening of competition in the UK, as detailed in its November 11, 2026 report.

The Referral Is Conditional, Not Automatic

Importantly, the CMA's notice frames the phase 2 referral as conditional rather than certain. The regulator's case page states that the merger "will be referred for an in-depth, phase 2 investigation unless the parties offer an acceptable undertaking to address these competition concerns." That wording gives McCormick and Unilever an opening to propose remedies the CMA could accept in lieu of a phase 2 review. Neither the CMA's published case page nor the companies have disclosed what form such an undertaking might take.

Timeline So Far

The CMA's case record lays out a sequence of procedural steps leading up to this point. The regulator issued an "invitation to comment" on July 21, 2026, opening a window for interested third parties to submit initial views on how the transaction could affect UK competition, with comments due by August 5, 2026. The CMA then formally announced the launch of its merger inquiry by notice to the parties on September 16, 2026. The current phase 2 warning, as reported by the CMA and relayed by Seeking Alpha in November 2026, represents the next milestone in that sequence.

The CMA's published case page does not state a deadline by which McCormick and Unilever must offer undertakings to avoid a referral.

What a Phase 2 Referral Would Mean

If McCormick and Unilever do not satisfy the CMA with an acceptable undertaking, the case would move to what the regulator describes as an "in-depth, phase 2 investigation" — a more extensive review than the phase 1 assessment the deal has undergone to date.

Interpretation, tied to the CMA's own description of phase 2 as an "in-depth" review rather than to any company guidance: a referral would extend the UK regulatory review beyond the phase 1 stage already completed, and therefore the time required before the transaction could be cleared in the UK. Neither the CMA's case page nor the companies have disclosed an expected closing date for the deal.

Bottom Line

The CMA has put McCormick and Unilever on notice: on the evidence currently available to it, the regulator considers the food business tie-up may be expected to substantially lessen competition in the UK, and it will be referred for a full phase 2 investigation unless the companies offer an acceptable undertaking first. What that undertaking might involve, and when it would need to be tabled, has not been disclosed by the regulator or the parties. Until either an undertaking is accepted or a formal phase 2 referral is confirmed, the deal's UK regulatory status remains unresolved.