With or without you: Vodafone-Three merger outlook

Q1 was always going to be tough for Vodafone with lower in-contract price increases a very significant drag on performance (across the sector), TV losses in Germany ramping up, and ongoing struggles to turn around broadband performance there. A deterioration in German mobile is an unwelcome addition.

Encouragingly, Vodafone continues to optimise its portfolio and is guiding to a U-shaped recovery, with Q2 particularly weak and B2B driving a better 2H.

While there are particular headwinds this year and tailwinds next which point to an improving outlook, better operational performance remains critical to the company's future, and we continue to await evidence of this.

Whether to allow a Vodafone/H3G merger is essentially a trade-off between range of consumer choice and costs of network duplication. With the need for the former diminishing and the latter increasing, the case for approval is strengthened.

H3G is in a negative spiral of small scale, low investment, and low returns. A merger would allow it to form part of a more credible competitor with a transformed returns profile—without rising prices or reduced industry investment levels.

The CMA’s aversion to mergers has been very stringent of late—an approach that risks deterring investment and compromising competitiveness. Consolidation in UK mobile is unlikely to happen without a change of mindset.

The CMA's Phase 1 conclusions document is largely as expected, extending to Phase 2 which looks set to conclude towards the end of the year.

The impact on both the retail and wholesale markets will be investigated, and the CMA will want to bed down its view of the counter-factual and the likely merger efficiencies. The impact on network sharing is also an issue, but spectrum reallocation was not mentioned.

We continue to see a solid case to allay these concerns, with the resultant capacity uplift key to both the wholesale and retail markets.

Vodafone and H3G have finally announced their long-trailed merger plans, with weaker-than-expected financials and the focus squarely on the superiority of a combined network.

We view the hailed synergy estimates of £700m per year as achievable but the merged entity will need to deliver other positive financial filips to get returns above its cost of capital.

The approval case for the merger is that: it makes the operators a stronger competitive force; prices won't rise; a combined network will be superior, and that the status quo is unsustainable in any case.

An announcement about the mooted merger of Vodafone’s UK operations with Three appears imminent, paving the way for an ultimate CK Hutchison exit.

The combination has the potential to transform the fortunes of two struggling operators, with deal upside predicated on cost synergies rather than on rising prices (which we do not foresee).

It is all to play for in regulatory clearance terms, with Ofcom expected to take a neutral stance and a seemingly open mind from DSIT, but the CMA is not yet demonstrating the more pro-business approach that was hoped for with the new regime.

H3G’s change of tack over the past couple of years appears to be paying off in terms of customer momentum, but the revenue impact is more questionable and it has undoubtedly proven expensive.

Renewed network investment and a reinvigorated brand will help it to gain traction in new market segments but, even with strong execution, the scale gap looks unlikely to be bridged in a timescale acceptable to its backers.

Regulatory appetite for consolidation appears to be low, with policymakers prioritising number of players over network quality. It may be time for network quality to move up the policy agenda.