Government confirms reform to media ownership and merger control rules

Following a consultation published last autumn, on 15 May 2025, the Government announced its plans to amend – and widen – the regime scrutinising ownership and mergers of media businesses in the UK. Legislation widening the scope of the media mergers regime has now been enacted. Legislation to amend the rules preventing foreign state ownership of UK news media is also currently before parliament.

Background

As set out in our earlier Law-Now, Ofcom conducted a review of UK media ownership rules in 2021 and made a number of recommendations for reform. These recommendations were aimed at modernising the regime to reflect the way news media is now consumed in the UK, expanding the scope beyond print newspapers and into the online space.

In response to Ofcom’s recommendations, the Government proposed reforms which broadly sought to implement Ofcom’s recommendations in spirit, and launched a consultation in November 2024. The Government’s response to this consultation on 15 May 2025 confirmed its plan to implement the proposed reforms. In her statement introducing the reforms to the House of Commons, Lisa Nandy, Secretary of State for Culture, Media and Sport, noted the Government’s commitment to “a pluralistic media landscape where citizens are able to access information from a range of sources in order to form opinions.” The announced reforms also include changes to address concerns that the recently introduced foreign state ownership rules for UK newspapers (the “FSI Regime”) had a chilling effect on investment.

Secondary legislation expanding the scope of the public interest media mergers regime has now been approved, with further secondary legislation amending the regime preventing foreign state influence over UK newspapers awaiting parliamentary approval.

The Reforms

Secondary legislation reforming the scope of the Government’s ability to intervene in media mergers on public interest grounds has been approved and can be found here.

Under the new rules:

• The definition of “newspaper” has been updated to refer to “news media”. News media will include (in addition to traditional newspapers) online publications, periodic news magazines. And broadcast news programmes. This means that the Secretary of State will be able to intervene in mergers relating to online news publications and periodic news magazines on public interest grounds. This expanded definition will also apply to the FSI Regime, introduced by the Digital Markets, Competition and Consumers Act 2024, which prevents foreign states from acquiring control or influence over UK newspapers which generate at £2m or more in UK turnover.
   
• Ensuring sufficient plurality of ownership of such newspapers will be added to the list of public interest considerations for intervention in newspaper mergers (previously this consideration only applied to broadcasting). This expands the grounds on which the Secretary of State can intervene in newspaper mergers (which were previously: (i) the need for accurate presentation of the news, (ii) the need for free expression of opinion, and (iii) the need for, to the extent reasonable and practicable, sufficient plurality of views in newspapers in each market in the UK or part thereof).

These changes will enter into force on 24 July 2025.

The Government has also proposed reform to the FSI Regime, which will be amended to exempt holdings of up to 15% of shares or voting rights by certain foreign state-owned investors. This will mean that investments (up to that 15% level) in UK news media businesses by such investors, such as sovereign wealth funds, will now be permitted – a change from the current position which is a complete ban on, and obligation on the Secretary of State to prohibit, investments in UK newspapers by foreign state-owned investors. This is intended to have retrospective effect, and will apply to transactions taking place from 13 March 2024. This change has not yet been implemented, with the draft statutory instrument available here.

DCMS has now published a consultation on the draft legislation, available here. The consultation will close on 16 September 2025.

Implications for businesses

The changes to the definition of newspaper, now news media, and the public interest grounds on which the Secretary of State may intervene in news media mergers expand the scope of the public interest regime, bringing more transactions into scope. Business should expect more transactions to be reviewed by the Secretary of State under these powers in the coming years. Transactions in the sector typically do attract scrutiny from the Secretary of State, and also the UK Competition and Markets Authority. These changes now expand the bases on which the Secretary of State can intervene.

Parties considering transactions in the media space will need to consider carefully whether they are caught by the new rules, and factor this into their assessment of transaction risk, deal timelines and transaction documents. Parties falling within the scope of the regime should also consider whether to proactively engage with the Secretary of State in relation to the regime. Online news sources, in particular, are likely to attract more intense scrutiny.