First Vets, now Dentists: does the CMA have PE roll-ups in its sights for competition enforcement

The UK government has asked the Competition and Markets Authority ("CMA") to consider a review of the private dental market, focusing on local competition, consumer choice and value for money. The CMA has begun exploratory work and committed to following up. This potential action continues the current trend of regulatory action critical of "roll-up" strategies; i.e., when funds or companies acquire multiple smaller businesses, each of which operates in the same or related industries, placing them into one corporate group.

Why This Matters for Private Equity and Corporate Roll-Ups

Scrutiny of roll-ups has increased in recent years. Regulators have expressed concerns that buyers (often private equity funds) may have amassed significant control over key products across otherwise fragmented markets, with their common control of target firms potentially leading to a reduction in competition. While there have been notable CMA merger reviews in the veterinary and dental sectors, roll-up acquisitions often fall below merger control thresholds or under the radar, leading to a perception of under-enforcement. Linked to this, the CMA initiated a market investigation in relation to the veterinary services market in the United Kingdom, which remains ongoing, but looks likely to reach an adverse finding and an order requiring changes to certain aspects of the market that are of concern. The CMA has also examined private equity activity in the elderly care homes and children's social care sectors, again using markets regime powers under the Enterprise Act 2002. Dentistry now appears to be on a similar trajectory, with the CMA primed to examine whether consolidation and corporate ownership are impeding effective local competition and/or consumer choice.

Sponsors and Platforms: Expect Scrutiny Of Deal Strategy and Local Overlaps

Sponsors and portfolio companies should prepare for scrutiny, especially where strings of small deals are concerned in sectors important for consumers, such as health-adjacent consumer industries. Local market overlaps, pricing policies, transparency of information for customers, and customer choice dynamics (especially the extent and ease of switching, or, conversely, "stickiness") will all be relevant, alongside broader market features such as barriers to entry and expansion. Authorities now routinely and forensically examine large volumes of internal strategy documents of market participants. Antitrust counsel should be engaged early on when roll-up deals are contemplated, and deal planning and drafting associated strategy documentation should be approached carefully. In the context of rollups, there is a risk that earlier deals will be unpicked as part of later transactions; managing this risk requires careful attention.

Prepare for Intensive Information Requests

Stakeholders commonly receive detailed questionnaires, sometimes followed by interviews—or even site visits. Failure to comply risks civil penalties, and providing false or misleading information is a criminal offence. Since 1 January 2025, a new duty to preserve potentially relevant evidence applies to CMA investigations, so businesses and their investors must ensure data is preserved and not improperly deleted or altered.

Dentistry: The CMA's Next Steps

The CMA may run a market study (up to 12 months), and/or a market investigation (up to 24 months). Market studies and investigations are designed to test whether adverse effects on competition exist, rather than to prove wrongdoing by individual firms. Remedies may include recommendations to sector regulators (e.g., the General Dental Council) to improve pricing transparency and consumer switching. Where concentration raises concerns, structural remedies including divestments are possible; recent dental mergers (Portman Healthcare/Dentex, Riviera Bidco/Dental Partners) were cleared with local divestment undertakings. The CMA can also pursue enforcement against individual players where appropriate, and where potentially anticompetitive conduct has been identified.