The UK Competition and Markets Authority (CMA) has finished its review of IBM’s planned acquisition of HashiCorp. It opened the merger inquiry on 30 December 2024, cleared the transaction at Phase 1 on 25 February 2025, published the full decision on 3 April 2025, and now lists the case as closed. The CMA found no realistic prospect that the deal would substantially lessen competition.
What the CMA decided
The CMA determined that IBM’s purchase of 100% of HashiCorp’s share capital created a “relevant merger situation” and that it had jurisdiction to review the transaction. That jurisdictional finding is separate from the agency’s competitive conclusion: after assessing the evidence, the CMA decided that the deal did not warrant a Phase 2 investigation.
In the words of the CMA’s decision dated 25 February 2025: “The CMA has found that the acquisition by International Business Machines Corporation (IBM) of HashiCorp, Inc. (HashiCorp) is a relevant merger situation that does not give rise to a realistic prospect of a substantial lessening of competition.” The decision was signed by Joel Bamford, Executive Director, Mergers. Read the full CMA decision.
When the UK investigation happened
| Date | Event |
|---|---|
| April 2024 | IBM agreed to acquire 100% of HashiCorp’s share capital. |
| 30 December 2024 | The CMA opened its merger inquiry and invited interested parties to comment. The comment period ran until 16 January 2025. |
| 25 February 2025 | The CMA announced Phase 1 clearance and issued its decision. |
| 3 April 2025 | The CMA published the full decision and updated its case record. The case is listed as closed. |
The CMA’s case page is the current record for the inquiry. Accordingly, describing the acquisition as “now facing” an ongoing UK investigation is outdated.
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Which products were examined?
The review focused on paid infrastructure-as-code (IaC) tools used for multi-cloud provisioning and configuration. The principal products were HashiCorp’s Terraform and IBM’s Ansible, which IBM supplies through its wholly owned subsidiary Red Hat.
Terraform: provisioning infrastructure
The CMA described Terraform as mainly designed to provision cloud infrastructure. In practical terms, it lets organizations define infrastructure in code and create or change resources across cloud environments.
Ansible: configuration and maintenance
The CMA described Ansible as mainly designed for configuration and ongoing maintenance. It is used to configure systems and keep deployed environments in the desired state.
Overlap, but usually complementary roles
The products have some functional overlap, but the CMA found they were typically perceived as complementary rather than direct substitutes. A company can use Terraform to provision infrastructure and Ansible to configure and maintain what was provisioned, reducing the significance of a head-to-head product comparison.
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How the CMA tested possible competitive harm
Direct competition and product development
The CMA considered whether combining Terraform and Ansible would remove important existing competition or eliminate a meaningful product-development rivalry. It found limited overlap and concluded that rivalry between the products was not an important driver of their development.
Foreclosure through bundling or interoperability
The authority also examined whether IBM could disadvantage competing tools by offering bundled discounts or by degrading interoperability with rival products. The CMA did not find a realistic prospect that either route would produce a substantial lessening of competition.
The result
Because neither the direct-rivalry theory nor the foreclosure theory met the relevant threshold, the CMA cleared the deal at Phase 1 rather than referring it for a more detailed Phase 2 investigation.
What the 70–80% figure means—and does not mean
The CMA estimated that the parties had a combined 70–80% share of supply by value in UK paid IaC multi-cloud tools, with an increment of 20–30%. Those figures were used in the CMA’s jurisdictional share-of-supply assessment. They are not an unqualified measure of all cloud infrastructure, all software, or proof that the merger harmed competition.
The distinction matters. A high share in the narrowly defined market used to establish jurisdiction can justify regulatory scrutiny without determining the substantive outcome. The CMA’s separate competitive analysis found no realistic prospect of a substantial lessening of competition on the evidence it assessed.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What the clearance means for customers and competitors
- No Phase 2 reference: The UK regulator did not require an extended second-stage merger investigation.
- No finding of unlawful harm: The CMA did not conclude that the transaction would substantially lessen competition.
- Scope was specific: The analysis concerned paid UK multi-cloud IaC tools, especially Terraform and Ansible, rather than every IBM, HashiCorp, cloud or software product.
- Complementarity was central: Terraform’s provisioning focus and Ansible’s configuration and maintenance focus limited the extent to which the CMA viewed them as substitutes.
- Foreclosure was considered: Clearance does not mean the CMA ignored bundling or interoperability risks; it means the authority did not find a realistic prospect of harm under those theories.
Why the headline needs updating
The original wording, “IBM’s Hashicorp Acquisition Now Faces UK Investigation,” uses the present tense for a process that has ended. A current description should say that the CMA investigated IBM’s anticipated acquisition of HashiCorp and cleared it at Phase 1 in February 2025, with the case formally updated and closed in April 2025.
That wording also avoids conflating two different findings. The CMA found a relevant merger situation and jurisdiction to review it, but it did not find the threshold conditions for a Phase 2 reference. The investigation was real; it is simply no longer ongoing.
Quick Recap
Primary documents
- CMA IBM / HashiCorp merger inquiry case page — opened 30 December 2024 and updated 3 April 2025.
- CMA full text decision — decision dated 25 February 2025 and published 3 April 2025.
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