The UK Competition and Markets Authority (CMA) closed its merger review of Microsoft’s partnership with OpenAI on 5 March 2025, finding that the partnership did not qualify for investigation under UK merger provisions. The U.S. Federal Trade Commission (FTC), meanwhile, conducted a broader market study and later described possible competition risks—but the sources available do not establish that the FTC brought a merger case or found a violation. The often-cited $13 billion refers to commitments reported in a Microsoft filing, not the price of a single acquisition.
What happened—and what “probe” means here
The headline phrase “preliminary probe” compresses two different regulatory processes. In the United States, the FTC gathered information for a market study under Section 6(b). In the United Kingdom, the CMA considered whether the partnership met the legal threshold for a merger review, then conducted a formal Phase 1 inquiry before closing the case.
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| Agency and process | Purpose and legal basis | Outcome established by the agency sources |
|---|---|---|
| FTC, United States | Section 6(b) information-gathering study of major cloud and AI partnerships, including Microsoft–OpenAI. | A January 2025 staff report described potential competition implications. The material cited here does not establish an FTC merger complaint or a finding of legal violation. |
| CMA, United Kingdom | Merger-control review under the Enterprise Act 2002, including whether Microsoft’s influence over OpenAI amounted to a relevant merger situation. | The CMA concluded the partnership did not qualify for investigation under the UK merger provisions and closed its case. |
These were not parallel decisions applying the same legal test. The FTC’s study examined market trends and partnership practices; the CMA’s case addressed whether UK merger-control rules applied to this partnership.
Timeline of the FTC and CMA actions
- 8 December 2023: The CMA invited comments on whether Microsoft’s partnership with OpenAI, including changes to it, might constitute a relevant merger situation and substantially lessen competition in a UK market. This was information gathering ahead of a formal inquiry. CMA case page.
- 25 January 2024: The FTC announced compulsory Section 6(b) orders to Microsoft, OpenAI, Amazon, Anthropic, and Alphabet. The orders sought information on partnership terms, governance, product decisions, competitive effects, AI inputs, and information shared with other authorities. The FTC said the purpose was to deepen its understanding of market trends and business practices, not to announce a finding of wrongdoing. FTC announcement.
- January 2025: The FTC published a staff report based on information available to its staff through September 2024 and public information through January 2025. FTC staff report.
- 4 March 2025: The CMA announced that it had launched a formal Phase 1 merger inquiry by notice to the parties. CMA case page.
- 5 March 2025: The CMA announced that the partnership did not qualify for investigation under the Enterprise Act 2002 merger provisions and recorded the case as closed. Its full decision was published on 15 April 2025. CMA case page.
Why the $13 billion figure needs context
The figure is a rounded description of Microsoft’s financial commitments to OpenAI, not a regulator’s valuation and not evidence of a single $13 billion acquisition. The figures differ according to their reporting basis:
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| Figure | What it represents | Source and date |
|---|---|---|
| $13 billion | Total funding commitments reported in Microsoft’s filing for the quarter ended 30 September 2024. | Microsoft filing, as quoted by the FTC Office of Technology’s January 2025 staff report. FTC staff report. |
| $13.75 billion | The Microsoft–OpenAI investment figure in the FTC report’s table summarizing publicly reported investment. | FTC Office of Technology, 2025. FTC staff report. |
Because the two totals come from different reporting bases, they should not be treated as interchangeable measures of a newly completed deal.
What the CMA examined—and why it closed the case
The CMA examined whether Microsoft’s relationship with OpenAI had changed enough to create a relevant merger situation under UK law. In particular, it considered whether Microsoft’s influence had increased from material influence to de facto control, and whether that could harm competition in foundation-model development or related markets.
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The agency reviewed investment and governance, compute supply, commercial arrangements, and the companies’ conduct in practice. It acknowledged Microsoft’s substantial investment, its role supplying compute, and the close commercial and practical links between the companies. But the CMA concluded that the evidence did not show Microsoft could determine OpenAI’s commercial policy. It cited OpenAI’s independent action in areas such as compute supply, seeking new investors, and pursuing commercial opportunities with third parties. The CMA therefore found no relevant change from material influence to de facto control sufficient to bring the partnership within the merger provisions. Read the CMA’s full decision.
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That conclusion concerns the CMA’s UK merger-control jurisdiction and the partnership evidence it reviewed. It is not blanket regulatory approval worldwide.
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What the FTC study flagged
The FTC’s January 2025 report covered Microsoft–OpenAI as well as Amazon–Anthropic and Google/Alphabet–Anthropic. It described features of these partnerships such as equity and revenue-sharing rights, consultation or control rights, exclusivity, cloud-spending commitments, discounted compute, and exchanges of information or intellectual property.
For competition, the report identified possible risks to scrutinize, rather than established harms or adjudicated violations. Its concerns included:
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- Whether access to computing resources and engineering talent could be affected.
- Whether contractual terms or technical dependencies could raise the cost of switching cloud providers.
- Whether cloud providers could gain access to sensitive technical or business information through their relationships with AI developers.
The FTC’s chair at the time, Lina M. Khan, said when announcing the inquiry: “History shows that new technologies can create new markets and healthy competition. As companies race to develop and monetize AI, we must guard against tactics that foreclose this opportunity.” FTC announcement.
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What the regulatory outcome does—and does not—say
The established outcome is specific: the CMA closed its UK merger case after deciding the partnership did not qualify for investigation under the relevant merger provisions. The FTC’s public work described potential competition issues in a multi-partnership market study. The sources cited here do not establish that the FTC cleared the partnership, brought a merger case against it, or found Microsoft or OpenAI had violated the law.
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