Ofcom fears the merger will unbalance competition and could inflate mobile phone bills in the UK.
If successful, the deal would reduce the number of UK mobile operators from four to three, which Sharon White, Ofcom CEO, has said would also affect high street retailers.
“This is not a broken market,” White said of the UK. “Last year, UK mobile firms generated £15 billion of revenue. Competition, not consolidation, has driven investment.”
White told reporters that creating a fourth network to replace O2 “might be one answer” for her concerns, but that it would take “time and considerable investment” to do so.
The proposed merger is in phase two of examination in Brussels.