Competition risk? BT faces rigorous frisking over £12.5bn EE takeover bid

Because BT will have a possibly detrimental effect when it becomes one of the largest. What BT have (or don't have) now has nothing to do with it, it's what it WILL have that is of concern.

The threat comes in the form of the telecoms quad-play - broadband/mobile/TV/Internet

In 2014, Ofcom gives BT a estimated market share of 31% of broadband and EE say they have a 33% market share. BT's relationship with OpenReach helps for providing backhaul bandwidth to mobile towers and BT are starting to invest more in TV to improve content provision.

This is largely theoretical, but any precedent set allowing BT/EE will likely be countered by the two main competitors in triple/quad play: Vodafone and Sky

Now for pure speculation:

If it does go ahead, I would expect Vodafone take Virgin and Sky to take O2/3 leaving anyone outside these large players (virtual MNO's, ITV, BBC) in an uncomfortable place.

As for consumers? They will probably benefit from more content (whether they want it or not) but it will come at a higher cost.

There are two perceived main issues. The first is that alternative backhaul operators will lose a major customer as BT makes use of its own fixed network for EE's fixed line interconnections. That could well reduced competition in the backhaul market used by mobile operators to their disadvantage, although any such BT backhaul will have to be available to other operators on the same terms under the equivalence regime. There are also more subtle issues such as OR having a guaranteed customer for products such as those being developed to support mobile "micro-cells" which exploit much of the infrastructure put in place for FTTC/FTTP deployments. This would be difficult for other back-haul operators to replicate and might, again, make mobile operators more dependent on BT.

As Ofcom have a proposal to force OR to offer a "dark" fibre product, this may go some way to ameliorating this issue, although it's unlikely any competitor will be able to replicate the "micro-cell" products in much of the country.

A second issue is whether BT retail will be able to exploit its fixed line customer base using bundles, although I've no doubt that Ofcom will look at those very closely.

There's also a general point from the point of view of a other operators, and that is they are going to do their utmost to oppose anything which will create a stronger competitor. Companies will always raise objections where they see themselves disadvantaged.

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