Tag Archives: Bayer Behringer Merial Intervet Pfizer Wyeth Animal Health FTC Hart Scott Divestitures Overlap Sanofi ECC Antitrust Reverse Merger August 18 2009

Some Animal Health Products To Ask After — When Writing the ECC. . . .

As a public service, I offer the following — if you need something to write the ECC and ask about, per my post of earlier this morning. . . .

This data is from the European Competition Commission filings made (large 208-page PDF file) when Schering-Plough acquired Organon, and its Intervet Animal Health lines of business (at Pages 88-93), in November of 2007:

. . . .Schering-Plough sells ectoparasiticides for farm animals under the brands Coopers Spot-On, Sputop, Versatrine, Ectoforce, Coopertix, Fly, Zoogama-D and Intervet under the main brand Butox and as well as under the brands Taktic and Topline Suspension. . . .

Based on data provided by the parties, the transaction gives rise to the following affected markets where Schering-Plough and Intervet would have a combined market share of at least 25% in the EEA at the national level (2006 data):

Competitors Denmark Greece Norway

Schering-Plough [5-10]% [10-20]% [40-50]% [60-70]%
Intervet [20-30]% [10-20]% [20-30]% [20-30]%
Combined [20-30]% [20-30]% [60-70]% [90-100]%

The merger would therefore lead to very high market shares of the new entity in Sweden ([90-100] %) and Norway ([60-70] %). In Sweden, the parties would face only one competitor — Bayer with marginal market share ([0-5] %) and in Norway only two competitors Janssen ([5-10] %) and Pfizer ([20-30] %). Given the barriers to entry, the parties will not face strong competitive constraints in these countries postmerger. . . .

With the objective of resolving the serious doubts identified by the Commission in the market for orally administered ectoparasiticides for farm animals in France and in Belgium/Luxembourg and in the market for endoparasiticides/endectocides for farm animals in Sweden, Norway and the United Kingdom, Schering-Plough committed to the EEA-wide divesture to a suitable purchaser of endoparasiticides currently marketed under the brand Systamex and the ectoparasiticides for farm animals currently marketed under the brands Coopers Spot On, Versatrine, Sputop and Coopertix. . . .

[Editor’s Note: Does anyone know who bought these lines? Were any of them sold to Merial? That would be a very important development — given that “New Merck” proposes to transfer all of Intervet to the Merial/Sanofi entity, and still own half of it — if and when Sanofi-Aventis exercises its call option, should all of these transactions close.]

. . . .Following the market test, Schering-Plough added to the products to be transferred EEA-wide the Autoworm, which is the brand under which Organon BS product is registered and marketed in the United Kingdom and Ireland. Schering-Plough also committed to fully transfer to the purchaser the brand Coopertix. The remedy also includes the grant of a licence for the use of the Coopers trademark for the sale of Coopers Spot On in the EEA by way of a royalty-free exclusive and irrevocable licence. . . .

I’ll be back soon, with more examples.

Step One — European Competition Commission Process: Merial to Sanofi; Sanofi’s Intervet Call Option — 10 Days to Comment

Here is the full-text of the 10 day notice, released this morning in Brussels, soliciting commentary:

Prior notification of a concentration
(Case COMP/M.5614 — Sanofi-Aventis/Merial)
Candidate case for simplified procedure
(Text with EEA relevance)
(2009/C 194/06)

1. On 11 August 2009, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 ( 1 ) by which the undertaking Sanofi-Aventis, France, acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of the undertaking Merial, USA, by way of purchase of shares.

2. The business activities of the undertakings concerned are:

— for Sanofi-Aventis: research, development, manufacturing and marketing of human pharmaceuticals and vaccines,

— for Merial: research, development, manufacture and delivery of innovative animal pharmaceuticals and vaccines.

3. On preliminary examination, the Commission finds that the notified transaction could fall within the scope of Regulation (EC) No 139/2004. However, the final decision on this point is reserved. Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004 ( 2 ) it should be noted that this case is a candidate for treatment under the procedure set out in the Notice.

4. The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.

[Editor’s Note — found elsewhere on the ECC site, is this:

. . . .In addition to the Merial agreement, Merck, sanofi-aventis and Schering-Plough announced the signing of a call option agreement. Under the terms of the call option agreement, following the closing of the Merck/Schering-Plough merger, sanofi-aventis would have an option to combine the Intervet/Schering-Plough Animal Health business with Merial to form an animal health joint venture that would be owned equally by the new Merck and sanofi-aventis. . . .]

Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (+32 22964301 or 22967244) or by post, under reference number COMP/M.5614 — Sanofi-Aventis/Merial, to the following address:

European Commission
Directorate-General for Competition
Merger Registry
1049 Bruxelles/Brussel

The above is only step one — still missing is the largerStep Two” filing, and notice — Merck/Schering-Plough, proper.

Do let the Commission’s Directorate-General know what you think, here — one and all (especially those of you who, according to published reports, felt “marginalized” — in the bidding process). [I wanted to get this right out but now I am off cooking up a graphic, for this item — back shortly, with it in tow. Other duties call; these graphics will suffice.]