Tag Archives: FTC Second Request SGP Merck Merial Intervet Animal Health Businesses HSR Required Divestitures June 22 2009

Bloomberg’s Afternoon Take — On The FTC Second Request. . . .


I think this gets it just about right — the bulk of today’s FTC second request likely centers on the Animal Health businesses. What is unknown, still, is whether this was a whopper of a second request, or a fairly mild one. Per Bloomberg, this afternoon:

. . . .If a sale doesn’t settle FTC concerns about competition in the animal drug industry, Merck or Schering-Plough may have to put more products on the market, said David Moskowitz, a Caris & Co. analyst in New York.

“There’s going to be that many more products for sale,” Moskowitz said today by telephone. “It could affect pricing in the sense that Merck really wants to get those approvals.”

Likely suitors for the units include Indianapolis-based Lilly, which wants to expand its animal business, and Paris- based Sanofi, already a partner with Merck in Merial Ltd., maker of the flea-repellant Frontline, Moskowitz said. . . .

The FTC makes a second request for information in a minority of cases to ensure a buyout won’t hurt competition, the commission says on its Web site. Once the companies answer the request, the commission has 30 days to review the material.

Antitrust concerns are unlikely to derail Merck’s purchase of Schering-Plough, said Caris & Co.’s Moskowitz. “Merck absolutely needs this to get done to produce growth over next couple of years,” Moskowitz said. “They’re going to do what they have to do”. . . .

Pretty much as I wrote earlier, in fact.

FTC Makes Second Request of Merck and Schering-Plough


As expected, the companies have received a so-called “second request” for information on competitive overlaps — under the Hart Scott Rodino Antitrust Improvements Act (“HSR”, for short). Significantly — apparently the companies have, as yet, made no EU Commission filing, at all — and that is also a “tiger with a rather long tail“.

What is not yet known is what areas of the businesses, other than Animal Health, are under review at FTC/DoJ. I had earlier predicted (in a reply-comment to this post) a rather broad and voluminous second request — we may be able to infer how sweeping the second request is, by seeing how long it takes the companies to refile. Each company will very likely announce when they have complied with the second request, so that the investing public will be able to start the clock on the FTC’s 30 day response time.

From Merck’s presser of this morning:

. . . .Merck and Schering-Plough intend to cooperate fully with the FTC to obtain approval of the transaction as expeditiously as possible. The transaction is subject to approval by Merck and Schering-Plough shareholders and the satisfaction of customary closing conditions and regulatory approvals, including expiration or termination of the applicable waiting period under the HSR Act, as amended, as well as clearance by the European Commission under the EC Merger Regulation and certain other foreign jurisdictions. Until the merger closes, both companies will continue to operate independently. . . .

I would be surprised if this transaction clears HSR without additional requests, and additional responses, after this “intitial” second request.