Brussels, 23 May 2000
Commission approves merger between Pfizer and Warner-Lambert subject to commitments
The European Commission has approved the merger between US-based pharmaceutical companies Pfizer Inc and Warner-Lambert Inc creating one of the major global pharmaceutical companies with total revenues of US $ 27.7 billion. The approval was made possible after the companies addressed the Commission's competition concerns in a number of treatment areas.
The Commission's investigation revealed overlaps in a number of human pharmaceuticals.
Although in many areas those overlaps did not give rise to competition problems in others there were three markets where the merged entity, to be called Pfizer Inc, would have achieved very high market shares. Those are anti-Alzheimer products (N7D) in Austria, Belgium, Finland, Greece, Luxembourg, Spain and Sweden; calcium antagonists (C8A) in Austria; and antihelmintics, excluding schistomicides (P1B), in Germany and Austria.
In the market for anti-Alzheimer products, the parties would have attained very high market shares in many Member States, ranging from 60% to almost 100%. Pfizer's product ARICEPT is currently regarded as the gold standard in this category. Although the investigation showed that Alzheimer's disease proves to be an attractive market for future research and development, the Commission considered it uncertain whether the pipeline products currently under development would be able to be viable competitors in the future.
In order to restore competition, the parties offered to divest all assets relating to Warner-Lambert's rival product COGNEX. The proposed undertaking will remove the entire overlap between the parties in this market.
Calcium antagonists (C8A) are used primarily for the treatment of high blood pressure and angina. The parties' combined market share in Austria on this market would have exceeded 50% and the investigation showed that competition from generic products is relatively weak, that the parties' combined market share has increased during the recent years and that the leading competitor would only have had about one third of the parties aggregated market share.
In order to remove any concerns, the parties proposed to outlicence Warner-Lambert's drug DILZEM in Austria. This undertaking will remove the entire overlap between Pfizer and Warner-Lambert on this market.
Serious doubts also arose in the field of antihelmintics, excluding schistomicides (P1B), in Austria and Germany. This class of pharmaceuticals aims at the destruction of worms and larvae in the gastro-intestinal tract. In both countries, the parties' aggregated market share was close to 50%. The Commission considered that the present market conditions - characterised by declining demand and established players - constitute a powerful barrier to entry for potential competitors. The Commission noted in particular that there are no generic products on the market and that there has been no new product launch for more than 10 years.
In order to remove the competition concerns of the Commission, the parties committed themselves to transfer all the assets relating to either HELMEX/COMBANTRIN (Pfizer) or VANQUIN (Warner-Lambert) to an unassociated third party in Austria and Germany. This undertaking would remove the entire overlap between the parties.
The Commission considers that the undertakings are sufficient to eliminate serious doubts arising from the transaction. They have also been supported by third parties in the Commission's market test. Therefore, the Commission has decided to declare the notified concentration compatible with the common market and the functioning of the European Economic Area agreement.