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Brussels, 4th February 2009

Mergers: Commission clears Sanofi-Aventis' proposed acquisition of Zentiva, subject to conditions

The European Commission has approved under the EU Merger Regulation the proposed acquisition of the Czech generic pharmaceuticals firm Zentiva by Sanofi-Aventis Europe of France, a producer of originator medicines. To remedy the Commission's competition concerns in different therapeutic areas on a number of national markets, Sanofi-Aventis committed to divest fifteen drugs in the Czech Republic, the Slovak Republic, Romania, Bulgaria, Hungary and Estonia. In the light of these commitments, the Commission concluded that the proposed transaction would not cause competition concerns in the European Economic Area (EEA) or any substantial part of it.

Sanofi-Aventis is a global pharmaceutical group engaged in the research, development, manufacture and marketing of healthcare products both throughout the EU and worldwide. The main activities of Sanofi-Aventis are originator pharmaceuticals and vaccines for humans. Zentiva is a pharmaceutical group active in the Central and Eastern European Member States focused on the development, manufacturing and marketing of branded generic pharmaceutical products for the treatment of cardiovascular diseases, pain, diseases of the central nervous system, alimentary and genito-urinary tract diseases and inflammatory conditions. Generic medicines are equivalent to original medicines and sold once the patent for the latter has expired.

The Commission's investigation covered over 100 national pharmaceuticals markets in Central and Eastern European Member States on which the parties' activities overlap. The Commission found that competition concerns could be excluded in most of these markets, in general because Sanofi-Aventis' and Zentiva's joint market shares are moderate and a sufficient number of competitors would remain in the markets after the proposed transaction.

However, the Commission found that the transaction – as originally notified – would have raised competition concerns for 15 pharmaceuticals markets in the Czech Republic, Slovakia, Romania, Bulgaria, Hungary and Estonia. In these cases, there was a risk that the transaction would have reduced choice and/or led to higher prices for hospitals, patients and the State treasury.

To address the Commission's concerns, Sanofi-Aventis offered to divest its Maalox business in Romania, its Ercefuryl business in the Czech Republic and its Trental business in the Czech Republic, Slovakia and Estonia. In addition, Sanofi-Aventis offered to divest Zentiva's Papaverinium business in Hungary, its Scobutil and Sulfat de Atropina business in Romania, its Flavobion business in the Czech Republic and the Slovak Republic, its Vasocardin, Betaxa and Tenoloc business in the Czech Republic, its Fokusin, Penester and Zoxon business in Estonia, its Zopiclon business in Bulgaria and its Hypnogen business in the Czech Republic, Slovakia and Estonia.

The drugs concerned by the remedies treat the following conditions:

Maalox – digestive problems, flatulence

Ercefuryl – acute diarrhoeal diseases

Trental – improving blood circulation

Papaverinium, Scobutil, Sulfat de Atropina – cramps and spasms, particularly of the digestive system

Flavobion – liver disease

Vasocardin, Betaxa, Tenoloc - heart disease

Fokusin, Penester, Zoxon – benign prostate disease

Zopiclon, Hypnogen – sleeping pills

In view of and conditional upon these commitments, the Commission concluded that the proposed transaction would no longer raise competition concerns.

More information on the case will be available at:

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