European Commission - Press release
Mergers: Commission approves acquisition of Phadia by Thermo Fisher
Brussels, 19 August - The European Commission has cleared under the EU Merger Regulation the proposed acquisition of CB Diagnostics Holding AB, the holding company of Phadia Holding AB ("Phadia", Sweden), by Thermo Fisher Scientific Inc. (“Thermo Fisher”, US). The Commission concluded that the transaction would not raise competition concerns, because the parties are not close competitors and the merged entity would be constrained by sufficient number of third party competitors active in in vitro autoimmune diseases diagnostics.
The Commission examined the transaction's impact on the in vitro immunochemistry diagnostics sector, and in particular in the supply of in vitro autoimmune diseases assays, including thyroid autoimmune disease assays, where both parties are active. The transaction leads to relatively high market shares in several number of Member States within autoimmune disease testing considering either (i) the overall category of autoimmune disease testing; and/or (ii) thyroid autoimmune disease testing; and/or (iii) individual thyroid autoimmune assays. However, after investigating the proposed transaction, the Commission determined that the parties are not close competitors and are currently primarily constrained by other competitors, which would continue to constrain the merged entity.
The Commission also analysed the vertically affected markets arising due to Thermo Fisher's position upstream in the markets for supply of certain raw materials and contract manufacturing services, and concluded that the merged entity is unlikely to foreclose access to inputs and raise downstream output prices, as there are alternative upstream suppliers, sufficient number of downstream competitors and insufficient incentives for the merged entity to foreclose inputs.
The Commission, therefore, concluded that the transaction would not significantly impede effective competition in the European Economic Area (EEA)1 or any substantial part of it.
The operation was notified to the Commission on 12 July 2011.
Companies and products
Thermo Fisher is a US-based company offering a wide range of laboratory and life science instruments and related products and services, including in vitro diagnostics systems. Phadia is active in vitro allergy testing and autoimmunity diagnostic testing.
The parties activities are mainly complementary in nature, although both parties offer products for thyroid autoimmune disease testing.
Merger control rules and procedures
The Commission, in 1989, was given the power to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Art 1 of the Merger Regulation). Its duty is to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.
The Commission clears the vast majority of mergers without conditions and only accepts remedies or prohibits mergers when the notified transaction would lead to a significant impediment to competition and make consumers worse off.
From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).
EU merger clearance does not prejudge the result of other possible probes under State aid or antitrust rules.
A non-confidential version of today's decision will be available at:
Amelia Torres (+32 2 295 46 29)
Marisa Gonzalez Iglesias (+32 2 295 19 25)
Maria Madrid Pina (+32 2 295 4530)
The EU plus Iceland, Liechtenstein and Norway.