Brussels, 22 July 2013
Mergers: Commission approves acquisition of Swedish medical technology company Gambro by US rival Baxter, subject to conditions
The European Commission has authorised under the EU Merger Regulation the proposed acquisition of the Swedish dialysis equipment manufacturer Gambro by US rival healthcare company Baxter. The clearance is conditional upon the divestment of Baxter's continuous renal replacement therapy (CRRT) business which serves patients suffering from acute kidney failure. The Commission had concerns that the transaction as originally notified would have reduced effective competition on this market. The commitments submitted by Baxter adequately address these concerns.
The Commission's investigation showed that the transaction, as originally notified, would have combined two of the leading suppliers of CRRT equipment and consumables leading to very high market shares in a significant number of Member States. The Commission's investigation also showed that the combined entity would not face sufficient competitive constraints from other suppliers and that customers would have faced difficulties to switch to alternative suppliers.
In order to address these concerns, Baxter offered a number of commitments. It has undertaken to divest its global CRRT business, including employees, supply agreements, intellectual property rights, product and marketing authorisations and customer portfolio. In addition, Baxter has undertaken to set up a line for the production of fluids used in CRRT at a location of the purchaser's choice in the European Economic Area (EEA) or Switzerland. The proposed commitments completely remove the increment in market share that would have resulted from the transaction as originally notified and will enable the eventual purchaser of the CRRT business to operate a viable business in competition with Baxter and other market participants.
The Commission also examined the effects of the proposed transaction in the market for haemodialysis (HD), another treatment method for kidney dialysis. In contrast to CRRT, HD is generally administered to patients suffering from a chronic kidney condition. The Commission's investigation found that Baxter and Gambro are not particularly close competitors in HD and will continue to face, after the merger, significant competition from a range of dynamic market participants, notably Fresenius Medical Care.
The Commission therefore concluded that the transaction, as modified by the commitments offered by Baxter, would not raise competition concerns. The decision is conditional upon full compliance with the commitments.
The transaction was notified to the Commission on 3 June 2013.
Companies and products
Baxter is a US-based diversified healthcare company, active internationally, which develops, manufactures and markets products used in the treatment of patients suffering from haemophilia, immune disorders, infectious diseases, kidney disease, trauma, and other chronic and acute medical conditions.
Gambro is a Swedish medical technology company, active globally, which develops, manufactures and supplies products and therapies for haemodialysis (HD), continuous renal replacement therapy (CRRT), liver dialysis, myeloma kidney therapy, related water systems and other extracorporeal therapies for chronic and acute patients.
Both companies are active in the area of renal replacement therapy equipment and consumables in the EEA. Renal replacement therapies aim at treating patients who suffer from a serious chronic kidney disease or an acute kidney injury. Most chronic patients are treated by HD. HD is a technique whereby the patient's blood is pumped into an extracorporeal circuit, cleansed via a dialyzer before being returned to the body. Patients usually receive haemodialysis treatments several times a week typically in a hospital or dialysis centre.
CRRT is based on the same principles as HD, except that CRRT treatments are intended for acute patients and are administered 24 hours a day for several days in a row, usually in intensive care units. CRRT equipment and consumables are distinct from HD equipment and consumables.
Merger control rules and procedures
The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.
The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. 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).