C. R. Bard, Inc. ("Bard") and Becton, Dickinson and Company ("BD") are both US companies active globally in the supply of medical devices, including devices used in biopsies.
Commissioner Margrethe Vestager, in charge of competition policy, said: "The conditions we have imposed on this merger will help to ensure that millions of European patients and Member States' healthcare systems in the EU, will continue to enjoy access at fair prices to a variety of innovative medical devices – in this case devices that are key to diagnose and treat very serious medical conditions, such as cancer."
The Commission's competition concerns
The companies'activities are largely complementary but overlap in the markets for core needle biopsy devices and tissue markers, which are both used for the diagnosis of medical conditions such as breast cancer. The Commission examined the competitive effects of the proposed acquisition on these two markets:
- Core needle biopsy devices are used in procedures involving the removal of tissue samples for further analysis. Bard and BD are close competitors facing limited competitive pressure in this market. The Commission had concerns that the transaction, as initially notified, would have removed one of the few credible competitors of Bard and reduced choice and innovation in the area of core needle biopsy devices.
- Tissue markers are small items placed following biopsy procedures in breasts to help the physician re-locate the biopsy site for future reference. This is important in particular for follow-up treatment, surgery or for marking a lesion before chemotherapy treatment. Bard is the market leader with only a few competitors in this market. BD's tissue marker product under development could potentially compete with Bard in the near future. The Commission had concerns that the acquisition, as initially notified, would have eliminated a credible future competitor of Bard, and so was likely to reduce innovation in the area of tissue markers.
The proposed remedies
In order to address these concerns, BD committed to divest its:
- worldwide core needle biopsy business, including manufacturing equipment, finished goods inventory, and intangible assets required to produce the core needle biopsy products;
- development projects related to core needle biopsy products and tissue markers.
The Commission found that the proposed transaction, as modified by the commitments, would not raise competition concerns. This decision is conditional upon full compliance with the commitments.
Companies and products
BD is a US company, active globally in medical devices, particularly in the area of medication management, drugdelivery devices, diagnostic devices, infection prevention, diabetes management, genomics, and equipment for surgical as well as interventional procedures. BD entered the market for biopsy devices via the acquisition of CareFusion in 2015.
Bard is also a US company, active globally in the design, manufacturing, packaging, distribution and sale of medical, surgical, diagnostic and patient care devices. It offers in particular vascular, urology, oncology and surgical speciality products, including biopsy devices.
Merger control rules and procedures
The transaction was notified to the Commission on 30 August 2017.
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).