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European Commission - Press release

Mergers: Commission clears acquisition of Boehringer Ingelheim's consumer health business by Sanofi, subject to conditions

Brussels, 4 August 2016

The European Commission has approved under the EU Merger Regulation the proposed acquisition of the consumer health business of Germany's Boehringer Ingelheim by Sanofi of France, subject to conditions. Both companies are active in the pharmaceutical industry.

The decision is conditional upon the divestment of a number of Sanofi's and Boehringer Ingelheim's businesses in the Czech Republic, Estonia, France, Hungary, Greece, Ireland, Latvia, Poland and Slovakia. The Commission had concerns that the transaction, as initially notified, would have reduced competition on the markets for several pharmaceutical products. The commitments offered by Sanofi address these concerns.

The Commission's investigation

The Commission examined the effects of the proposed transaction on competition in several therapeutic areas, in particular gastro-intestinal treatments, coughs and colds, pain and mobility, cardiac stimulants, vitamins and well-being.

Most of the products where the companies' activities overlap are consumer health products that can be bought without a doctor's prescription, i.e. so-called over-the-counter ("OTC") products.

The investigation found no competition concerns for the majority of the products. However, the Commission identified a few markets where thetwo companies have very strong brands and with a lack of alternatives to the companies' products:

Product(s)

Market(s)

Antispasmodics

Czech Republic, Estonia, Hungary, Latvia, Poland and Slovakia

Anti-constipation

Czech Republic

Chesty cough

Greece (OTC), Ireland (on prescription)

Headache

France

In these markets, the Commission had concerns that the merger, as initially notified, could have led to higher prices and less choice for customers.

The commitments

To address these concerns, Sanofi offered to divest either its own or Böhringer Ingelheim's local businesses in the markets concerned, including the relevant marketing authorisations, customer information and brands, and personnel.

This package of commitments addresses all of the Commission's competition concerns. The Commission's decision to approve the transaction is conditional upon full compliance with the commitments.

The transaction was notified to the Commission on 15 June 2016.

Companies and products

Sanofi is a global pharmaceutical company active in research, development, manufacturing and sale of healthcare products. Within pharmaceuticals, Sanofi specialises in diabetes, rare disease and multiple sclerosis, oncology and other pharmaceutical products, including both prescription and over-the-counter products.

The Boehringer Ingelheim consumer health business is active worldwide and is focused mostly on gastro-intestinal treatments, cough and cold products, vitamins and well-being products, as well as pain and mobility medicines, sold over-the-counter.

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). This deadline is extended to 35 working days in case remedies are submitted by the Parties, such as in this case.

More information will be available on the competition website, in the Commission's public case register under the case number M.7919.

IP/16/2723

Press contacts:

General public inquiries: Europe Direct by phone 00 800 67 89 10 11 or by email


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