European Commission Clears Planned Acquisition of Solvay Pharma by Abbott, Subject to Conditions

The Commission's investigation found that competition concerns could be excluded in the pharmaceutical markets, due to the limited horizontal overlaps between the parties' activities and the lack of high market shares.

12 Feb 2010 --- The European Commission has approved under the EU Merger Regulation the proposed acquisition of Solvay Pharma of Belgium by Abbott Laboratories of the USA. The decision is conditional upon the divestment of the Cystic Fibrosis testing business of Solvay Pharma's subsidiary Innogenetics in the European Economic Area (EEA). The Commission had concerns that the parties' high combined market shares in the field of Cystic Fibrosis testing could have harmed competition on the markets. In the light of the commitments, the Commission concluded that the transaction would not significantly impede effective competition in the EEA or any substantial part of it.

Abbott is a global company active in pharmaceutical products, nutritional products, medical devices and diagnostics products. Solvay Pharma is the pharmaceutical division of Solvay S.A. Solvay Pharma is also active in the in-vitro diagnostic ("IVD") sector pursuant to the acquisition in 2008 of Innogenetics N.V., a Belgian biotechnological company active in the diagnostic field. IVD systems comprise dedicated items of equipment and reagents that allow tests for various diseases to be carried out (e.g. from samples of tissue or blood).

The Commission's investigation found that competition concerns could be excluded in the pharmaceutical markets, due to the limited horizontal overlaps between the parties' activities and the lack of high market shares.

The Commission also investigated the potential effects of the proposed transaction on IVD markets. Competition concerns could be excluded in most of these markets due to generally small increments and the presence of a sufficient number of other credible competitors.

However, the Commission found that the proposed transaction – as originally notified – would have raised competition concerns in the area of Cystic Fibrosis testing on an EEA-wide level as well as in a number of Member States. In these markets, the parties' combined market shares would have been very high. The Commission was therefore concerned that customers would have to face higher prices and less choice.

To address the Commission's concerns, Abbott offered to divest the Cystic Fibrosis testing business of Innogenetics in all EEA countries.

In view of these commitments, and following a market test, the Commission concluded that the transaction would no longer raise competition concerns.