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Case No COMP/M.5476 - PFIZER/ WYETH

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Case No COMP/M.5476 - PFIZER/ WYETH EN Case No COMP/M.5476 - PFIZER/ WYETH Only the English text is available and authentic. REGULATION (EC) No 139/2004 MERGER PROCEDURE Article 6(1)(b) in conjunction with Art 6(2) Date: 17/07/2009 In electronic form on the EUR-Lex website under document number 32009M5476 Office for Official Publications of the European Communities L-2985 Luxembourg COMMISSION OF THE EUROPEAN COMMUNITIES Brussels, 17.07.2009 SG-Greffe(2009) D/4336 C(2009) 5874 In the published version of this decision, some PUBLIC VERSION information has been omitted pursuant to Article 17(2) of Council Regulation (EC) No 139/2004 concerning non-disclosure of business secrets and other confidential information. The omissions are MERGER PROCEDURE shown thus […]. Where possible the information ARTICLE 6(1)(b) DECISION omitted has been replaced by ranges of figures or a IN CONJUNCTION WITH general description. ARTICLE 6(2) To the notifying party: Dear Sir/Madam, Subject: Case No COMP/M.5476 - PFIZER/ WYETH Notification of 29 May 2009 pursuant to Article 4 of Council Regulation No 139/2004 1. On 29 May 2009, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/20041 ("the Merger Regulation") by which the undertaking Pfizer Inc. ("Pfizer"), United States of America ("USA"), acquires - within the meaning of Article 3(1)(b) of the Merger Regulation - sole control of the whole of the undertaking Wyeth2, USA, by way of purchase of shares. 2. The Commission has concluded that the notified operation falls within the scope of the Merger Regulation. Having finalised its first-phase market investigation, the Commission concluded that the notified operation raised serious doubts. During the course of the proceedings, Pfizer has submitted commitments in accordance with Article 6(2) of the Merger Regulation, which are designed to eliminate the competition concerns identified by the Commission. In the light of these modifications to the notified operation, the Commission concludes that the 1 OJ L 24, 29.1.2004 p. 1. 2 According to the Certificate of Corporation the name of the undertaking is Wyeth and is a corporation registered in the State of Delaware, USA. Restated Certificate of Corporation, 26.4.2007 as published on www.wyeth.com. Commission européenne, B-1049 Bruxelles / Europese Commissie, B-1049 Brussel - Belgium. Telephone: (32-2) 299 11 11. notified operation no longer raises serious doubts as to its compatibility with the common market and EEA Agreement. 1. THE PARTIES 3. Pfizer is a global research-based biomedical and pharmaceutical company active in discovering, developing, manufacturing, marketing and selling innovative medicines for humans and animals. Pfizer has a separate division dedicated to animal health products, Pfizer Animal Health. 4. Wyeth is a pharmaceutical and healthcare company active in the discovery, development, manufacturing and marketing of pharmaceuticals, vaccines, biotechnology products, nutritionals and non-prescription medicines worldwide. The company's main divisions include Wyeth Pharmaceuticals, Wyeth Consumer Healthcare and Wyeth's animal health division Fort Dodge Animal Health. 2. CONCENTRATION 5. Pfizer intends to acquire Wyeth in a cash-and-stock transaction at a total value of approximately USD 68 billion. A specially created Pfizer subsidiary will be merged with and into Wyeth. Each outstanding share of Wyeth common stock will be converted into the right to receive USD 33 in cash and 0.985 of a share of Pfizer common stock. Pfizer's shareholders will own approximately 84% and Wyeth's shareholders will own approximately 16% of the resulting entity, which will retain Pfizer's name. As a result of the transaction, Wyeth will become a wholly-owned subsidiary of Pfizer and Pfizer will thus acquire sole control over Wyeth. 6. The transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation. 3. COMMUNITY DIMENSION 7. Both undertakings concerned have a combined aggregate world-wide turnover exceeding EUR 5 billion3 (Pfizer: EUR 32,837 million, Wyeth: EUR 15,525 million). Each undertaking has a Community-wide turnover in excess of EUR 250 million (Pfizer: EUR […] million, Wyeth, EUR […] million). Neither Pfizer, nor Wyeth, achieve more than two-thirds of their aggregate Community-wide turnover within one and the same Member State. 8. The notified operation therefore has a Community dimension pursuant to article 1(2) of the Merger Regulation. 3 Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission Notice on the calculation of turnover (OJ C 66, 2.3.1998, p. 25). 2 4. COMPETITIVE ASSESSMENT 4.1. Introduction 9. The notified operation concerns a large number of markets in the field of human health as well as a very large number of markets in the field of animal health. 10. As regards human health pharmaceuticals, the merging Parties' activities are complementary to a relatively large extent, but substantial horizontal overlaps arise in several areas such as cancer treatments, antibiotics, tranquillisers and anti-depressants. In addition, the merging firms have a number of pipeline human health products, e.g. in the treatment of Alzheimer's disease. 11. In the field of animal health, there are substantial overlaps between the Parties' activities in a large number of markets for biologicals (in particular vaccines), pharmaceuticals and, to a limited extent, medicinal feed additives. In addition, the merging firms have a number of pipeline animal health products. 12. As in previous human health cases, the Parties were required to group all affected human pharmaceuticals markets in three categories. In order to ensure consistency, the Parties were requested to use the same groupings also for affected markets in animal health. These groupings are: Group 1: The Parties' joint market share exceeds 35% and the increment exceeds 1%. Group 2: The Parties' joint market share exceeds 35% but the increment is less than 1%. Group 3: The Parties' joint market share is between 15% and 35%. 3 13. The Commission has focused its investigation in particular on affected markets falling into category 1 ("Group 1 markets"). This decision summarises the outcome of the market investigation in all Group 1 markets and a number of markets where either one or both Parties have pipeline products which may be launched on markets where one or both Parties already have substantial market shares ("pipeline markets"). 14. For all other markets where the Parties' activities overlap and their joint market shares do not exceed 35% under any plausible market definition and/or where the increment is below 1%, competition concerns may be excluded. According to the market data provided by the Parties, there are no competition concerns. Also third Parties did not indicate that competition would be significantly impeded on any of these markets. It may therefore be concluded that none of these markets raises serious doubts as to its compatibility with the Common market and the EEA- agreement in the sense of Article 6(1)(c) of the Merger Regulation (hereafter referred to as "serious doubts").4 All affected markets in the fields of human health and animal health are listed in Annex 1 to this Decision. 4.2. Human Health Markets - Pharmaceuticals 4.2.1 Relevant Product Markets ATC classification 15. In previous decisions, the Commission noted that pharmaceuticals may be subdivided into therapeutic classes by reference to the "Anatomical Therapeutic Chemical" classification ("ATC"), devised by European Pharmaceutical Marketing Research Association ("EphMRA") and maintained by EphMRA and Intercontinental Medical Statistics ("IMS"). The ATC has 16 categories (A, B, C, D etc.) each with different levels. At the third ATC level ("ATC3") pharmaceuticals are grouped in terms of their therapeutic indication, i.e. their intended use. This level is generally used as the starting point for investigating and defining relevant product markets in competition cases, in particular, for competition between innovator companies. 16. However, it is appropriate to carry out analyses also at other ATC levels, or a mixture thereof, if the circumstances of a case show that sufficiently strong competitive constraints faced by the undertakings involved are situated at another level and there are indications that ATC3 class does not lead to a correct market definition.5 The Commission has previously departed from the ATC3 class in cases where the market investigation indicated that another market definition was more appropriate, for example the ATC4 class or medicines based on the same active pharmaceutical ingredient (molecule level) 6. 4 The Commission has previously used the same methodology for focussing its investigation, e.g. case COMP/M.5295 – Teva/Barr, para 23. 5 Case COMP/M.3751 – Novartis/Hexal. 6 See e.g. cases COMP/M.3751 – Novartis/Hexal and COMP/M.5295 – Teva/Barr. 4 Prescription pharmaceuticals and over-the-counter pharmaceuticals 17. In the past, the Commission has considered that drugs available over-the-counter ("OTC") – i.e. without prescription – normally belongs to a different product market than drugs available only on prescription.7 Medical indications, side effects, legal framework, distribution and marketing tend to differ between these drug categories, even if the active ingredients are sometimes identical. OTC pharmaceuticals may be advertised to the general public, whereas advertising of prescription pharmaceuticals is restricted
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