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IP/09/210
Brussels, 4th February 2009
Mergers:
Commission
clears
Sanofi-Aventis'
proposed acquisition of Zentiva, subject to
conditions
The European Commission has approved under the EU Merger Regulation
the proposed acquisition of the Czech generic pharmaceuticals firm Zentiva
by Sanofi-Aventis Europe of France, a producer of originator medicines. To
remedy the Commission's competition concerns in different therapeutic
areas on a number of national markets, Sanofi-Aventis committed to divest
fifteen drugs in the Czech Republic, the Slovak Republic, Romania, Bulgaria,
Hungary and Estonia. In the light of these commitments, the Commission
concluded that the proposed transaction would not cause competition
concerns in the European Economic Area (EEA) or any substantial part of it.
Sanofi-Aventis is a global pharmaceutical group engaged in the research,
development, manufacture and marketing of healthcare products both throughout the
EU and worldwide. The main activities of Sanofi-Aventis are originator
pharmaceuticals and vaccines for humans. Zentiva is a pharmaceutical group active
in the Central and Eastern European Member States focused on the development,
manufacturing and marketing of branded generic pharmaceutical products for the
treatment of cardiovascular diseases, pain, diseases of the central nervous system,
alimentary and genito-urinary tract diseases and inflammatory conditions. Generic
medicines are equivalent to original medicines and sold once the patent for the latter
has expired.
The Commission's investigation covered over 100 national pharmaceuticals markets
in Central and Eastern European Member States on which the parties' activities
overlap. The Commission found that competition concerns could be excluded in
most of these markets, in general because Sanofi-Aventis' and Zentiva's joint market
shares are moderate and a sufficient number of competitors would remain in the
markets after the proposed transaction.
However, the Commission found that the transaction – as originally notified – would
have raised competition concerns for 15 pharmaceuticals markets in the Czech
Republic, Slovakia, Romania, Bulgaria, Hungary and Estonia. In these cases, there
was a risk that the transaction would have reduced choice and/or led to higher prices
for hospitals, patients and the State treasury.
To address the Commission's concerns, Sanofi-Aventis offered to divest its Maalox
business in Romania, its Ercefuryl business in the Czech Republic and its Trental
business in the Czech Republic, Slovakia and Estonia. In addition, Sanofi-Aventis
offered to divest Zentiva's Papaverinium business in Hungary, its Scobutil and Sulfat
de Atropina business in Romania, its Flavobion business in the Czech Republic and
the Slovak Republic, its Vasocardin, Betaxa and Tenoloc business in the Czech
Republic, its Fokusin, Penester and Zoxon business in Estonia, its Zopiclon business
in Bulgaria and its Hypnogen business in the Czech Republic, Slovakia and Estonia.
The drugs concerned by the remedies treat the following conditions:
Maalox – digestive problems, flatulence
Ercefuryl – acute diarrhoeal diseases
Trental – improving blood circulation
Papaverinium, Scobutil, Sulfat de Atropina – cramps and spasms, particularly of the
digestive system
Flavobion – liver disease
Vasocardin, Betaxa, Tenoloc - heart disease
Fokusin, Penester, Zoxon – benign prostate disease
Zopiclon, Hypnogen – sleeping pills
In view of and conditional upon these commitments, the Commission concluded that
the proposed transaction would no longer raise competition concerns.
More information on the case will be available at:
http://ec.europa.eu/competition/mergers/cases/index/m105.html#m_5253
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