Commission clears acquisition of Viatris by Cooper, subject to conditions

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The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of the European over the counter (‘OTC’) business of Viatris Inc. (‘Viatris‘) by Cooper Consumer Health S.A.S. (‘Cooper‘). The approval is conditional upon full compliance with the commitments offered by the parties.

Viatris’ OTC European businessincludesa widerange pharmaceuticals products for personal hygiene. Cooper isultimately owned by CVC Capital Partners SICAV-FIS S.A. (‘CVC’) and, together with several CVC portfolio companies, manufactures and distributes OTC, consumer health and consumer self-care products.

The Commission’s investigation

The Commission’s investigation showed that the merger, as initially notified, would have reduced competition in the markets for certain pharmaceutical products, specifically laxative enemas for infants in Portugal and earwax removal products in Germany.

In particular, the Commission found that the transaction would have led to high combined market shares as well as high concentration levels in the affected markets. The Commission also found that post-merger there would not be sufficient potential competitors to exert sufficient competitive pressure on the merged entity.

The proposed remedies

To address the Commission’s competition concerns, the parties proposed to divest:

• Cooper’s rights, title and interests in its infant laxative medicine Bebegel. This includes the right to develop and manufacture Bebegel to sell or/and market it in any form in Portugal and, at the option of the purchaser, in France.
• Cooper’s rights, title and interests in its earwax removal productOtowaxol. This includes the right to develop and manufacture Otowaxol to sell or/and market it in any form in Germany and, at the option of the purchaser, in Ireland.

These commitments fully address the competition concerns identified by the Commission by creating opportunities for new competitors to enter and expand in the markets for these products and to grow as viable competitive rivals.

Following the positive feedback received in the context of the market test of the commitments, the Commission concluded that the transaction, as modified by the commitments, would no longer raise competition concerns.

The decision is conditional upon full compliance with the commitments. Under the supervision of the Commission, an independent trustee will monitor their implementation.

Companies and products

Viatris, headquartered in the US,is a global healthcare company which produces dosage forms, injectables, oral solid doses and active pharmaceutical ingredients. It produces medicines across a broad range of therapeutic areas.

Cooper, headquartered in France,is a consumer healthcare company. Cooper produces and markets, through its subsidiaries, various self-care products covering more than 30 OTC segments under different regulatory status, including those used for prevention, treatment, personal hygiene, diagnosis, and enhancements.

For More Information

The transaction was notified to the Commission on 3 May 2024.

The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the EU Merger Regulation ) and to prevent concentrations that would significantly impede effective competition in the European Economic Area 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). If commitments are proposed in Phase I, the Commission has 10 additional working days, bringing the total duration of a Phase I case to 35 working days, such as in this case.

More information will be available on the Commission’s competition website, in the public case register under the case number M.11383.

Quote(s)

Competitive pharmaceutical markets are crucial to ensure affordable access to medicines. The remedies offered by Viatris and Cooper will ensure that competition on these markets remains effective and that, ultimately, consumers in Portugal and Germany do not end up paying higher prices for certain pharmaceutical products.

Margrethe Vestager, Executive Vice-President in charge of competition policy