Commission approves Novo Holdings’ acquisition of Catalent

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The European Commission has approved unconditionally, under the EU Merger Regulation, the proposed acquisition of Catalent by Novo Holdings. The Commission concluded that the transaction would not raise competition concerns in the European Economic Area (‘EEA’).

Novo Holdings is the ultimate owner of Novo Nordisk, a pharmaceutical company focused on the treatment of chronic diseases including obesity and diabetes. Catalent is a contract development and manufacture organisation (‘CDMO’) that develops and manufactures medicines on behalf of pharmaceutical companies.

The Commission’s investigation

The Commission investigated the impact of the transaction on the markets for the supply of (i) pre-filled syringes; and (ii) orally disintegrating tablets (‘ODTs’).

Novo Nordisk supplies its blockbuster anti-diabetic and weight loss products Ozempic and Wegovy in the form of pre-filled syringes. Additionally, another Novo Holdings subsidiary, Orexo, supplies Zubsolv, which is indicated for the treatment of opioid dependence, in ODTs format. Catalent supplies pre-filled syringes and ODTs to the pharmaceutical industry, including Novo Holding’s subsidiaries.

Based on its market investigation, the Commission found that:

• Customers of pre-filled syringes will continue to have access to a number of significant, credible CDMOs after the transaction, including Thermo Fisher, Vetter, Pfizer CentreOne among others, and thus the transaction would not lead to customers lacking sources of supply alternative to Catalent. In addition, the Commission found that there is sufficient spare capacity in the market.
• Customers for ODTs will continue to have sufficient alternatives to Catalent, as well as the possibility to switch between CDMOs. In addition, the Commission found that alternative drug formats (e.g. conventional tablets, loosely compressed tablets and capsules) exert competitive pressure on ODTs, because ODTs customers could ultimately switch to suppliers of these other formats.

The Commission therefore concluded that the proposed merger would not raise competition concerns on any of the markets examined in the EEA or on any substantial part of it. It therefore cleared the transaction unconditionally.

Companies and products

Novo Holdings, headquartered inDenmark, is the controlling shareholder of Novo Nordisk, a global healthcare company with a focus on developing treatments for metabolic disorders such as diabetes and obesity, as well as chronic diseases such as haemophilia and growth disorders.

Catalent, headquartered in the US, is a global CDMO. It provides third-party development and manufacturing solutions to companies in the pharmaceutical, biotech, and consumer health industries.

Merger control rules and procedure

The transaction was notified to the Commission on 31 October 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 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).

For More Information

More information will be available on the Commission’s competition website, in the public case register under the case number M.11486.