Legal Updates

Corporate Law – Mergers & Acquisitions - Competition Law - Conditional Clearance - Healthcare – Divestment of Business

The European Commission (EC) has granted conditional clearance to the share acquisition of Pfizer Inc.'s entire consumer healthcare division (PCH) by Johnson & Johnson (J&J) under Article 6(2) of the EC Merger Regulation. The acquisition gave control over PCH.  This constituted a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.  As part of the conditions attached to this acquisition, Johnson & Johnson agreed to divest its activities in three product markets:-

• over-the-counter topical dermatological anti-fungal formulations
• nicotine patches; and
• daily-use mouthwash

J&J is a group active worldwide in three business segments:
 

• consumer products;
• pharmaceuticals; and
• medical devices and diagnostics.

PCH is Pfizer’s worldwide business division active in personal care products and over-the-counter pharmaceutical products (“OTC products”). OTC products represent 70% to 80% of PCH’s revenues.  The EC believed that this divestiture took into account the interests of other viable businesses and addressed competition issues.