CADE’s General Superintendence concludes opinion on GSK/Novartis transaction

The General Superintendence of the Administrative Council for Economic Defense – CADE issued an opinion on 12 February 2015 recommending to the Tribunal the approval of a joint venture between the companies GlaxoSmithKline PLC. – GSK and Novartis AG (Merger file no. 08700.008607/2014-66) conditioned to the signature of a Merger Control Agreement (ACC for its acronym in Portuguese). With the transaction, GSK will own 63,5% and Novartis 35,5% of the joint venture’s shares.

The global partnership of the companies intends the trade of over the counter products, which can be purchased without a medical prescription.

According to the opinion, the transaction would result in horizontal overlap (when the economic agents act in the same relevant markets) in the sectors of dermatological antifungals, non-narcotic analgesics, antipyretics, and anti-smoking products. However, the Superintendence verified that the merger could create high concentration only in the anti-smoking medication’s market.

To solve potential competition concerns, the companies proposed to the agency the signature of a Merger Control Agreement in which they commit to divest a package of assets related to GSK’s main anti-smoking product traded in Brazil. This product is sold nationally in patches and tablets. The package to be divested includes tangible and intangible assets, such as intellectual property rights, licenses and contracts.

The transaction, notified in October 2014, is to be tried by CADE’s Tribunal, responsible for the final decision. The merger file was addressed to Commissioner Márcio de Oliveira Júnior, who will report the case. The legal term for the decision is 240 days, extendable for 90 more days.