EC opens 10 days consultation on Sanofi-aventis acquisition of Merck's interest in Merial
The Official Journal of the European Union (OJEU) published on August 18th 2009 the notice of prior notification of concentration concerning French pharmaceutical Sanofi-Aventis, which would acquire control over Merial. Interested parties may submit their observations to the Commission within ten days of this publication.
On August 11th 2009, the Commission received a notification in accordance with the provisions of Regulation (EC) Nº 139/2004, concerning a proposed concentration whereby the company Sanofi-Aventis, France, take control over the American Merial, by way of acquisition of shares.
Under the definitive agreement, which was announced to have been signed on July 31st, Merck will sell its 50 percent interest in the companies' current animal health joint venture, Merial Limited (Merial), to Sanofi-aventis for $4 billion (US) in cash.
Main activities of the companies involved in the operation Sanofi-Avetis/Merial
- Sanofi-Aventis (Public, NYSE: Sny): French pharmaceutical group dedicated to research, development, manufacture and marketing of pharmaceuticals and vaccines for humans. With about 100,000 employees in over 100 countries, the turnover in 2008 amounted to 27.6 billion Euros. The company offers a wide range of pharmaceutical products including prescription medicines, consumer health (OTC) and generics. It is a world leader in the manufacture of vaccines for humans.
- Merial (NYSE: MRK): Formed in 1997, Merial is a leading animal health company that is a 50/50 joint venture between Merck and sanofi-aventis. Following the close of the transaction, sanofi-aventis will own 100 percent of Merial. The company is dedicated to research, development, manufacture and supply of innovative pharmaceuticals and vaccines for animals.
In addition to the Merial agreement, Merck, sanofi-aventis and Schering-Plough announced the signing of a call option agreement. Under the terms of the call option agreement, following the closing of the Merck/Schering-Plough merger, sanofi-aventis would have an option to combine the Intervet/Schering-Plough Animal Health business with Merial to form an animal health joint venture that would be owned equally by the new Merck and sanofi-aventis.
On preliminary examination, the Commission finds that the notified transaction could fall within the scope of Regulation (EC) Nº 139/2004. However, the final decision on this point is reserved. Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) Nº 139/2004 it should be noted that this case is a candidate for treatment under the procedure set out in the Notice.
The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission. Observations must reach the Commission not later than 10 days following the date of its publication in the OJEU.
Observations can be sent to the Commission by fax (+32 22964301 or 22967244) or by post:
Reference number COMP/M.5614 — Sanofi-Aventis/Merial
European Commission
Directorate-General for Competition
Merger Registry
J-70
1049 Bruxelles/Brussel
BELGIQUE/BELGIË