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CADE conditionally clears the acquisition of the portfolio of medicines of Takeda by Hypera

ACC

The transaction was cleared subject to the signing of an agreement intended to mitigate competition concerns
published: Jan 21, 2021 10:09 AM last modified: Jan 21, 2021 10:14 AM

In the Tribunal session that took place this Wednesday (20 January), the Administrative Council for Economic Defense (CADE) cleared the acquisition of a set of medicines of the firm Takeda Pharmaceuticals International by the firm Hypera. The transaction involves the holding and commercialisation, by Hypera, of product lines such as Dramin, Nebacetin, Neosaldina, Eparema, Xantinon, Nenê-Dent, Albocresil, Venalot, Ad-Til, Alektos and Nesina. The transaction was cleared subject to the signing of an agreement intended to mitigate competition concerns.

 Hypera is a Brazilian pharmaceutical enterprise operating in all significant segments of the field, and is divided into three core businesses: prescription medicine, under the brand Mantecorp Farmasa; healthcare products, which comprises prescription-free medicines and nutritional supplements; and, similar and generic medicines, under the brand Neo Química.

 Takeda, on the other hand, is a multinational biopharmaceutical enterprise, based in Japan, that focuses its research and development efforts into four therapeutic areas: oncology, rare diseases, neuroscience and gastroenterology. Takeda also makes targeted R&D investments in plasma-derived therapies and vaccines.

 The transaction will involve the acquisition, by Hypera, of the total shares of a new firm to be incorporated in Brazil that, upon completion of the transaction, will hold the target product lines of the brand, as well as tangible and intangible assets hitherto hold by Takeda, its affiliates and subsidiaries.

 Merger Control Agreement

 On her review of the case, Commissioner Paula Azevedo, who was assigned the role of Rapporteur of the case, concluded that believing the firm could exercise market power in all the fields involved in the transaction would be unrealistic, considering the significant participation of many players in the Brazilian market that could meet the needs of possible demand diversion, the strong presence of similar and generic medicines, among other factors.

 Besides, the Rapporteur considered in her vote that the remedies proposed by the firms on the Merger Control Agreement (ACC in its acronym in Portuguese) would be adequate and efficient to mitigate any competition concerns.

In the application submitted to CADE, the firms committed to selling the products Xantinon and Xantinon Complex, held by Takeda, and all intangible assets, such as intellectual property, sanitary registrations and the required know-how for the production process. The measure was adopted as a way to mitigate the competition concerns in the market of hepatic protectors and lipotropic medicines that were at risk due to a high joint participation of the firms in a post-merger scenario. The products sale was cleared by CADE in October.

 "I understand that the Merger Control Agreement proposed by the applicants follows the guidelines suggested by the Office of the Superintendent General, as well as the recommendations of the Guide for Antitrust Remedies, which is why I consider it is adequate and efficient to mitigate the competition concerns derived from the transaction," stated the Commissioner. The majority of the Tribunal agreed with the Rapporteur's opinion.