CCI Approves the Proposed Combination of GSK and Pfizer’s Consumer Healthcare Products into a New JV Co.

On May 22, 2019, CCI approved the merger of certain consumer healthcare products of GlaxoSmithKline Plc. (‘GSK’) and Pfizer Inc. (‘Pfizer’, together with GSK referred to as ‘Parties’) into a new incorporated entity, New JV Co, with GSK (indirectly) and Pfizer holding 68% and 32% shares in the New JV Co., respectively (‘Proposed Combination’).[1]

GSK is a pharmaceutical company engaged globally in research, development, manufacturing, and marketing of medicines. The consumer healthcare products (‘GSK CH Business’) of GSK in India were housed in two separate entities and would be contributed to the New JV Co. by way of the Proposed Combination. Pfizer is a pharmaceutical company engaged in research, development, manufacturing, and marketing of medicines and its consumer healthcare products (‘Pfizer CH Business’) were being contributed to the New JV Co.

CCI noted the overlap between the Parties’ business activities in three product categories: (i) Non-narcotics and anti-pyretics (including paracetamol + caffeine); (ii) antacids and anti-flatulents; and (iii) calcium preparations along with colecalciferol solids. Based on the IQVIA-IMS India Database, which adopts European Pharmaceutical Marketing Research Association’s anatomical therapeutic chemical (‘ATC’) classification of medicine, CCI noted that the overlaps were at ATC3 level and ATC4 level. CCI also noted that Ayurvedic medicines are not a direct substitute of the allopathic medicines and therefore, excluded the ENO, an ayurvedic product being contributed by GSK to the New JV Co.

Further, CCI defined the relevant geographic as ‘whole of India’ and assessed the retained and contributed products of GSK and Pfizer to the New JV Co. at ATC 3 and ATC 4 level.

Despite the high combined market shares in all three categories, CCI allowed the Proposed Combination after considering the presence of multiple competitors having more or competing market shares in all three categories, which ensured the presence of competitive restraint in all the relevant markets. CCI also noted that no vertical overlap existed between the business activities of the Parties. Finally, in the absence of any likely AAEC being caused as the result of the Proposed Combination, CCI decided that the exact delineation of the relevant market may be left open.

[1] Combination Registration No. C-2019/03/654

Published In:Inter Alia Special Edition- Competition Law - August 2019 [ English
Date: August 7, 2019