The South African competition authority recommended that the Competition Tribunal approve the deal with certain conditions.
The Commission has recommended that the Competition Tribunal (“Tribunal”) approves the proposed transaction whereby Aspen intends to acquire the Target Business, with conditions.
The primary acquiring firm, Aspen, is controlled by Aspen Pharmacare Holdings Limited (“Aspen Holdings”). Aspen Holdings is a public company listed on the Johannesburg Stock Exchange (JSE) and not controlled by any firms. Aspen Holdings, all firms controlled by it, Aspen and all firms directly and indirectly controlled by it, will collectively be referred to as the “Acquiring Group”.
✔️ Aspen Holdings manufactures, sells and distributes generic and branded pharmaceutical drugs in South Africa. It operates 24 manufacturing and packaging facilities across a number of countries, with its South African manufacturing and packaging operations taking place in Gqeberha, Cape Town and East London.
The primary target business is the marketing, promotion, sales and distribution rights relating to certain pharmaceutical products sold in South Africa by Ingelheim Pharmaceuticals Proprietary Limited (“Ingelheim SA”) (the “Target Products”) and five employees employed by Boehringer Ingelheim Proprietary Limited (“Boehringer SA”) (collectively referred to as the “Target Business”).
✔️ Ingelheim SA and Boehringer SA are controlled by Boehringer Ingelheim International GmbH (“BI International”), a limited liability company registered in Germany. BI International is controlled by the ultimate holding company of the Boehringer Ingelheim Group (the “BI Group”), C.H. Boehringer Sohn Grundstucksverwaltung GmbH & Co. KG. The BI Group controls the following entities in South Africa: Ingelheim SA; Boehringer SA; and Boehringer Ingelheim Animal Health South Africa (Pty) Ltd (“BI Animal Health SA”).
BI International is active in the development, manufacturing and sale of pharmaceutical products. It has research and development facilities at four sites (in Germany, Austria, Japan and the United States of America) and manufacturing facilities in 13 countries. BI International has no manufacturing facilities in South Africa. BI International exports products to South Africa which are marketed, sold and distributed through its wholly owned local subsidiary, Ingelheim SA.
The Commission is of the view that the proposed transaction is unlikely to substantially lessen or prevent competition in any market.
To address public interest concerns, the Acquiring Firm has undertaken to employ the Target Business’ five employees who are responsible for managing the portfolio of the Target Products. In addition, the Acquiring Firm has tendered a condition with a commitment to create new positions following the implementation of the proposed transaction.
