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India – CCI Clears Acquisition Of GMC By GE.

10 April, 2014

 


On February 20, 2014, CCI cleared the proposed acquisition of the entire share capital of GMC Consolidation LLC (‘GMC’) by General Electric Company (‘GE’) from Thermo Fisher Scientific Inc. (‘Thermo Fisher’). GMC is a wholly owned subsidiary of Thermo Fisher.

 
As per the Purchase and Sale Agreement (‘SPA’) dated December 24, 2013, as amended by an amendment agreement dated January 13, 2014 entered into by GE, Thermo Fisher and GMC (‘Parties’), GE sought to acquire the entire share capital of GMC from Thermo Fisher. GE also sought to acquire three businesses owned by Thermo Fisher: (i) Cell culture sera & media products (‘Cell Culture Business’); (ii) Gene modulation including gene silencing technologies (‘Gene Silencing Business’); and (iii) Magnetic particles under “Sera Mag” & “Sera-Mag Speedbeads” brands (‘Magnetic Beads Business’) (collectively referred to as ‘Divestment Business’). As per the SPA, the assets of the Divestment Business and shares of Thermo Fisher’s subsidiaries engaged in the Divestment Business would be transferred to GMC and the assets and shares of other businesses would be retained by Thermo Fisher. The proposed acquisition would result in GMC becoming a part of GE Healthcare Life Sciences, a unit of GE.

 
CCI observed that proposed acquisition has been contemplated pursuant to certain conditions imposed in relation to the acquisition by Thermo Fisher of Life Technologies Corporation (‘Thermo Fisher-Life Transaction’), by some of the jurisdictions through their respective decisions. One such commitment was pertaining to the divestiture by Thermo Fisher of its Cell Culture, Magnetic Beads and Gene Silencing Businesses.

 
CCI took note of the fact that GE through its unit GE Healthcare offers technologies, tools and services for manufacture of biopharmaceuticals, vaccines and cell therapies for biomedical research and after the proposed acquisition. CCI defined the relevant market as market for “cell culture (sera and media), magnetic beads, and gene silencing products in India”. Further, CCI observed that Thermo Fisher is active in the market of cell culture, magnetic beads and gene silencing products in India, whereas GE is active in market of only cell culture and magnetic beads in India.

 
CCI, while assessing the proposed acquisition, carried out a comparative analysis and observed that with respect to market for: (i) Cell culture business in India, the combined market share of Parties is insignificant; (ii) Magnetic beads business in India, the combined market share of Parties is insignificant; and (iii) Gene silencing business in India, there is no horizontal overlap between the products of the Parties as only Thermo Fisher is active in Gene silencing business.

 
In light of the above, CCI held that the proposed acquisition is not likely to have any AAEC and approved the transaction.

 

AZB

 

For further information, please contact:

 

Zia Mody, AZB & Partners
zia.mody@azbpartners.com

 

Abhijit Joshi, AZB & Partners 
abhijit.joshi@azbpartners.com


Shuva Mandal, AZB & Partners 

shuva.mandal@azbpartners.com

 

Samir Gandhi, AZB & Partners
samir.gandhi@azbpartners.com


Percy Billimoria, AZB & Partners 

percy.billimoria@azbpartners.com

 

Aditya Bhat, AZB & Partners 
aditya.bhat@azbpartners.com

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