The Federal Trade Commission has ended the obligation of Pasteur Merieux Serums & Vaccins S.A. to obtain FTC approval before acquiring any company that manufactures or sells in the United States any human vaccine also manufactured by Merieux. In its place, the FTC will require Merieux to simply notify the FTC before going ahead with such an acquisition. This substitute prior-notice requirement does not apply to any acquisition valued at less than $2 million.
Merieux (formerly Institut Merieux S.A.) is a French pharmaceutical firm. The prior-approval provision at issue was included in a 1990 consent order that Merieux signed to settle FTC charges that its acquisition of Connaught BioSciences, Inc. would violate federal antitrust laws. The FTC alleged at the time that the acquisition would enable Merieux to dominate the U.S. market for rabies vaccine and substantially reduce competition in the U.S. market for injectable polio vaccine.
Merieux filed a petition with the FTC in July 1995 asking the Commission to set aside the prior approval requirement, in keeping with the Commission's new prior approval policy. Under that policy, the Commission no longer routinely includes prior- approval provisions in orders stemming from merger cases, and presumes the public interest requires reopening such provisions in outstanding merger orders to make them consistent with the policy.
In modifying the order to require prior notice of covered acquisitions, the Commission said that the record in this case shows a credible risk that Merieux could engage in future anti- competitive acquisitions that otherwise would not be reportable to the FTC in advance. Specifically, the FTC mentioned the small size of the relevant vaccine markets and the industry's use of business arrangements that may not be reportable to the federal antitrust agencies under the Hart-Scott-Rodino pre-merger notification statute.
The Commission vote to reopen and modify the order was 5-0.
Copies of the Commission order reopening and modifying the 1990 consent order, as well as the 1990 order and other documents associated with this case, are available from the FTC's Public Reference Branch, Room 130, 6th Street and Pennsylvania Avenue, N.W., Washington, D.C. 20580; 202-326-2222; TTY for the hearing impaired 1-866-653-4261. To find out the latest news as it is announced, call the FTC NewsPhone recording at 202-326-2710. FTC news releases and other materials also are available on the Internet at the FTC's World Wide Web site at: http://www.ftc.gov
(FTC Docket No. C-3301)