FTC has Ended the Obligation of Roche Holding Ltd. to Obtain Prior-Approval to Acquire an Interest Greater than One Percent in any Company Involved in the Market for Drug Abuse Testing (DAT) Products, and the Markets for Vitamin C, Human Growth Factor, or CD4-Based Therapeutics for the Treatment of AIDS/HIV
The Federal Trade Commission has ended the obligation of Roche Holding Ltd. to obtain prior-approval to acquire an interest greater than one percent in any company involved in the market for drug abuse testing (DAT) products, and the markets for Vitamin C, Human Growth Factor, or CD4-based therapeutics for the treatment of AIDS/HIV. The prior- approval requirements were included in two separate consent orders stemming from FTC charges that Roche's 1990 acquisition of a controlling interest of Genetech, Inc., a competitor in the market for the pharmaceutical products, and its 1994 acquisition of Syntex, and its subsidiary, Syva, a competitor with Roche in the market for DAT products, violated antitrust laws. The Commission replaced the prior- approval provision with a prior-notice requirement for specified Roche acquisitions in the 1990 pharmaceuticals order, and set aside the 1994 DAT order in its entirety.
Roche Holding, Ltd. is a Swiss Corporation with a subsidiary, Hoffmann La-Roche, located in Nutley, New Jersey. The company petitioned the FTC to reopen and set aside both the 1990 and 1994 orders, pursuant to the FTC'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 modifying such provisions in outstanding merger orders to make them consistent with the policy. The Commission sought public comments on the Roche petitions, and received none.
The modifying order announced by the Commission today deletes the prior-approval requirement but requires prior notification for 10 years of acquisitions of more than one percent of any company engaged in clinical development, manufacture or sale of Vitamin C, Human Growth Hormone or CD4. In modifying the 1990 order, the Commission said that in the case of these products the record in the case evidences a credible risk that the respondent could engage in future anticompetitive acquisitions that, absent the new notification requirement, would not be reported to the FTC under federal pre-merger notification law.
In setting aside the 1994 DAT order, the Commission said that it is unlikely that Roche could engage in a non-reportable transaction in the DAT market. Accordingly, because all the other obligations under the 1994 order have been satisfied, the Commission set aside the order in its entirety.
Copies of the Commission orders reopening and modifying the 1990 consent order and reopening and setting aside the 1994 order, as well as other documents associated with these matters, 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 Nos. C-3315, C-3542)