FTC Approves Final Order Requiring Grifols S.A. to Divest Assets as Condition of Acquiring Biotest US Corporation

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Following a public comment period, the Federal Trade Commission has approved a final order that settles charges that Grifols S.A.’s acquisition of Biotest US Corporation is anticompetitive and violates federal antitrust law. Grifols is a global healthcare company based in Spain. Biotest US is a healthcare company based in Florida.

According to the complaint, which was announced in August 2018, the acquisition, as originally proposed, would have given Grifols a monopoly in the markets for collection of human blood plasma in Lincoln, Nebraska, Augusta, Georgia, and Youngstown, Ohio. The settlement requires Grifols to divest its plasma collection centers in these three cities to KedPlasma, a subsidiary of Kedrion Biopharma Inc. Kedrion Biopharma is a leading manufacturer of protein products and is the fifth-largest producer of plasma proteins worldwide.

The complaint also alleged that, absent a remedy, the acquisition would have harmed the U.S. market for hepatitis B immune globulin, or HBIG, a plasma-derived injectable medicine that provides hepatitis B antibodies for preventing hepatitis B infections. Grifols supplies HBIG in the U.S. In December 2017, when Grifols announced its proposed acquisition of Biotest US, Biotest US owned 41 percent of ADMA Biologics, Inc., which has the largest share of HBIG sales in the U.S.

Biotest US has transferred its ownership share in ADMA to The Biotest Divestiture Trust, the parent company of Biotest US. Grifols is only acquiring Biotest US and not its parent, and under the acquisition, Grifols will not acquire any shares of ADMA. The consent agreement prohibits Grifols, without prior notification, from acquiring any ownership interest in ADMA or obtaining any rights to nominate or obtain representation on the ADMA Board of Directors.

The consent agreement also requires Grifols to provide prior notice to the Commission if it seeks to purchase any ADMA stock or re-purchase any of the divested plasma collection centers.

The Commission vote approving the final order was 5-0. (The staff contact is Christina Perez, Bureau of Competition, 202-326-2048.)

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