Thermo Fisher Scientific said today it won European Commission clearance of its planned acquisition of Life Technologies for about $13.6 billion, plus assumption of $2.2 billion in the acquired company’s debt—after the EC exacted a price from the acquiring company. The EC insisted that Thermo shed its cell culture (sera and media), gene modulation, and magnetic beads businesses.
“In these areas, the merger, as initially notified, would have significantly reduced competition,” the EC said in a statement. “Their activities overlap in the supply of laboratory instruments and consumables."
Added Joaquín Almunia, the commission’s vp in charge of competition policy, “The remedies preserve competition and innovation in the life sciences industry."
The businesses to be divested have combined 2012 revenues of about $225 million, a fraction of the combined company’s $16.3 billion in revenues.
Thermo committed to selling its HyClone business regarding media and sera for cell culture, but excluding single-use technologies, where EC found that the parties' activities do not overlap.
Thermo also consented to selling its polymer-based magnetic beads business, including the Sera-Mag brand and all other relevant IPRs, customer contracts, personnel, and necessary production equipment. The company agreed to supply magnetic beads to the purchaser by committing to a two-year transitional agreement.
In addition, Thermo agreed to sell its gene modulation business, including gene silencing, in Lafayette, CO. The sell-off will include the Dharmacon and Open Biosystems brands, equipment, staff, and even its license for the families of Tuschl patents governing RNA interference, and named for Alnylam founder Thomas Tuschl, Ph.D.
Dr. Tuschl is professor and head of the RNA Molecular Biology laboratory at The Rockefeller University and an investigator at Howard Hughes Medical Institute. The patent families that bear his name are based on discoveries by him and partners while he was at the Max Planck Institute for Biophysical Chemistry.
Thermo Fisher said in a statement it does believe it will be required to divest any additional business units as it awaits U.S. regulatory approval; the deal is pending before the Federal Trade Commission (FTC).
“The company is working with the regulatory agencies to complete the transaction as soon as possible, and still expects to close in early 2014,” Thermo said in the statement.
A key reason for the company’s apparent optimism: The EC also found that the transaction would not lead to competitive concerns for Thermo’s other life science products, with the commission specifically citing nucleic acid amplification products, human leukocyte antigen (HLA) typing kits, protein biology products, and the distribution of laboratory and life science products.
The EC said it acted after close cooperation with competition-focused authorities of several countries outside Europe including the FTC, the Australian Competition and Consumer Commission, China’s Ministry of Commerce, the Japan Fair Trade Commission, the Competition Bureau of Canada, and the Commerce Commission of New Zealand.