New Delhi: Drug-makers Sun Pharma and Ranbaxy on Monday got fair trade watchdog CCI's approval for their long-pending USD 4-billion merger, but with a condition that they will have to modify the deal by divesting seven key products to address monopoly concerns.
The regulator, which has ordered Ranbaxy to sell six products and Sun to divest one, will also appoint a monitoring committee to oversee compliance to the conditions put forth by it to ensure that the merger does not hit competition.
The approval, which comes within days of clearance from the Foreign Investment Promotion Board (FIPB), for the deal that was announced in April and would create create India's largest and world's fifth biggest drug-maker.
Besides, this was the first case which the Competition Commission of India (CCI) subjected to a public scrutiny process as it had found the deal 'prima facie' in violation of the competition laws.
In its order dated December 5 and made public today, the CCI said it "approves the proposed combination... Subject to the parties carrying out the modification to the proposed combination".
CCI has directed Sun Pharma to divest all products containing 'Tamsulosin + Tolterodine' which are at present marketed and supplied under the Tamlet brand name.
Similarly, Ranbaxy would be required to divest all products containing Leuprorelin which are marketed and supplied under the Eligard brand name.
Ranbaxy would also have to divest products such as Terlibax, Rosuvas EZ, Olanex F, Raciper L and Triolvance.
According to the fair trade watchdog, the modification to the proposed deal aims "to maintain the existing level of competition in the relevant markets in India".
The merged entity would have operations in 65 nations, 47 manufacturing facilities across 5 continents, along with a global portfolio of speciality and generic products.
CCI Chairman Ashok Chawla later said this was the Commission's final order in the case and it was likely to appoint the monitoring agency in the next few days to oversee compliance to the directions.
As per the order, Sun Pharma and Ranbaxy have six months to divest or procure the divestiture of divestment products.
"The divestiture shall not be given effect to unless and until the Commission has approved the terms of final and binding sale and purchase agreement(s) and the purchaser(s) proposed by the parties," the order said.
"The proposed combination shall not be effected by the parties until approved sale and purchase agreement(s) have been entered into in accordance with the order," it added.
CCI also asked the two firms to give full information regarding divestment products to potential purchasers so as to enable them to undertake reasonable due diligence.
"The parties may require the potential purchasers to execute a confidentiality agreement before providing access to information regarding the divestment product(s)," CCI said.
Further, CCI would appoint a monitoring agency to "monitor the due diligence process, including the preparation of data room documentation, in accordance with the monitoring agency agreement".
Sun and Ranbaxy are each required to appoint a senior management level employee within seven days who would under the supervision of the monitoring agency ensure that the economic viability, marketability and competitiveness of the divestment products are maintained till the closing date.
As per the Commission's order divestment would not include any manufacturing facilities of the two companies, intellectual property rights which do not contribute to the current operations as well as general books of account and books of original entry that comprise the parties permanent accounting or tax records.
In April, Sun Pharmaceutical Industries announced it would acquire troubled rival Ranbaxy Laboratories in a USD 4-billion deal that includes USD 800 million debt. The transaction has valued Ranbaxy at 2.2 times its USD 1.8 billion revenue for 2013, or about Rs 457 per share.
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