ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 66/2021 Case Number: 08.05.001.021.054 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of a concentration concerning the acquisition of the share capital of companies that constitute the TIB Group by Roche Holding AG, via Roche Deutschland Holding GmbH and Roche Molecular Systems Inc. Pleasanton Commission for the Protection of Competition: Mrs. Loukia Christodoulou, Chairperson Mr. Andreas Karydis Member Mr. Panayiotis Ousta Member Mr. Aristos Aristeidou Palouzas Member Mr. Polynikis-Panagiotis Charalambides Member Date of Decision: 3rd of November 2021 SUMMARY OF THE DECISION On 29/09/2021, the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of Roche Deutschland Holding GmbH and Roche Molecular Systems Inc. Pleasanton (hereinafter, the “Buyers”) a notification of a proposed concentration. The notification was filed according to Section 10 of the Control of Concentrations between Enterprises Law 83(I)/14 (hereinafter the “Law”). The notification concerns a concentration, according to which, Roche Holding AG (hereinafter “Roche”), via Roche Deutschland Holding GmbH and Roche Molecular Systems Inc. Pleasanton, will acquire the share capital of 8 companies-targets that constitute the TIB Group. Roche Holding AG is the holding company of the Roche Group (hereinafter “Roche Group”) and its stock is traded n the Swiss Stock Exchange. 1 Roche Deutschland Holding GmbH is a company duly registered in accordance with the laws of Freiburg, Germany. Roche Molecular Systems Inc. Pleasanton is a company duly registered in accordance with the laws of Daleware, USA. The Buyers belong to the Roche Group. This Group is one of the largest biotechnology companies worldwide which is active in pharmaceutical and diagnostic products, focusing on the advancement of science to improve people’s lives. The Targets in this concentration are the 8 following companies which all together consist the TIB Group:
(1)TIB Molbiol Syntheselabor GmbH, Berlin,
(2)CHIPRON GmbH, Berlin,
(3)GenExpress Gesellschaft für Proteindesign mbH, Berlin,
(4)TIB Molbiol Australia Pty. Ltd., Australia,
(5)TIB Molbiol S.A.S., Colombia,
(6)TIB Molbiol S.r.l., Italy,
(7)TIB Molbiol SL, Spain, and
(8)TIB Molbiol LLC, USA. TIB Group is a globally active in biotechnology and provides reagents for research and (molecular) medical diagnostics. It is active in the development, production and sale of oligonucleotides as well as reactants / assays and kits for nucleic acid analysis and amplification, especially in the fields of life sciences research and medical diagnosis. The concentration is based on a Share Purchase Agreement dated 07/09/2021 (hereinafter “Agreement”). Roche Holding AG, via Roche Deutschland Holding GmbH and Roche Molecular Systems Inc. Pleasanton, will acquire the share capital of the following 8 companies
(1)TIB Molbiol Syntheselabor GmbH
(2)CHIPRON GmbH
(3)GenExpress Gesellschaft für Proteindesign mbH
(4)TIB Molbiol Australia Pty. Ltd.
(5)TIB Molbiol S.A.S.
(6)TIB Molbiol S.r.l.
(7)TIB Molbiol SL and
(8)TIB Molbiol LLC. The Commission, taking into account the facts of the concentration, has concluded that this transaction constitutes a concentration within the meaning of section 6
(1)(a)(ii) of the Law, since it leads to a permanent change of control of the ΤΙΒ Group. 2 Furthermore, based on the information contained in the notification, the Commission found that the criteria set by section 3
(2)(
- a)of the Law were satisfied and therefore the notified concentration was of major importance falling within the scope of the Law. The relevant product/services and geographic market in this case were defined as (
- i)the market of open laboratory systems for ΔIV, (
- ii)the market of nucleic acid amplification and (iii) the market of nucleic acid purification in the territory of the Republic of Cyprus. Based on the notification, there is no horizontal overlap between the participating companies in the relevant markets. Moreover, according to the notification, there are no vertical relationships between the participating companies in Cyprus. Therefore, no affected market is created in this concentration, as defined in Annex I of the Law. In addition, there are no other markets on which the notified concentration is likely to have a significant impact. The Commission, on the basis of the factual and legal circumstances, unanimously decided that this concentration does not create or strengthen a dominant position nor obstruction of competition. Therefore, the Commission, acting in accordance with section 22 of the Law, unanimously decided not to oppose the notified concentration and declare it as being compatible with the operation of the competition in the market. Loukia Christodoulou Chairperson of the Commission for the Protection of Competition 3