Decision CPC 70_2021

ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 70/2021 Case Number: 08.05.001.021.058 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of a concentration concerning the acquisition of the share capital of ABC FARMACEUTICI S.p.A. by Advent International Corporation, through AI ICE & CY S.C.A. 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: 20th of December 2021 SUMMARY OF THE DECISION On 20/10/2021, the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of Advent International Corporation (hereinafter the “Advent”), 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, Advent, will acquire the share capital of ABC FARMACEUTICI S.p.A. (hereinafter the “ABC” or the “Target”), through AI ICE & CY S.C.A. The participating parties of the transaction are the following: 1  Advent is a private equity investment company based in Boston, of the United States of America. It focuses on managing investment funds and acquiring equity stakes in companies in a variety of sectors, including operations and financial services, industrial products and services, retail operations, branded consumer products and leisure services, media, telecommunications and information technology, health services and pharmaceutical products.  AI ICE & Cy S.C.A. (hereinafter “Luxco”) is a parent company duly registered under the laws of the Grand Duchy of Luxembourg. It is owned by ICE S.p.A., which is ultimately controlled by certain funds managed by Advent. Luxco is a special purpose vehicle, with no prior activities, which has been formed to act as an acquisition company for the purposes of the proposed merger.  ICE S.p.A. (hereinafter “ICE”) is a company duly registered in accordance with the laws of Italy. It is the parent company of the ICE group. ICE Group was founded in 1949 for the production of cholic acid and bile acids derivatives. ICE is mainly engaged in the production of Active Pharmaceutical Ingredients (hereinafter “API”) and the sale of them to pharmaceutical companies. Particularly, it is active in the production and sale of Ursodeoxycholic Acid (“UDCA”), which is an API used for the treatment of liver-related pathologies and for post-surgical rehabilitation. It is active in the entire value chain, i.e. the collection of the raw material “bile” from animals (mainly from oxen), the manufacture of the intermediate Cholic Acid (CA) and the production of the API Ursodeoxycholic Acid. ICE is also active in the production and sale of other cholic acids, derivatives, by-products to pharmaceutical companies, including APIs. The company’s activities also include the collection and sale of hooves and horns, which are ground and used mainly as fertilizers.  ABC Farmaceutici S.p.A. is a limited liability company duly registered under the laws of Italy. Through its subsidiaries, it is active in the production, research and development, trade and sale of pharmaceutical products and active ingredients. It follows the entire supply chain of a medicine, from the active ingredient to the manufacture of the final product, to its promotion and sale. 2 The ABC group also includes the brand “Istituto Dermatologico Italiano” (“IDM”), which offers a wide range of dermo-cosmetic products sold exclusively in pharmacies. According to the notification, ABC is a leading integrated pharmaceutical group, which also has a contract development and manufacturing organization division (“CDMO”). ABC’s sole shareholder is Istituto Biologico Chemioterapico S.r.l. (hereinafter “IBC”), which is a limited liability company duly registered under the laws of Italy. It is a holding company which has no business activities apart from holding shares in other companies (ie ABC and a very small real estate company which owns a property in Italy). ABC has the following production factories: (a) a factory in Trecate (Novara) called “Unibios”, which focuses on the production of two APIs: Inosine Pranobex and Doxofylline, and (b) a factory in San Bernardo d’Ivrea (Turin), which focuses on the manufacture of solid and liquid Final Dose Pharmaceutical Products (FDP). This concentration is based on the Framework Agreement (hereinafter the “Agreement”) dated 13/08/2021, between AI ICE & Cy S.C.A. (Luxco) (Buyer) and A G (hereinafter “AG”) (Seller). Upon completion of the proposed merger, the share capital of Luxco will be held 99% by Advent and 1% by IBC/PFG which, through the sale and contribution of ABC to Advent, will acquire the said share in the share capital capital of Luxco and will therefore constitute a minority shareholder. It is noted that the said share of IBC/PFG in Luxco will not give it veto rights or any other rights related to transfers or rights to information, nor any rights to appoint advisers to the boards of directors of AI ICE & Cy SCA, AI ICE Subco, AI ICE, ICE or ABC. The Commission, taking into account the facts of the concentration, has concluded that this transaction constitutes a concentration within the meaning of section 6