Decision Nº M/10/046 from Competition and Consumer Protection Commission, 2011-01-11

• Jurisdiction: Ireland
• Parties: UCB SA,Aesica Pharmaceuticals Limited
• Date: 11 January 2011
• Decision Number: M/10/046
• Decision Date: 11 January 2011
• Court: Commissioner for Environmental Information

M/10/046 – Aesica/UCB

DETERMINATION OF MERGER NOTIFICATION M/10/046 -

Aesica / UCB

Section 21 of the Competition Act 2002

Proposed acquisition by Aesica Pharmaceuticals Limi ted of Certain

Assets from UCB SA

Dated 18 January 2011

Introduction

1. On 20 December 2010, in accorda nce with section 18 of the

Competition Act 2002 (the “Act”), the Competition Author ity (the

“Authority”) received a notification of a prop osed tra nsaction w hereby

Aesica Pharmaceuticals Limited (“A esica”) would acquire certain assets

from UCB SA (“UCB”) (collectively, the “Target Assets”).

The Undertakings Involved

The Acquirer

2. Aesica, headquartered in Newcastle, United Kingdom (“UK”), i s

involved, primarily in the UK, in the production and distribution of

pharmaceuticals, also known as “contract manufacturing of

pharmaceuticals”, for pharmaceutical compan ies.

1

3. For the financial year ended 31 December 2009, Aesica generated

worldwide turnover of approximately €95 million,

2

including

approximately €[…] turnover in the State generated by sales to

customers including […]. Aesica does not have any manufacturing

facilities in Ireland.

4. Lloyds TSB Development Capital Limited ("LDC") has a majority share

in Aesica.

3

In turn, LDC is a who lly owned subsidiary of Lloyds Banki ng

Group plc (“Lloyds”). Within t he State, in addition to its shareholding

in Aesica, Lloyds owns Bank of Ireland Scotland (“BOSI”). For the

financial year ended 31 December 2009, BOSI generated turnover of

approximately €[…] million in the State.

4

1

For more information on Aesic a see <http://www.aesica-pharma.co.uk/home>. Contract

manufacturing of pharmaceuticals includes both primary activities, e.g. production of active

pharmaceutical ingredients, and secondary activities such as production of final dosage products

such as tablets or liquids.

2

Calculation based on the average 2009 ECB Sterling Euro exchange rate of €1 = £0.89094.

3

[…].

4

The parties submit that while BOSI closed on 31 December 2010 and the assets and liabilities of

BOSI transferred to Bank of Scotland plc, transferred assets will continue in future to gen erate

turnover from the State (e.g., interest on loans to Irish customers).