On July 10, 2019, the Commission conditionally cleared GlaxoSmithKline’s (“GSK”) acquisition of Pfizer’s Consumer Health Business following a Phase I review.[1] The transaction forms part of GSK’s and Pfizer’s plan to contribute their respective consumer healthcare businesses to a new venture, over which GSK will have sole control.

GSK is a leading over-the-counter supplier for topical pain management with its Volta range, while Pfizer is active in the EEA with its ThermaCare product portfolio. The Commission found GSK and Pfizer’s products to be broadly substitutable, despite the different format and composition of the Volta (medicated gel, creams, and sprays as well as medicated and non-medicated patches) and ThermaCare ranges (non-medicated patches) and was concerned that the overlap would increase prices in Austria, Germany, Ireland, Italy, and the Netherlands.

To address the Commission’s concerns, GSK offered a global divestiture of Pfizer’s ThermaCare brand (including a US-based manufacturing facility) to a single purchaser to be approved by the Commission. These commitments remove almost the entirety of overlaps in the topical pain management category in the EEA and reflect the Commission’s preference for “clean-sweep” remedies of the entire EEA (or global) business, similar to recent cases such as Energizer/Spectrum Brands, AB InBev/SABMiller, or Zimmer/Biomet.[2]

[1]      GlaxoSmithKline/Pfizer Consumer Healthcare Business (Case COMP/M.9274), decision not yet published.

[2]      Energizer/Spectrum Brands (Battery and Portable Lightning Business) (Case COMP/M.8988), Commission decision of December 11, 2018; AB InBev/SABMiller (Case COMP/M.7881), Commission decision of May 14, 2016; and Zimmer/Biomet (Case COMP/M.7265), Commission decision of March 30, 2015.