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MAO Case No. M-2019-005

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MAO Case No.

M-2019-005

In the Matter of the Proposed Acquisition by GlaxoSmithKline Consumer Healthcare


Holdings, Ltd. Of Pfizer Inc.’s Consumer Healthcare Business

Facts:

GSK CH, the acquiring entity, is indirect subsidy of GlaxoSmithKline Plc. GSK is a multinational
pharmaceutical company based in UK. GSK and its subsidiaries GSK Group operate in multiple
business segments including pharmaceuticals, vaccines and consumer healthcare.

Pfizer CH is the acquired business. Its parent entity is Pfizer which is a US based multinational
corporation organized into two business segments: innovative health and essential health.
Pfizer CH operates under essential health business segment. Pfizer Philippines is the sole
subsidiary of Pfizer in the Philippines that carries out Pfizer CH’s local business.

Pfizer CH, Pfizer, Inc. will obtain non-controlling shares representing 32% ownership interest in
GSK CH.
The relevant markets: adult cough medicines, analgesics, pediatric health products.

Issue: WON the transaction substantially prevents, restricts, or lessen competition.

Held:

Unilateral effects
The merged entity will gain limited ability to exercise market power and the proposed
transaction will not increase the incentive of the merged firm to unilaterally raise price.

The commission finds that the merged entity will not likely to reduce innovation in the Relevant
Markets.

Tying and bundling


There is different prescriptions with the products. There also exist countervailing buyer power
from the retailer.

Coordinated effects
The countervailing buyer power of the distributors and retailers may constrain or undermine
coordination in the relevant markets.

Countervailing buyer Power


There is a strong countervailing buyer power coming from both distributor and retailers to
constrain the merged entity’s exercise of market power.

Barriers to entry
CH products are generally off patent and lack any restrictions in advertising. Existing players
can develop a new product easily in the market.

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