BXJB II Holding KK

On 20 December 2024, the ACCC announced that it had accepted a court-enforceable undertaking given by BXJB II Holding KK (0104-01-182081) on behalf of itself and its subsidiaries (BXJB) pursuant to s87B of the Competition and Consumer Act 2010 (Cth) (the Undertaking) in connection with the proposed acquisition of all the shares of I’rom Group Co (I’rom) by funds managed or advised by Blackstone Group (HK) Limited or its related bodies corporate (Blackstone) (the Proposed Acquisition).

Blackstone owns (indirectly) Nucleus Network Pty Limited (Nucleus), while I’rom owns (indirectly) CMAX Clinical Research Pty Ltd (CMAX). Both Nucleus and CMAX supply phase I clinical trial services to biotechnology and pharmaceutical companies, based both in Australia and internationally.

The ACCC was concerned that, in the absence of the Undertaking, the Proposed Acquisition may have the effect, or be likely to have the effect, of substantially lessening competition in the supply of phase 1 clinical trial services in Australia, and in the supply of contract research organisations (CRO) services in Australia.

Under the Undertaking, BXJB must divest all the shares held indirectly by I’rom in CMAX (the Divestiture Business).

Objective of the Undertaking

The objective of the Undertaking is to address the ACCC’s competition concerns that would otherwise arise as a result of the Proposed Acquisition. The Undertaking aims to achieve this by placing obligations on BXJB:

• to ensure that the Divestiture Business is sold to an ACCC-approved purchaser that will result in the maintenance of a viable, effective, stand-alone, independent and long-term competitor for phase I clinical trial services in Australia
• to ensure the purchaser of the Divestiture Business has all the necessary associated assets and rights to compete effectively with Nucleus in the supply of phase 1 clinical trial services in Australia, and in the supply of contract research organisations (CRO) services in Australia
• to maintain the economic viability, marketability, competitiveness and goodwill of the Divestiture Business prior to divestiture
• to provide for the effective oversight of BXJB’s compliance with the Undertaking.