Baxter International Inc. - s.87B undertaking

Company or individual details

  • Baxter International Inc.
    000 392 781

Undertaking

On 3 September 2013, the ACCC accepted an undertaking (the Undertaking) from Baxter International Inc. (Baxter) and its Australian subsidiary Baxter Healthcare Pty Ltd in relation to Baxter's proposed acquisition of Gambro AB (the Proposed Acquisition). The Undertaking incorporates commitments Baxter has given to the European Commission to divest Baxter's global continuous renal replacement therapy (CRRT) business (the Divestiture Business). The Undertaking also provides that Baxter must divest the Divestiture Business to a purchaser approved by the ACCC. The ACCC has approved Nikkiso Co. Ltd (Nikkiso) as the purchaser of the Divestiture Business.

The ACCC considered that in the absence of the Undertaking, the Proposed Acquisition would have the effect, or be likely to have the effect, of substantially lessening competition in the market for the supply of CRRT treatment products in Australia. The objective of the Undertaking is to address the ACCC's competition concerns which would otherwise arise as a consequence of the Proposed Acquisition by maintaining the level of competition which existed before the Proposed Acquisition, through:

(i) creating a viable, effective, stand-alone independent and long term competitor for the supply of CRRT treatment products in Australia;

(ii) ensuring that Nikkiso has the necessary assets, rights and agreements to compete effectively with Baxter in the supply of CRRT treatment products in Australia;

(iii) maintaining the economic viability, marketability, competitiveness and goodwill of the Divestiture Business prior to divestiture;

(iv) enabling Nikkiso to manufacture, market and supply CRRT products independently of Baxter;

(v) ensuring that any interim supply, toll manufacturing or technical assistance arrangements between Baxter and Nikkiso will be at arm's length and on terms no less favourable than normal commercial terms. It is desirable that these arrangements do not continue in the longer term; and

(vi) effective oversight of the operation of the Divestiture Business prior to divestiture, the process of divestiture and the separation of the Divestiture Business from Baxter.