Saturday, September 19, 2009

19 September 2009 @ ECC -- One Down, THREE to Go. . . .

Here (at right) is the ECC Official Journal clearance of the least problematic step of the transactions contemplated by the reverse merger. It was posted four days late.

Still pending are notices from (1) the ECC that the larger, main transaction -- between Merck and Schering-Plough -- is clear to close. Also still missing are notices from (2) the US authorities (FTC/DoJ) that the larger deal is clear to close. Also STILL missing, and most problematic of all -- is a clearance from (3) the European Competition Commission, holding that the "Intervet call option", in favor of Sanofi-Aventis -- to acquire Intervet from "New Merck", is clear to close.

Of these three missing clearances, there is evidence that only one of them has even been filed. That one is the US FTC main deal HSR filing. The parties are awaiting word as to whether a third request for information will be forthcoming (having already submitted answers to a second request). In any event, here is the AP report of the notice at upper-right:

. . . .French drugmaker Sanofi-Aventis SA has completed its $4 billion purchase of Merck & Co.'s half interest in their veterinary medicine business, Merial Ltd., the companies said Friday.

The move was required by regulators before Merck can close its $41 billion purchase of New Jersey neighbor Schering-Plough Corp., which also sells animal health products.

Merial, a joint venture founded in 1997, sells two widely used pet medicines, flea-and-tick blocker Frontline and chewable heartworm preventer Heartgard. It also sells Ivomec, which kills parasites in hogs and cattle, and other medicines and vaccines for livestock. . . .

Net/net -- there is still "a lot of regulatory wood to chop", before this can close.


Anonymous said...

There's no third request mechanism for Hart-Scott-Rodino clearance

Condor said...

Actually, you're right -- it is no formal mechanism. [Did I say there was a mechanism? I don't think I did.]

That said, a deal I worked on not all that long ago received additional requests, after the answer we submitted in response to the FTC second request. And it is that back-and-forth process, to which I refer.

So, you are correct, Anonymous, that there is no formal mechanism -- but the lawyers in Whitehouse Station, and Kenilworth, are waiting to hear whether the FTC's Hart Scott staffers have additional concerns.

And if they do, MRK/SGP will have to address them, if the deal is to close.

Fair enough? Truly, thanks for your input, and do stop back!