(129) Merck and Sigma are the two main suppliers of laboratory chemicals in the EEA. Commission’s assessment In the Trustee Divestiture Period, the Divestiture Trustee may use advisors who served Merck during the Divestiture Period if the Divestiture Trustee considers this in the best interest of an expedient sale. (51) In any event, for the purpose of this Decision, the Commission considers that the precise product market definition can be left open as this would not change the outcome of the competitive assessment. Im Buch gefunden – Seite 45CONTACT INFORMATION Sigma - Aldrich Fine Chemicals 3050 Spruce Street Saint Louis , MO 63103 www.SigmaAldrich.com Re - use : • Device or system is designed for single use • 0-1 solution or buffer used • 3 components • No cleaning ... 38 (117) In any event, for the purpose of this Decision, the precise product market definition in relation to organics and other laboratory chemicals can be left open as this would not change the outcome of the competitive assessment. (149) Sigma’s business model is focused on direct sales to customers and a very quick delivery, within 24 hours. Sigma-Aldrich on juhtiv ettevõtte, mille biokemikaale ja orgaanilisi kemikaale kasutakse teadustöös, genoomika uuringutes, biotehnoloogias, farmaatsia arengus, haiguste diagnoosimisel ning võtmekomponendina farmaatsia… Commission’s assessment 26. Im Buch gefunden – Seite 524Sigma-Aldrich Sweden AB Stockholm, Sweden http://www.sigmaaldrich.com/ Sigma-Aldrich Company Ltd. The Old Brickyard New Rd Gillingham, Dorset SP8 4XT UK TEL +44 (0) 1747 833000, 0800 717181 FAX 0800 378785 http://www.sigmaaldrich.com ... Technical grade solvents are cost-efficient products used by laboratories, with lower purity levels (approximately 95% to ≥99%), while solvents for regulated industries generally attain a higher degree of purity and are used by pharmaceutical manufacturers. (a) Solvents: (i) high performance liquid chromatography solvents, (ii) regulated solvents, (iii) technical grade solvents, (iv) spectroscopy solvents, and (v) gas chromatography solvents. Notifying Party’s views (105) Inorganics for classical laboratory analysis include a variety of compounds used in analytical processes, primarily for research, quality control, in-process quality control with qualitative and quantitative analytical chemical analysis, and biopharma and chemical manufacturing applications. 2. 80 See reply of one competitor to question 53 – Phase 1 questionnaire to competitors. It could be Ph Eur, other compendia or just relevant parts of these, internal requirements or a combination of these, depending on type of material and use.”32 Product market The Parties will transfer to the Purchaser the Fluka brand and all associated trademarks and product names worldwide for unlimited use, and the Purchaser will have the perpetual and exclusive right to sell Fluka-branded products at a worldwide level. 22 The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to approve the proposed mandate subject to any modifications it deems necessary for the Trustee to fulfil its obligations. This includes measures vis-à-vis Parties’ appointees on the supervisory board and/or board of directors of the Divestment Business. The Commission may further, in response to a reasoned request from the Parties showing good cause waive, modify or substitute, in exceptional circumstances, one or more of the undertakings in these Commitments. Změna názvu z SIGMA-ALDRICH spol. The Parties may obtain or keep information relating to the Divestment Business which is reasonably necessary for the divestiture of the Divestment Business or the disclosure of which to the Parties are required by law. 71 See replies to question 41 – Phase I questionnaire to customers. The Hold Separate Manager, who shall be part of the Key Personnel, shall manage the Divestment Business independently and in the best interest of the business with a view to ensuring its continued economic viability, marketability and competitiveness and its independence from the retained businesses and Merck. (265) The upfront buyer clause is complemented by a Purchaser requirement whereby the Purchaser, […]. b. at the option of the Purchaser, all assets and equipment solely or predominantly used at sites other than the Seelze plant for the production of products in the Divestment Business; Except for those rights that will be transferred, the Parties shall grant Purchaser a license to Sigma’s rights in the patents, other IP, and know-how owned by or licensed to Sigma that are used in the Divestment Business, including those related to the relevant labels and packaging, as well as product certification and documentation. Postup: 1. (a) [CONFIDENTIAL]. Both Merck and Sigma have strong brands, which are among the most recognized in the market. They sell their products under the same brand names throughout the EEA and ship their products from a limited number of warehouses located in the EEA. This quality is generally perceived in the market place through brands. complementary set of support and guidance services to bio-manufacturers and developers.27 However, their activities in these fields are minimal and do no lead to any affected market. (234) Moreover, the Initial Commitments included the following additional elements: Im Buch gefunden – Seite 8The crude products were purified and analyzed by reversed-phase high-performance liquid chromatography (RP-HPLC) in an acetonitrile-water (Sigma Aldrich, Steinheim, Germany) gradient containing 0.1% TFA. The identity of the peptides was ... For instance, Merck when analysing the competitive landscape of the market considers one of the Parties’ main competitors, [competitor name], as “not en par with SAF [Sigma] and MM [Merck] in terms of expertise & quality”81. The Commission may, after having heard the Parties, require the Parties to replace the Hold Separate Manager. (14) Importantly, because these products are used in the manufacturing of bio-pharmaceuticals, they generally meet higher regulatory standards compared to laboratory chemicals, and are normally produced at validated sites according to Good Manufacturing Practices (GMP) so as to ensure their traceability. 9. (195) According to data provided by the Notifying Party, the Transaction results in 9 horizontally affected markets or market segments124 in the supply of organics and other laboratory chemicals (reference materials, analytical chromatography, industrial microbiology) in the EEA. 4 Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission Consolidated Jurisdictional Notice (OJ C95, 16.04.2008, p.1). Im Buch gefunden – Seite 108The enzymatic degradation profile was studied by putting the sample in contact with a solution of hyaluronidase (HAase) (Sigma-Aldrich) in DPBS pH7.4 at a concentration of 10 U/ml and measuring the weight of the sample after scheduled ... 21 See replies to questions 38 and 39 – Phase I questionnaire to competitors, and replies to questions 27 and 29 – Phase I questionnaire to customers. Customer support including help with orders, products, accounts, and website technical issues. 11 Indeed, the Final Commitments comprise products in the area of solvents and inorganics encompassing all the product segments where Parties’ position was strong, and in particular HPLC solvents, regulated industry solvents, salts, acids, buffers, volumetric and titration solutions, Karl Fisher titration and indicators. (216) In any event, for the purposes of this Decision, the precise geographic market definition for distribution of laboratory chemicals can be left open as the competitive assessment would not differ under any of the plausible geographic market definitions. (270) For the reasons outlined above, and in view of the results of the market test and the ensuing improvements to the Commitments, the Commission considers the Final Commitments to be sufficient in scope and suitable to eliminate the serious doubts as to the compatibility of the Transaction with the internal market in relation to catalogue solvents and inorganics markets in the EEA. IV.3.2.1. (236) In terms of Purchaser requirements, besides the standard requirements, the Initial Commitments provided that the Purchaser shall […] (82) The Parties’ combined market share in the market for compendial buffers in the EEA in 2013 is moderate (below [20-30]%), with Sigma bringing a de minimis increment ([0-5]%). Section B. Se telefonnummer. The initial one-year period can be extended for multiple [CONFIDENTIAL] of extensions in the aggregate, if at the end of the initial [CONFIDENTIAL] period, notwithstanding its best efforts, the Purchaser will require additional time for the re-branding of the products. s r.o., Na hřebenech II 1718/10,Praha,14000 Praha 4 IV.5.2.1. 35. 51 See replies to questions 14-18 – Phase I questionnaire to competitors and replies to questions 15-18 – Phase I questionnaire to customers. The Monitoring Trustee shall: In addition, the […] black-out period covering both the “Sigma” and “Aldrich” brands will ensure that the re-branding efforts in relation to the Sigma Aldrich brand are not undermined by a possible circumvention. The proposal shall contain sufficient information for the Commission to verify that the person or persons proposed as Trustee fulfil the requirements set out in paragraph 21 and shall include: Competition assessment 980+ zadovoljnih stranaka In this area, the Parties’ activities overlap with respect to HPLC columns, TLC plates and analytical sample preparation. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom Merck shall appoint, or cause to be appointed, in accordance with a trustee mandate approved by the Commission. Suppliers purchase raw materials in bulk, and then apply purification, distillation, special drying and quality control procedures to achieve desired level of purity and meet the requisite standard for each category of solvents. The omissions are shown thus […]. 18. (a) the transfer of Sigma’s Seelze’s inventory of Solvents and Inorganics at the time of closing of the divestiture sale to the Purchaser; In this context, one customer explained that “Sigma is quite well known for supply of [cell culture] products, Merck is not. The Notifying Party indicates that the main suppliers sell their raw materials for pharmaceutical production on an EEA-wide basis and sometimes global basis, and use the same brand names throughout the EEA. Cell culture is a process by which cells are grown under controlled conditions, generally outside of their natural environment. (137) As a result, the market participants consistently stressed that quality, batch to batch consistency and reliability are key drivers of competition in the laboratory chemicals market, and that price considerations are to a large extent secondary69. 85 See replies to question 37.1 – Phase 1 questionnaire to customers. As concerns cell culture for research, Merck is active via its Bioscience division and Sigma via its Research division. We are a leading supplier to the global Life Science industry with solutions and services for research, biotechnology development and production, and pharmaceutical drug therapy development and production. The Transaction does not give rise to an affected market regarding a hypothetical market for IVD dyes and stains. In addition, the transfer of the Fluka related know-how will foster customer retention as customers will have to turn to the Purchaser to obtain these products. Notifying Party’s views Given the small size of the sales associated with these products, the viability of the Divestment Business is unlikely to be affected. f. all customer lists of the Divestment Business and related information (regardless of the sales channel used) for the period from […]until the date of closing of the Transaction. IV.5.3.1.a. Distribution d. a supply agreement at manufacturing cost plus for products of the Divestment Business produced in sites other than the Seelze plant. Non-solicitation clause IV.5.3.1. Conditions and obligations Until Closing, the Parties shall assist the Monitoring Trustee in ensuring that the Divestment Business is managed as a distinct and saleable entity separate from the retained businesses and Merck. 36. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture Trustee shall provide the Commission with a comprehensive monthly report written in English on the progress of the divestiture process. duly authorised for and on behalf of Merck Medicinska oprema. At the expense of Merck, the Trustee may appoint advisors (in particular for corporate finance or legal advice), subject to Merck’s approval (this approval not to be unreasonably withheld or delayed) if the Trustee considers the appointment of such advisors necessary or appropriate for the performance of its duties and obligations under the Mandate, provided that any fees and other expenses incurred by the Trustee are reasonable. The Divestiture Trustee shall protect the legitimate financial interests of the Parties, subject to the Parties’ unconditional obligation to divest at no minimum price in the Trustee Divestiture Period. 011 3699 209 0602570000 Specifically, the following key issues were raised: (99) The Notifying Party submits that, while from a demand-side perspective a distinction may be made between solvents used for classical laboratory analysis and solvents for instrumental analysis, there is a high degree of supply-side substitutability indicating that all solvents can be considered as part of a single relevant product market. (a) products sold by Sigma under the following brands shall not be included in the business to be divested: “Sigma,” “Aldrich,” “Supelco,” “SAFC,” “SAFC Hitech,” “Proligo,” “Cerilliant,” “Vetec,” “BioReliance,” and “Cell Marque”. 110 Reply of one competitor to question 4 – Market test of the commitments questionnaire to competitors. CONCLUSION Divestiture Trustee: one or more natural or legal person(s) who is/are approved by the Commission and appointed by Merck or a Merck Affiliated Undertaking and who has/have received from Merck or a Merck Affiliated Undertaking the exclusive Trustee Mandate to sell the Divestment Business to a Purchaser at no minimum price. Original Title Sigma-Aldrich und seine Tochtergesellschaften schliesst jegliche Haftung fr Schden aus, die beim Umgang oder im Kontakt mit.. (274) The detailed text of the Final Commitments is annexed to the present Decision. Merck KGaA kauft Sigma-Aldrich:Milliardenübernahme in der Pharmabranche. Bulk chemicals are used by end customers in the manufacturing industries as materials for analytics, quality control, small scale synthesis or even cleaning. 68 See replies to question 43 – Phase I questionnaire to competitors. 900.000+ proizvoda. Sigma is also considered as [quote of internal assessment] (“Lab Productivity – Comprehensive Class Room Training – oct 27th 2014”, Merck Millipore, Slide 12). III. Geographic market Sigma’s customer base is broader but the top 10 customers also cover an estimated […]% of the sales.
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