For the first time, the Autorité de la concurrence considers that a non-controlling minority stake concomitant with an exclusive takeover is likely to harm competition.
Parties to the transaction
The Inovie group is mainly active in the medical biology sector and operates a network of more than 400 laboratories located mainly in the southern half of France, in Île-de-France region and La Reunion.
Bio Pôle Antilles is also active in the medical biology sector through 14 laboratories, including two in Saint-Martin, one in Saint-Barthélemy and eleven in Guadeloupe.
The parties are present, as buyers, on the market for the supply of biology equipment, reagents and consumables. They are competitors on the market for "routine" examinations. Indeed, Inovie and Bio Pôle Antilles have medical analysis laboratories whose activity consists of providing examination services commonly prescribed and carried out by all the laboratories, such as biochemical examinations (blood analysis, urine, etc.…) or hematology.
The transaction does not affect competition on the supply markets with suppliers and on those for routine medical biology examinations at the national level.
Furthermore, since Inovie does not exercise any activity in Guadeloupe, Saint-Martin and Saint Barthélémy on the date of the notification, the activities of the parties do not overlap on the market for routine medical biology examinations at the local level.
However, at the same time as the notified transaction, Inovie informed the Autorité of its intention to proceed with the acquisition of a minority stake in the capital of Synergibio, the sole private competitor of Bio Pôle Antilles in Guadeloupe and Saint- Martin. The Autorité concluded that this acquisition of a stake would not confer on Inovie control rights allowing it to exercise decisive influence over Synergibio.
However, the Autorité considered that, given its sufficiently certain nature, this project to acquire a non-controlling minority stake should be taken into account in the analysis of the effects of the transaction at the local level.
Analysis of the effects of the acquisition of a non-controlling minority stake concomitant with the notified takeover of exclusive control
The Autorité considered that the exclusive control acquisition of the company Bio Pôle Antilles by the Inovie group, associated with the concomitant project to acquire a non-controlling minority stake in the capital of the company Synergibio, was likely to affect competition on the market for routine medical biology examinations in Guadeloupe and Saint-Martin.
It considered that this acquisition of a stake would confer on the acquirer various rights over Synergibio which, combined with an exclusive takeover of the company Bio Pôle Antilles, would in particular be such as:
- lead to an increase in prices or a decrease in quality on the market for routine medical biology examinations in Guadeloupe and Saint-Martin. Indeed, through its income rights, the minority stake would allow Inovie to recover almost all of the profits made by Synergibio, its main competitor, thus annihilating any competitive stimulation of the market in these territories;
- (allow Inovie to obtain information on its main competitor, since one of its representatives would have participated in the board of directors of Synergibio;
- block any possibility of entry by another competing private group into the capital of Synergibio and more generally into the market for routine medical biology examinations in Guadeloupe and Saint-Martin, Inovie being present in the capital of the only two groups of private laboratories present in these territories.
Inovie's commitment to abandon its plan to acquire a minority stake in the capital of Synergibio
In order to maintain competitive intensity in Guadeloupe and Saint-Martin, the Inovie group has undertaken to waive the acquisition of any stake in the capital of Synergibio, for a period of ten years.
Given the commitment made by the Inovie group, the Autorité cleared this transaction.
The decision of the Autorité de la concurrence is taken in accordance with the rules specific to merger control provided for in Articles L. 430-1 et seq. of the French Commercial Code. It is not intended to replace any decision of the regional health agencies (ARS), whose control of mergers in the medical biology sector meets distinct public health objectives.