[Federal Register Volume 62, Number 2 (Friday, January 3, 1997)]
[Notices]
[Pages 408-409]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-4]


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FEDERAL TRADE COMMISSION

[File No. 971-0002]


Baxter International Inc.; Analysis to Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed consent agreement.

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SUMMARY: In settlement of alleged violations of federal law prohibiting 
unfair or deceptive acts or practices and unfair methods of 
competition, this consent agreement, accepted subject to final 
Commission approval, would require, among other things, Baxter 
International (``Baxter''), an Illinois-based corporation, to divest 
its Autoplex product to a Commission-approved buyer, and to license 
Immuno International AG's (``Immuno'') product in development to a 
Commission- approved licensee within four months of the date Baxter 
signs the consent. This would resolve antitrust concerns raised by the 
proposed $463 million acquisition of Immuno by Baxter, which both 
manufacture a wide variety of biologic products derived from human 
blood plasma.

DATES: Comments must be received on or before March 4, 1997.

ADDRESSES: Comments should be directed to: FTC/Office of the Secretary, 
Room 159, 6th St. and Pa. Ave., N.W., Washington, D.C. 20580.

FOR FURTHER INFORMATION CONTACT: William Baer or George Cary, FTC/H-
374, Washington, D.C. 20580. (202) 326-2932 or 326-3741.

SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal 
Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46 and Section 2.34 of 
the Commission's Rules of Practice (16 CFR 2.34), notice is hereby 
given that the above-captioned consent agreement containing a consent 
order to cease and desist, having been filed with and accepted, subject 
to final approval, by the Commission, has been placed on the public 
record for a period of sixty (60) days. The following Analysis to Aid 
Public Comment describes the terms of the consent agreement, and the 
allegations in the complaint. An electronic copy of the full text of 
the consent agreement package can be obtained from the FTC Home page, 
on the World Wide Web, at ``http://www.ftc.gov/os/actions/htm.'' A 
paper copy can be obtained from the FTC Public Reference Room, Room H-
130, Sixth Street and Pennsylvania Avenue, N.W., Washington, D.C. 
20580, either in person or by calling (202) 326-3627. Public comment is 
invited. Such comments or views will be considered by the Commission 
and will be available for inspection and copying at its principal 
office in accordance with Section 4.9(b)(6)(ii) of the Commission's 
Rules of Practice (16 CFR 4.9(b)(6)(ii)).

Analysis of Proposed Consent Order to Aid Public Comment

    The Federal Trade Commission (``Commission'') has accepted, subject 
to final approval, an agreement containing a proposed Consent Order 
(``Order'') from Baxter International Inc. (``Baxter''), which remedies 
the anticompetitive effects of Baxter's acquisition of Immuno 
International AG (``Immuno''). The proposed order requires Baxter to 
divest assets and undertake certain actions to restore competition in 
the market for treatments of Factor VIII inhibitors in hemophiliacs, 
and to license assets and undertake certain actions to restore 
competition in the market for fibrin sealant. In addition, Baxter has 
signed an Interim Agreement providing that the terms of the Consent 
Agreement will become effective immediately.
    The proposed Consent Agreement has been placed on the public record 
for sixty (60) days for reception of comments by interested persons. 
Comments received during this period will become part of the public 
record. After sixty (60) days, the Commission will review the agreement 
and the comments received and will decide whether it should withdraw 
from the agreement or make final the agreement's proposed Order.
    Pursuant to a Stock Purchase Agreement signed August 28, 1996, 
Baxter agreed to purchase a majority of the outstanding shares of 
Immuno, in a transaction valued at approximately $715 million. The 
proposed Complaint alleges that the acquisition violates Section 7 of 
the Clayton Act, as amended, 15 U.S.C. Sec. 18, and Section 5 of the 
FTC Act, as amended, 15 U.S.C. Sec. 45, in the market for the research,

[[Page 409]]

development, manufacture and sale of products for the treatment of 
Factor VIII inhibitors in the United States; and in the market for the 
research, development, manufacture and sale of fibrin sealant in the 
United States.
    The proposed Order would remedy the alleged violations. In the 
market for the research, development, manufacture and sale of 
treatments for Factor VIII inhibitors in the United States, the 
proposed Order requires Baxter to divest its Autoplex product to a 
Commission approved buyer within four months. Baxter's Autoplex and 
Immuno's FEIBA are the only FDA-approved activated prothrombin complex 
concentrates for the treatment of patients with hemophilia A who have 
developed an immune system response to their therapy, known as 
``inhibitors''. Autoplex and FEIBA act to overcome these patients' 
inhibitors so that they can be treated effectively. The acquisition 
would eliminate the substantial competition between Autoplex and FEIBA. 
The proposed Consent Agreement would remedy the loss of competition by 
requiring Baxter to divest Autoplex to a Commission-approved buyer 
within four months of the date Baxter signed the Consent Agreement.
    In Europe and Japan, fibrin sealants are used to control bleeding 
and promote wound healing in a wide variety of surgical procedures, and 
to treat burn and trauma victims. Baxter and Immuno are two of only a 
few companies developing fibrin sealant for sale in the United States, 
and are likely to be two of the first companies to receive FDA approval 
to do so. The United States market for an FDA-approved fibrin sealants 
could be as large as $400 million per year. The acquisition would 
eliminate the significant on-going competition between Baxter and 
Immuno in the research and development, as well as future competition 
in the manufacture and sale, of fibrin sealant in the United States. 
The proposed Order remedies this loss of competition by requiring 
Baxter to license Immuno's product in development to a Commission-
approved licensee within four months of the date Baxter signed the 
Consent Agreement.
    The Order also requires Baxter to provide to the Commission a 
report of compliance with the divestiture and licensing provisions of 
the Order within sixty (60) days following the date the Order becomes 
final, and every ninety (90) days thereafter until Baxter has completed 
the divestiture and licensing. The Order also requires Baxter to notify 
the Commission at least thirty (30) days prior to any change in the 
structure of Baxter resulting in the emergence of a successor.
    The purpose of this analysis is to facilitate public comment on the 
proposed Order, and it is not intended to constitute an official 
interpretation of the agreement and proposed Order or to modify in any 
way their terms.
Benjamin I. Berman,
Acting Secretary.
[FR Doc. 97-4 Filed 1-2-97; 8:45 am]
BILLING CODE 6750-01-P