Federal Register / Vol. 82, No. 191 / Wednesday, October 4, 2017 / Notices 46241 

Based in Pleasanton, California, Natus 

is a global healthcare company that 

provides screening, diagnostic, and 

monitoring solutions for its three 

business units: Neurology, newborn 

care, and hearing and balance care. Its 

neurology business includes systems 

that are highly complementary to the 

divestiture assets and test for a variety 

of medical conditions, including 

epilepsy, head injury, tumors, 

Parkinson’s, and sleep apnea. Natus is 

well positioned to restore the 

competition that otherwise would have 

been lost pursuant to the proposed 

Acquisition. 

The parties must accomplish the 

divestitures and relinquish their rights 

to Natus no later than ten days after 

consummating the proposed 

Acquisition. If the Commission 

determines that Natus is not an 

acceptable acquirer, or that the manner 

of the divestitures is not acceptable, the 

proposed Order requires the parties to 

unwind the sale of rights to Natus and 

then divest the products to a 

Commission-approved acquirer(s) 

within six months of the date the Order 

becomes final. 

To ensure compliance with the Order, 

the Commission has agreed to appoint a 

Monitor to ensure that Integra and 

Johnson & Johnson comply with all of 

their obligations pursuant to the 

Consent Agreement and to keep the 

Commission informed about the status 

of the transfer of the rights and assets to 

Natus. The proposed Order further 

allows the Commission to appoint a 

trustee in the event the parties fail to 

divest the products as required. 

The purpose of this analysis is to 

facilitate public comment on the 

Consent Agreement, and it is not 

intended to constitute an official 

interpretation of the proposed Order or 

to modify its terms in any way. 

By direction of the Commission. 

Donald S. Clark, 

Secretary. 

[FR Doc. 2017–21291 Filed 10–3–17; 8:45 am] 

BILLING CODE 6750–01–P 

FEDERAL TRADE COMMISSION 

[File No. 161 0084] 

Abbott Laboratories and Alere Inc.; 

Analysis To Aid Public Comment 

AGENCY: Federal Trade Commission. 

ACTION: Proposed consent agreement. 

SUMMARY: The consent agreement in this 

matter settles alleged violations of 

federal law prohibiting unfair methods 

of competition. The attached Analysis to 

Aid Public Comment describes both the 

allegations in the complaint and the 

terms of the consent orders—embodied 

in the consent agreement—that would 

settle these allegations. 

DATES: Comments must be received on 

or before October 30, 2017. 

ADDRESSES: Interested parties may file a 

comment online or on paper, by 

following the instructions in the 

Request for Comment part of the 

SUPPLEMENTARY INFORMATION section 

below. Write: ‘‘In the Matter of Abbott 

Laboratories and Alere Inc., File No. 

161–0084’’ on your comment, and file 

your comment online at https://

ftcpublic.commentworks.com/ftc/ 

abbottalereconsent by following the 

instructions on the web-based form. If 

you prefer to file your comment on 

paper, write ‘‘In the Matter of Abbott 

Laboratories and Alere Inc., File No. 

161–0084’’ on your comment and on the 

envelope, and mail your comment to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

600 Pennsylvania Avenue NW., Suite 

CC–5610 (Annex D), Washington, DC 

20580, or deliver your comment to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

Constitution Center, 400 7th Street SW., 

5th Floor, Suite 5610 (Annex D), 

Washington, DC 20024. 

FOR FURTHER INFORMATION CONTACT: 

Aylin M. Skroejer, (202–326–2459), 

Bureau of Competition, 600 

Pennsylvania Avenue NW., Washington, 

DC 20580. 

SUPPLEMENTARY INFORMATION: Pursuant 

to Section 6(f) of the Federal Trade 

Commission Act, 15 U.S.C. 46(f), and 

FTC Rule 2.34, 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 thirty (30) 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 (for September 28, 2017), on 

the World Wide Web, at https://

www.ftc.gov/news-events/commissionactions. 

You can file a comment online or on 

paper. For the Commission to consider 

your comment, we must receive it on or 

before October 30, 2017. Write ‘‘In the 

Matter of Abbott Laboratories and Alere 

Inc., File No. 161–0084’’ on your 

comment. Your comment—including 

your name and your state—will be 

placed on the public record of this 

proceeding, including, to the extent 

practicable, on the public Commission 

Web site, at https://www.ftc.gov/policy/ 

public-comments. 

Postal mail addressed to the 

Commission is subject to delay due to 

heightened security screening. As a 

result, we encourage you to submit your 

comments online. To make sure that the 

Commission considers your online 

comment, you must file it at https://

ftcpublic.commentworks.com/ftc/ 

abbottalereconsent by following the 

instructions on the web-based form. If 

this Notice appears at http://

www.regulations.gov/#!home, you also 

may file a comment through that Web 

site. 

If you prefer to file your comment on 

paper, write ‘‘In the Matter of Abbott 

Laboratories and Alere Inc., File No. 

161–0084’’ on your comment and on the 

envelope, and mail your comment to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

600 Pennsylvania Avenue NW., Suite 

CC–5610 (Annex D), Washington, DC 

20580, or deliver your comment to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

Constitution Center, 400 7th Street SW., 

5th Floor, Suite 5610 (Annex D), 

Washington, DC 20024. If possible, 

submit your paper comment to the 

Commission by courier or overnight 

service. 

Because your comment will be placed 

on the publicly accessible FTC Web site 

at https://www.ftc.gov, you are solely 

responsible for making sure that your 

comment does not include any sensitive 

or confidential information. In 

particular, your comment should not 

include any sensitive personal 

information, such as your or anyone 

else’s Social Security number; date of 

birth; driver’s license number or other 

state identification number, or foreign 

country equivalent; passport number; 

financial account number; or credit or 

debit card number. You are also solely 

responsible for making sure that your 

comment does not include any sensitive 

health information, such as medical 

records or other individually 

identifiable health information. In 

addition, your comment should not 

include any ‘‘trade secret or any 

commercial or financial information 

which . . . is privileged or 

confidential’’—as provided by Section 

6(f) of the FTC Act, 15 U.S.C. 46(f), and 

FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2)— 

including in particular competitively 

sensitive information such as costs, 

sales statistics, inventories, formulas, 

patterns, devices, manufacturing 

processes, or customer names. 


sradovich on DSK3GMQ082PROD with NOTICES
46242 Federal Register / Vol. 82, No. 191 / Wednesday, October 4, 2017 / Notices 

Comments containing material for 

which confidential treatment is 

requested must be filed in paper form, 

must be clearly labeled ‘‘Confidential,’’ 

and must comply with FTC Rule 4.9(c). 

In particular, the written request for 

confidential treatment that accompanies 

the comment must include the factual 

and legal basis for the request, and must 

identify the specific portions of the 

comment to be withheld from the public 

record. See FTC Rule 4.9(c). Your 

comment will be kept confidential only 

if the General Counsel grants your 

request in accordance with the law and 

the public interest. Once your comment 

has been posted on the public FTC Web 

site—as legally required by FTC Rule 

4.9(b)—we cannot redact or remove 

your comment from the FTC Web site, 

unless you submit a confidentiality 

request that meets the requirements for 

such treatment under FTC Rule 4.9(c), 

and the General Counsel grants that 

request. 

Visit the FTC Web site at http://

www.ftc.gov to read this Notice and the 

news release describing it. The FTC Act 

and other laws that the Commission 

administers permit the collection of 

public comments to consider and use in 

this proceeding, as appropriate. The 

Commission will consider all timely 

and responsive public comments that it 

receives on or before October 30, 2017. 

For information on the Commission’s 

privacy policy, including routine uses 

permitted by the Privacy Act, see 

https://www.ftc.gov/site-information/ 

privacy-policy. 

Analysis of Agreement Containing 

Consent Orders To Aid Public Comment 

Introduction 

The Federal Trade Commission 

(‘‘Commission’’) has accepted, subject to 

final approval, an Agreement 

Containing Consent Orders (‘‘Consent 

Agreement’’) from Abbott Laboratories 

(‘‘Abbott’’) and Alere Inc. (‘‘Alere’’) 

designed to remedy the anticompetitive 

effects resulting from Abbott’s proposed 

acquisition of Alere. The proposed 

Decision and Order (‘‘Order’’) contained 

in the Consent Agreement requires the 

parties to divest all rights and assets 

related to Alere’s point-of-care blood gas 

testing business to Siemens 

Aktiengelsellschaft (‘‘Siemens’’), and all 

rights and assets related to Alere’s 

point-of-care cardiac marker testing 

business to Quidel Corporation 

(‘‘Quidel’’). 

The proposed Consent Agreement has 

been placed on the public record for 

thirty days for receipt of comments by 

interested persons. Comments received 

during this period will become part of 

the public record. After thirty days, the 

Commission will review the comments 

received and decide whether it should 

withdraw, modify, or make the Consent 

Agreement final. 

Under the terms of the Amendment to 

Agreement and Plan of Merger signed 

on April 13, 2017, which amends the 

Agreement and Plan of Merger signed 

on January 30, 2016, Abbott will acquire 

Alere in a transaction valued at 

approximately $8.3 billion, which 

includes Abbott’s assumption of $3.0 

billion in debt (the ‘‘Acquisition’’). The 

Commission’s Complaint alleges that 

the proposed Acquisition, if 

consummated, would violate Section 7 

of the Clayton Act, as amended, 15 

U.S.C. 18, and Section 5 of the Federal 

Trade Commission Act, as amended, 15 

U.S.C. 45, by substantially lessening 

competition in the U.S. markets for 

point-of-care blood gas testing systems 

and point-of-care cardiac marker testing 

systems. The proposed Consent 

Agreement will remedy the alleged 

violations by preserving the competition 

that otherwise would be lost in these 

markets as a result of the proposed 

Acquisition. 

The Parties 

Abbott, headquartered in Abbott Park, 

Illinois, is a global healthcare company 

with three business units in the United 

States: Diagnostic, nutritional, and 

vascular. Its diagnostic testing division 

provides an expansive portfolio of 

instruments, tests, software, and 

training to hospitals, laboratories, blood 

banks, and physician offices. 

Alere, headquartered in Waltham, 

Massachusetts, is a global leader in 

rapid diagnostic testing. Alere provides 

diagnostic equipment, consumables, 

and patient self-management tools for 

cardiometabolic disease, infectious 

disease, and toxicology. 

The Relevant Products and Structure of 

the Markets 

I. Point-of-Care Blood Gas Testing 

Systems 

Point-of-care blood gas testing 

systems are small, portable medical 

instruments that measure a patient’s 

blood pH, oxygen, carbon dioxide, and 

electrolyte levels to assess lung and 

kidney function, as well as whether an 

acute patient requires oxygen or other 

urgent treatment. They provide results 

in less than five minutes at a patient’s 

bedside or other acute care settings 

where fast turnaround time is critical, 

and rely on single-use, disposable test 

cartridges. Abbott and Alere offer the 

only handheld point-of-care blood gas 

testing devices, and other firms offer 

portable point-of-care models that range 

up to ten pounds in weight. Hospitals 

pay a substantial premium for the 

convenience of point-of-care blood gas 

testing equipment over the closest 

alternative, using larger benchtop 

analyzers that employ multi-use packs 

of reagents and are typically located in 

a hospital laboratory or other 

centralized location for analysis. The 

vast majority of customers would not 

switch to benchtop blood gas testing 

systems in response to a small but 

significant increase in the price of pointof-care blood gas testing systems. 

Abbott and Alere are each other’s 

closest competitors and the only 

significant suppliers in the U.S. market 

for point-of-care blood gas testing 

systems, accounting for 82% and 15% 

of 2016 sales, respectively. While 

IDEXX Laboratories, Inc. and LifeHealth 

LLC offer single-use, portable (but not 

handheld) systems, they are more 

distant competitors to Abbott and Alere 

and maintain fringe positions in the 

market. 

II. Point-of-Care Cardiac Marker 

Testing Systems 

Point-of-care cardiac marker testing 

systems are small, portable medical 

instruments that measure specific 

proteins released into the blood to 

assess whether a patient experiencing 

chest pains is having a myocardial 

infarction or congestive heart failure. 

They allow for quick initial diagnoses at 

a patient’s bedside, which is critical 

because the time between a cardiac 

event and treatment increases the 

likelihood the patient will suffer 

permanent loss of heart muscle. The 

convenience of point-of-care cardiac 

marker testing systems differentiates 

them from larger benchtop models that 

can only be located in a hospital 

laboratory or some other central area of 

larger emergency departments. A small 

but significant increase in the price of 

point-of-care cardiac marker testing 

systems would not cause customers to 

switch to benchtop cardiac marker 

testing systems. 

Abbott and Alere are the only 

significant suppliers of point-of-care 

cardiac marker testing systems, 

accounting for approximately 87% and 

13%, respectively, of the 2016 U.S. 

market. Abbott offers point-of-care 

cardiac marker testing on a handheld 

analyzer, and Alere on a two-pound 

portable analyzer. The next closest 

competitor to the parties is Response 

Biomedical, which offers a more 

complex technology and accounts for 

only a nominal share of the market. 


sradovich on DSK3GMQ082PROD with NOTICES
Federal Register / Vol. 82, No. 191 / Wednesday, October 4, 2017 / Notices 46243 

The Relevant Geographic Market 

The relevant geographic market for 

point-of-care blood gas testing systems 

and point-of-care cardiac marker testing 

systems is the United States. These 

products are medical devices regulated 

by the U.S. Food and Drug 

Administration (‘‘FDA’’). Medical 

devices sold outside of the United 

States, but not approved for sale in the 

United States, do not provide viable 

competitive alternatives for U.S. 

consumers. 

Competitive Effects of the Acquisition 

The proposed Acquisition would 

likely result in significant competitive 

harm to consumers in the markets for 

point-of-care blood gas testing systems 

and point-of-care cardiac marker testing 

systems. In each relevant market, 

customers are able to leverage Abbott 

and Alere against each other to obtain 

better prices and improved products. By 

eliminating this direct and substantial 

head-to-head competition, the proposed 

Acquisition likely would allow the 

combined firm to exercise market power 

unilaterally, resulting in higher prices, 

reduced innovation, and less choice for 

consumers. 

Entry Conditions 

Entry in the relevant markets would 

not be timely, likely, or sufficient in 

magnitude, character, and scope to deter 

or counteract the anticompetitive effects 

of the proposed Acquisition. New entry 

would require significant investment of 

time and money for product research 

and development, regulatory approval 

by the FDA, and establishment of a U.S. 

sales and service infrastructure. Such 

development efforts are difficult, timeconsuming, and expensive, and often 

fail to result in a competitive product 

reaching the market. 

The Consent Agreement 

The Consent Agreement eliminates 

the competitive concerns raised by the 

proposed Acquisition by requiring Alere 

to divest: (1) Its point-of-care blood gas 

testing business, including its Ottawa, 

Canada facilities, to Siemens; and (2) its 

point-of-care cardiac marker testing 

business, including its San Diego, 

California facility, to Quidel. Alere must 

divest all assets and rights to research, 

develop, manufacture, market, and sell 

its point-of-care blood gas testing and 

point-of-care cardiac marker testing 

product lines, including all related 

intellectual property and other 

confidential business information. 

Further, Siemens and Quidel intend to 

hire substantially all of Alere’s 

employees whose responsibilities 

primarily relate to the research, 

development, manufacture, or sale of 

the relevant products. The provisions of 

the Consent Agreement ensure that 

Siemens and Quidel become 

independent, viable, and effective 

competitors in the respective markets in 

order to maintain the competition that 

currently exists. 

Siemens is a global conglomerate with 

a healthcare division that is one of the 

world’s largest suppliers of technology 

to the healthcare industry and a leader 

in medical imaging and laboratory 

diagnostics. Siemens currently supplies 

a benchtop blood gas testing system, 

and Alere’s handheld system will be 

highly complementary to Siemens’ 

portfolio in the United States. Siemens 

has the expertise, U.S. sales 

infrastructure, and resources to restore 

the competition that otherwise would 

have been lost pursuant to the proposed 

Acquisition. 

Based in San Diego, California, Quidel 

develops, manufactures, and markets 

point-of-care diagnostic testing 

solutions globally. The company has 

expertise with immunoassay testing and 

currently focuses on infectious diseases, 

women’s and general health, and 

gastrointestinal diseases. The 

acquisition of Alere’s point-of-care 

cardiac marker testing business will 

complement Quidel’s portfolio of rapid 

diagnostic testing solutions. Moreover, 

Quidel’s chairman was co-inventor of 

Alere’s point-of-care cardiac marker 

testing system, providing Quidel with 

additional understanding and 

background of the divestiture business. 

The parties must accomplish the 

divestitures no later than thirty days 

after the consummation of the Proposed 

Acquisition. If the Commission 

determines that either Siemens or 

Quidel is not an acceptable acquirer, or 

that the manner of the divestitures is not 

acceptable, the proposed Order requires 

the parties to unwind the sale of rights 

to Siemens and/or Quidel and then 

divest the products to a Commissionapproved acquirer(s) within six months 

of the date the Order becomes final. 

The Commission has agreed to 

appoint a Monitor to ensure that Abbott 

and Alere comply with all of their 

obligations pursuant to the Consent 

Agreement and to keep the Commission 

informed about the status of the transfer 

of the rights and assets to Siemens and 

Quidel. The proposed Order further 

allows the Commission to appoint a 

trustee in the event the parties fail to 

divest the products as required. 

The purpose of this analysis is to 

facilitate public comment on the 

Consent Agreement, and it is not 

intended to constitute an official 

interpretation of the proposed Order or 

to modify its terms in any way. 

By direction of the Commission. 

Donald S. Clark, 

Secretary. 

[FR Doc. 2017–21290 Filed 10–3–17; 8:45 am] 

BILLING CODE 6750–01–P 

FEDERAL TRADE COMMISSION 

[File No. 162 3128] 

Moonlight Slumber, LLC; Analysis To 

Aid Public Comment 

AGENCY: Federal Trade Commission. 

ACTION: Proposed consent agreement. 

SUMMARY: The consent agreement in this 

matter settles alleged violations of 

federal law prohibiting unfair or 

deceptive acts or practices. The attached 

Analysis to Aid Public Comment 

describes both the allegations in the 

complaint and the terms of the consent 

order—embodied in the consent 

agreement—that would settle these 

allegations. 

DATES: Comments must be received on 

or before October 30, 2017. 

ADDRESSES: Interested parties may file a 

comment online or on paper, by 

following the instructions in the 

Request for Comment part of the 

SUPPLEMENTARY INFORMATION section 

below. Write: ‘‘In the Matter of 

Moonlight Slumber, LLC, File No. 

1623128’’ on your comment, and file 

your comment online at https://

ftcpublic.commentworks.com/ftc/ 

moonlightslumberconsent by following 

the instructions on the web-based form. 

If you prefer to file your comment on 

paper, write ‘‘In the Matter of Moonlight 

Slumber, LLC, File No. 1623128’’ on 

your comment and on the envelope, and 

mail your comment to the following 

address: Federal Trade Commission, 

Office of the Secretary, 600 

Pennsylvania Avenue NW., Suite CC– 

5610 (Annex D), Washington, DC 20580, 

or deliver your comment to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

Constitution Center, 400 7th Street SW., 

5th Floor, Suite 5610 (Annex D), 

Washington, DC 20024. 

FOR FURTHER INFORMATION CONTACT: 

Amanda Kostner (202–326–2880) and 

Jock Chung (202–326–2984), Bureau of 

Consumer Protection, 600 Pennsylvania 

Avenue NW., Washington, DC 20580. 

SUPPLEMENTARY INFORMATION: Pursuant 

to Section 6(f) of the Federal Trade 

Commission Act, 15 U.S.C. 46(f), and 

FTC Rule 2.34, 16 CFR 2.34, notice is 

hereby given that the above-captioned 


sradovich on DSK3GMQ082PROD with NOTICES