Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels,  05.08.2022  
C(2022 ) 5785 final  
PUBLIC VERSION  
 
Permira Holdings Limited  
80 Pall Mall  
London  
SW1Y 5ES  
United Kingdom  
 
Sestant Internazionale S.p.A.  
Piazza Conti 2  
55051 Barga  (Lucca)  
Italy 
Subject : Case M. 10680  – PERMIRA / SESTANT / KEDRION / BPL  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041  and Article 57 of the Agreement on the European 
Economic Area2 
Dear Sir or Madam,  
(1) On 8 July 2022 , the Commission received notification of a proposed 
concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 of 
the Merger Regulation by which Permira Holdings Limited (“ Permira ”, 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ’Merger Regulation’). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the replacement of 
‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3  (the ‘ EEA Agreement’).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
2 Guernsey) and Sestant Internazionale S.p.A (“ Sestant ”, Italy) intend to acquire 
within the meaning of Article 3(1)(b) of the Merger Regulation joint control of 
Kedrion S.p.A. (“ Kedrion ”, Italy) and Bio Products Laboratory Holdings Limited 
("BPL ", United Kingdom)  (together, the “ Targets ”) (the “ Transaction ”).3 
Permira and Sestant are referred to as the “ Notifying Parties ” and, together with 
the Targets, the “ Parties ”.  
1. THE PARTIES  
(2) Permira  is a private equity firm that makes private equity investments in 
companies active in a wide variety of sectors.     
(3) Sestant  is a financial holding company primarily committed to overseeing the 
international assets of the Marcucci family.  
(4) Kedrion  is part of a global biopharmaceutical group specializing in the collection 
of human plasma and the development, production and sale of  therapeutic 
plasma -derived products. Kedrion is  currently  solely controlled by Sestant . 
(5) BPL  operates plasma collection centres across the US and produces a range of 
plasma -derived products for the treatment of immune deficiencies, bleeding 
disorders and i nfectious diseases , as well as for critical care. BPL is  currently  
solely controlled by Tiancheng International Investment Limited (China).  
2. THE CONCENTRATION  
(6) The Transaction will take place pursuant to the following agreements, 
simultaneously signed on 20 January 2022:  
(a) A sale and purchase agreement in relation to Kedrion between , on the one 
side,  a special purpose vehicle Kevlar S.p.A., which is wholly -owned b y 
Kevlar 2 S.p.A. (“ TopCo ”) and currently ( i.e. prior to closing) ultimately 
wholly -owned by Permira ; and on the other side,  the sellers, the current 
shareholders of Kedrion4 (the “ Kedrion SPA ”); 
(b) A sale and purchase agreement in relation to Naga UK Topco Limited (the 
parent company of BPL) between Kevlar S.p.A. , the buyer,  and the seller,  
Tiancheng International Investment Limited (the current owner of BPL) (the 
(“BPL SPA ”); and  
(c) A binding term sheet relating to the re -investment5 of Sestant in TopCo 
betwe en Permira and Sestant (the “ Sestant Term Sheet ”).   
                                                 
3  Publication in the Official Journal of the European Union No C 277, 19.7.2022, p. 10.  
4 Kedrion is owned by the following shareholders: Sestant (50.27%), CDP Equity S.p.A. (“ CDPE ”), 
through its subsidiary FSI Investimenti S.p.A.,  (25.06%), FSI SGR S.p.A. (“ FSI”) (24.11%), Refin S.R.L. 
(0.31%), and Pips S.R.L. (0.25%) and is solely controlled by Sestant.  
5  Re-investment meaning that Sestant, as the majority shareholder in Kedrion pre -Transaction will reinvest 
certain agreed amount  it receives as a result of the Kedrion SPA into the TopCo as per Sestant Term 
Sheet.  
 
3 (7) Post-Transaction, as a result of Kedrion SPA , BPL SPA  and Sestant Term Sheet , 
Kedrion and BPL will be wholly owned by TopCo, which, in turn, will be 
ultimately owned by Permira , Sestant and other minorit y non -controlling 
shareholders.6  
(8) While it involves the acquisition of joint control by Permira and Sestant over two 
separate undertakings, i.e., Kedrion and BPL, the Proposed Transaction 
constitutes a single concentration within the meaning of the M erger Regulation  
and the Consolidated Jurisdictional Notice. The two transactions of which the 
overall Transaction is composed are interdependent in that they are linked by 
mutual conditionality ( the Kedrion SPA and the BPL SPA refer to a shared 
transaction lett er, which provides that the Parties shall not be obliged to complete 
the sale and purchase of either of the Targets unless the sale and purchase of both 
of them are simultaneously completed) and result in joint control over the TopCo 
(which will control BP L and Kedrion)  being acquired by the same two 
undertakings, i.e., Permira and Sestant.  
(9) Each of  Permira and Sestant will acquire decisive influence over Kedrion and 
BPL, via TopCo , for the purposes of the Merger R egulation because:  
(a) An entity solely controlled , but not solely owned,  by Permira will be the 
majority shareholder in TopCo with [Permira shareholdin g in T opCo and 
Permira's governance rights in TopCo]7.   
(b) Sestant, a minority shareholder  in TopCo  with […]%, will have joint control 
by virtue o f certain rights.  Sestant will [control rights] . 
(10) For the above reasons, the Proposed Transaction constitutes a concentration 
within the meaning of Article 3(1)(b) EUMR . Because the Transaction constitutes 
a single concentration, and since the acquisition o f joint control over BPL falls 
within the scope of paragraph 91 of the Consolidated Jurisdictional Notice, it is 
not necessary to assess full -functionality of Kedrion under Article 3(4) EUMR. In 
any even t and  for completeness, Kedrion fulfil s the criteria to be considered full 
functional within the meaning of Article 3(4) EUMR , as it is an established 
business and perform s all the functions of an autonomous economic entity.   
3. UNION  DIMENSION  
(11) The undertakings concerned have a combined aggregate worldwide  turnover of 
more than EUR 5 000 million8 (Permira: EUR […] million; Sestant, including 
Kedrion: EUR […] million; BPL: EUR […] million) . At least two of  them ha ve a 
Union -wide turnover in excess of EUR 250 million  (Permira: EUR […] million, 
Sestant: EUR […] million) , but not each of them achieve more than two -thirds of 
their aggregate U nion-wide turnover within one and the same Member State. The 
notified operation therefore has a U nion dimension.   
                                                 
6  [Other non -controlling minority shareholders].  
7  The shares in TopCo will be owned by an entity controlled by Permira ([…]%), Sestant ([…]%) and […] 
non-controlling  minority shareholders, […].  
8  Turnover calculated in accordance with Article 5 of the Merger Regulation.  

 
5 (16) Vertically affected markets arise due to market shares by the Targets in the 
downstream markets exceeding 30% ; these market sh ares are listed in Table 2.  
The market shares in the upstream markets are included in the relevant parts of 
the competitive assessment below.  
4.1. Downstream markets  
4.1.1.  Plasma -derived pharmaceutical products   
(17) Plasma -derived pharmaceutical products are pharmaceuticals that are derived 
from human plasma, which is one of the components of whole blood. Plasma is 
obtained from whole blood by centrifugation. It can also be collected directly 
from donors (plasmapheres is). Plasma -derived medicinal products are obtained 
from plasma by means of a series of technical processes, which include 
fractionation and purification.  
4.1.1.1.  Product m arket definition  
(18) For pharmaceutical products, the Commission has traditionally adopted the 
Anatomical Therapeutic Classification (“ ATC ”) taxonomy devised by the 
European Pharmaceutical Marketing Research Association (“ EphMRA ”). 
(19) With regard to plasma -derived pharmaceutical products specifically, the 
Commission previously found that they differ fr om other pharmaceutical products  
because they come from a natural body fluid for the collection of which 
manufacturers depend on the willingness of donors. The Commission found 
separate product markets for human albumin, intravenous immunoglobulin 
(“IG”), Factor VIII and Factor IX.13 The Notifying Party agrees with th e 
Commission ’s decisional practice.  
(20) For the purposes of this Decision , it is not necessary to conclude on the product 
market definition, because the Parties do not overlap horizontally in any o f these 
products and the focus of the competitive assessment is potential customer 
foreclosure and the Target s’ share of demand is not significant taking into that 
they are overall small purchasers of the upstream products/services. T he 
Transaction does no t give rise to any competitive concerns under any plausible 
market definition.  
4.1.1.2.  Geographic market  definition  
(21) According to the decisional practice of the Commission, the relevant geographic 
market for the sale of pharmaceutical products is national due to re gulatory 
barriers resulting from, among others, the national reimbursement systems of 
EEA countries.  The Notifying Parties agree with this decisional practice. For the 
purposes of this Decision, the Commission does not find any reasons to depart 
from this definition.  
                                                 
13  See Case M.495 – Behringwerke AG / Amour Pharmaceutical Co. , paragraph 16 and M.821 – Baxter / 
Immuno , para graph 7.  
 
6 4.2. Upstream markets  
4.2.1.  Collection and supply  of plasma  
(22) The production and supply of certain therapeutic products derived from blood 
plasma involves collecting blood from donors and using it to manufacture 
therapeutic prod ucts via a process called fractionation. Most entities that 
manufacture plasma -derived pharmaceutical products are vertically integrated, 
operating their own collection centres  and therefore sales to third parties that 
manufacture plasma -derived pharmaceut icals appear most commonly on an ad 
hoc basis . 
(23) The Commission previously found that a market for the collection of blood 
plasma through collection centres may exist, but did not conclude on th e exact 
market definition of the market for collection of plasma .14  
(24) The Notifying Parties consider that there may be separate markets for the 
collection of normal plasma and specialty plasma, and consider that th ese market s 
(either combined  or separate)  should include collection through collection centres 
as well as th e limited volumes of blood plasma procured otherwise.15 Normal 
plasma differs from speciality plasma both on the supply -side (since the latter is 
collected from donors who have specific antibodies in their plasma ) and on the 
demand -side (since they are used  to manufacture different therapeutical products ). 
4.2.1.1.  Product market definition  
(25) For the purposes of this Decision, it is not necessary to conclude on the exact 
product market definition for the collection and supply of blood plasma, as 
regardless of the marke t definition considered, the Transaction does not give rise 
to serious doubts as to its compatibility with the internal market or the functioning 
of the EEA agreement.  
4.2.1.2.  Geographic market definition  
(26) The majority of blood plasma is collected in the US, but i s distributed globally. 
There are no limitations on the distances that both blood plasma and the resulting 
finished plasma -derived products can be transported. In practice, most 
manufacturers of plasma -derived products also source some quantities of blood 
plasma outside of the US.16  
(27) For the purposes of this Decision, it is not necessary to conclude on the exact 
geogra phic market definition . Both Targets exclusively operate collection centres 
in the US, and therefore a vertical relationship with the supply of plasma -derived 
pharmaceutical products only exists when considering a global market definition 
for the collection of blood plasma.  
                                                 
14  See Case M.495 – Behringwerke AG / Amour Pharmaceutical Co. , paragraph 45.  
15  Form CO, paragraph 131.  
16  Form CO, paragraph 134.  
 
7 4.2.2.  Supply of paste  
(28) Paste is an intermediate product resulting from the fractioning of plasma. Similar 
to blood plasma collect ion and supply , plasma -derived pharmaceutical producers 
are in most instances  vertically integrated for paste and only occasionally sell 
limited volumes  to third parties  that manufacture plasma -derived pharmaceuticals  
(for example, in case of surplus). There are different types of paste, the main ones 
include: (i) CRYO paste, from which Factor VIII is obtained; (ii) prothrombin 
complex concentrate, from which Factor IX is obtained; (iii) Fraction II and 
Fraction II+III, from which IGs are obtained, and (iv)  Fraction V, from which 
albumin is obtained.  
4.2.2.1.  Product market definition  
(29) It is likely that the product market definition for paste could be considered along 
similar lines as the product definition for the collection and supply of blood 
plasma. In the presen t case, the Notifying Parties did not express a view on the 
appropriate product market definition for paste. However, f or the purposes of this 
Decision, it is not necessary to conclude on the exact product market, as 
regardless of the product market defini tion considered, the Transaction does not 
raise competition concerns under any plausible market definition.  
4.2.2.2.  Geographic market definition  
(30) It is likely that the geographic market definition for paste is global as similar 
considerations as for blood plasma supply apply. In the present case, the 
Notifying Parties did not express a view on the appropriate geographic market 
definition for paste. However, f or the purposes of this Decision, it is not necessary 
to conclude on the exact geographic market, as regard less of the geographic 
market definition considered, the Transaction does not raise competition concerns 
under any plausible market definition.  
4.2.3.  CDMO services  
(31) Contract development and manufacturing organisation (“ CDMO ”) services  are an 
arrangement under wh ich a manufacturer provides upstream manufacturing 
services of finished dose pharmaceuticals (“ FDP”s) and active pharmaceutical 
ingredients (“ API”s) under contract on behalf of third party pharmaceutical 
companies.  
4.2.3.1.  Product market definition  
(32) In previous decisions, the Commission  identified separate markets for CDMO 
services for FDPs and active pharmaceutical ingredients APIs.17 In the present 
case, the Notifying Part ies did not express a view on the appropriate market 
definition of CDMO services. For the p urpose of  this Decision, there is no need to 
depart from the Commission’s decisional practice, as the Transaction does not 
raise competition concerns under any plausible market definition.  
                                                 
17  See cases M.9995 – Permira / Neuraxpharm , paragraph 13 et seq. and M.9315 – CHR. Hansen / Lonza / 
JV, paragraph  17. 
 
8 4.2.3.2.  Geographic market definition  
(33) In the past, the Commission has consid ered the market for CDMO services to be 
at least EEA -wide in scope.18 In the present case, the Notifying Part ies did not 
express a view on the appropriate market definition of CDMO services. For the 
purpose of this Decision, there is no need to depart from the Commission’s 
decisional practice, as the Transaction does not raise competition concerns under 
any plausible market definition.  
4.2.4.  CRO services  
(34) Contract research organisation (“ CRO ”) services consist in assisting 
pharmaceutical or biotech companies in co nducting and evaluating clinical trials. 
This mainly involves organising the interaction between patients and doctors at 
clinical trial sites.  
4.2.4.1.  Product market definition  
(35) In previous decisions, the Commission found a separate market for CRO services 
without further segmentation.19 In the present case, the Notifying Part ies did not 
express a view on the appropriate market definition of CRO services. For the 
purpose of th is Decision, there is no need to depart from the Commission’s 
decisional practice, as the Tr ansaction does not raise competition concerns under 
any plausible market definition.  
4.2.4.2.  Geographic market definition  
(36) In the past, the Commission has considered the market for CRO services to be at 
least EEA -wide in scope.20 In the present  case, the Notifying P arties did not 
express a view on the appropriate market definition of CRO services. For the 
purpose of this Decision, there is no need to depart from the Commission’s 
decisional practice, as the Transaction does not raise competition concerns under 
any pla usible market definition.  
4.2.5.  Laboratory services  
4.2.5.1.  Product market definition  
(37) In a previous decision, the Commission identified separate markets for laboratory 
services for clinical development (for which the customers are e.g. 
pharmaceutical and biotechnology c ompanies, CROs and CDMOs) and 
laboratory services for diagnostic purposes (for which customers are hospitals / 
clinics and physicians), and left the possibility of further segmentation open.21 In 
the current case, the Notifying Part ies did not express a vie w on the appropriate 
market definition of laboratory services. For the purpose of this Decision, it is not 
                                                 
18  See cases M.9995 – Permira / Neuraxpharm , paragraph 17 et seq. and M.5953 - Reckitt Benckiser / SSL , 
paragraphs 64 -66. 
19  See cases M.10304 – Thermo Fisher / PPD , paragraph 21 and M.8061 – IMS Health / Quintiles , 
paragraph 39 et seq.  
20  See cases M.10304 – Thermo Fisher / PPD , paragraph 25 and M.8061 – IMS Health / Quintiles , 
paragraph 39 et seq.  
21  See case M.10304 – Thermo Fisher / PPD , paragraph 33 and 34.  
 
9 necessary to  depart from the Commission’s decisional practice, as the Transaction 
does not raise competition concerns under any plausible market defi nition. In this 
case, only the market for laboratory services for clinical development is relevant, 
as it forms part of an affected vertical relationship.  
4.2.5.2.  Geographic market definition  
(38) In the past, the Commission has considered the market for laboratory ser vices for 
clinical development to be at least EEA -wide in scope.22 In the present  case, the 
Notifying Parties  did not express a view on the appropriate market definition of 
laboratory services. For the purpose of th is Decision, there is no need to depart 
from the Commission’s decisional practice, as the Transaction does not raise 
competition concerns under any plausible market definition.  
4.2.6.  Chemicals  
(39) The relevant chemicals that give rise to a vertical relationship  becaus e they could 
potentially be purchased by the Targets  include: (i) acetic acid, (ii) hydrochloric 
acid, (iii) sodium hypochlorite; (iv) sodium hydroxide; (v) sodium acetate 
anhydrous and (vi) sodium acetate trihydrate.23  
4.2.6.1.  Product market definition  
(40) In previous decisions, the Commission considered that different chemicals fall 
into separate product markets  depending on their characteristics and potential use , 
as well as lack of supply side substitution .24 The Notifying P arties do  not express 
a view on the  market definition for these products. For the purposes of this 
Decision, it is not necessary to conclude on the exact product market definition 
for these chemicals,  as regardless of the product market definition considered, the 
Transaction does not raise competition concerns under any plausible market 
definition.  
4.2.6.2.  Geographic market definition  
(41) In previous decisions, the Commission considered  that, for certain chemicals , 
markets could be either national or EEA -wide.25 As the outcome of the 
competitive assessme nt of the Transaction remains the same under all alternative 
geographic market definitions, it is not necessary for the Commission to conclude 
on the exact geographic market definition.  
                                                 
22  See cases M.10304 – Thermo Fisher / PPD , paragraph 36.  
23  The only two produc ts for which there may be an affected market upstream by virtue of [Permira portfolio 
company’s market share] could be [chemical product] and [chemical product] , but these two products are 
not used in the production processes of the Targets.  
24  More gener ally on the approach to product market for chemical products see M.8674 – BASF/Solvay's 
Polyamide Business.  
25  More generally on the approach to geographic market for chemical products see M.8674 – BASF/Solvay's 
Polyamide Business.  
 
10 5. COMPETITIVE ASSESSMEN T 
5.1. Analytical framework  
(42) Article 2 of the Merger Re gulation requires the Commission to examine whether 
notified concentrations are compatible with the internal market, by assessing 
whether they would significantly impede effective competition in the internal 
market or in a substantial part of it, in partic ular as a result of the creation or 
strengthening of a dominant position.26 
(43) In the assessment of non -horizontal mergers, the Commission distinguishes 
between two broad types of such mergers: vertical mergers and conglomerate 
mergers.  
(44) Vertical mergers involve companies operating at different levels of the supply 
chain. For example, when a manufacturer of a certain product (the “upstream 
firm”) merges with one of its distributors (the “downstream firm”), this is called a 
vertical merger.27 
(45) In assessing po tential vertical effects of a merger, the Commission analyses 
whether a merger results in foreclosure so that actual or potential rivals' access to 
supplies or markets is hampered or eliminated as a result of the merger, thereby 
reducing these companies' a bility and/or incentive to compete. Such foreclosure 
may discourage entry or expansion of rivals or encourage their exit. Foreclosure 
thus can be found even if the foreclosed rivals are not forced to exit the market: it 
is sufficient that the rivals are di sadvantaged and consequently led to compete less 
effectively. Such foreclosure is regarded as anti -competitive where the merging 
companies — and, possibly, some of its competitors as well — are as a result able 
to profitably increase the price charged to c onsumers.28 
(46) Two forms of foreclosure can be distinguished. The first is where the merger is 
likely to raise the costs of downstream rivals by restricting their access to an 
important input (input foreclosure). The second is where the merger is likely to 
foreclose upstream rivals by restricting their access to a sufficient customer base 
(customer foreclosure).29 
(47) In assessing both types of foreclosure, the Commission assesses whether (i) the 
merged entity would have the ability to engage in foreclosure, (ii) it  would have 
the incentive to do so, and (iii) what would be the overall impact on effective 
competition in the affected markets.30  
5.2. Affected markets  
(48) The Transaction does not give rise to affected horizontal overlaps. The 
Transaction gives rise to the follow ing affected vertical relationships , primarily 
                                                 
26  Regarding rules rel ating to the functioning of the EEA Agreement, see Annex XIV to the EEA 
Agreement.  
27  OJ C 265, 18.10.2008, p. 6 -25 (the ’Non -horizontal Merger Guidelines’), paragraph 4.  
28  Non-horizontal Merger Guidelines, paragraph 29.  
29  Non-horizontal Merger Guidelines, paragraph 30.  
30  Non-horizontal Merger Guidelines, paragraphs 32 and 59.  



 
14 (56) At the downstream level , the Targets produce different plasma -derived 
pharmaceuticals, some of which are marketed in the EEA. It is the market shares 
in some Member States of some of these products that give rise to a vertically 
affected market (if the overall market of plasma supply is considered). The 
Commis sion therefore only considered the likelihood of customer foreclosure.   
(57) An affected vertical relationship only exists with respect to one  specialty  type of  
plasma that BPL supplies to third -party customers and that Kedrion uses in its 
plasma -derived produ cts. BPL supplies  [a type of specialty plasma] , which 
kedrion s elf-sources and uses for its [an  hyperimmune globulin product] . BPL 
sells its own hyperimmune globulin products almost exclusively outside of the 
EEA, with minor sales only in Cyprus and Malta. The Commission assessed 
whether,  as a result of the Transaction , the Targets would have an ability to 
engage in customer for eclosure with respect to their purchase s of [a type of 
specialty plasma] . 
(58) The Commission found that the T argets would be unlikely  to have the ability to 
engage in customer foreclosure with respect to the purchase of [a type of specia lty 
plasma]  from third  parties and the vertical link is hypothetical . First , the Targets  
are vertically integrated and rely on self -supply for their respective plasma 
requirements. BPL does not purchase any plasma from third  parties and the small 
amounts of normal plasma that Ke drion purchased from third  parties was from 
suppliers that do not manufacture plasma -derived products. Second , the incentives 
to engage in a foreclosure strategy would not be changed as a result of the 
Transaction because  going forward, BPL would not be able to sell its [a type of 
specialty plasma]  product in the EEA. BPL does not hold any marketing 
authorization for any of its hyperimmune globulin products for any EEA country, 
and it is no longer able to obtain special import exemptions  it relied upon in the 
past due to reg ulatory changes .  
(59) It follows, based on the fact that the industry is organised in such a manner that 
third party purchases of plasma (normal and specialty) are rare and because BPL 
will not be able to sell its hyperimmune globulin products in the EEA, customer 
foreclosure as a result of the Transaction is highly unlikely . The Targets will have 
neither the abili ty, nor the incentive to engage in a successful customer 
foreclosure strategy post -Transaction.  
5.3.3.  Conclusion  
(60) For the reasons set out above, the Transaction does not give rise to serious doubts 
as to its compatibility with the internal market or a substantial  part thereof in 
relation to vertical effects for the collection and supply of plasma.  
5.4.  Vertical relationship – Supply of paste (upstream) and supply of plasma -
derived pharmaceutical products (downstream) – customer foreclosure  
5.4.1.  The Notifying Parties’ view  
(61) The Notifying Parties explain that the supply of paste is an intermediate product 
which results from the fractionation of plasma. Manufacturers of plasma -derived 
product s are typically vertically integrated and typically use the paste they obtain 
from their in -house plasma fractionation. Plasma -derived pharmaceutical 
producers only occasionally sell limited volumes of paste to each other, for 
 
15 example in case of a surplus.35  The Parties are not aware of any available data or 
sources of information on the supply of paste to third parties, based on which one 
could estimate each Target's market share.  
5.4.2.  The Commission’s assessment  
(62) Kedrion currently only sells limited quantities o f [a type of specialty paste] – 
which it would otherwise dispose of as it does not use it in the production process 
of its current [plasma dervised product]  product.36 BPL does not sell paste to any 
other manufacturers of plasma -derived products.37 
(63) In light of the limited sales by the Targets of paste at the upstream level and the 
sporadic nature of their sales at the upstream level, the Commission considers that 
the Transaction will not give rise to input foreclosure concerns and therefore 
focusses in its co mpetitive assessment on the possibility of customer foreclosure.  
(64) As regards customer foreclosure, BPL to date has not purchased any paste from 
third parties, and Kedrion only purchased a very small amount of paste over two 
years ago for its [plasma derived products] ; the Parties are therefore not 
meaningful customers of paste.38 Therefore , it is unlikely that the Targets would 
have an ability to engage in customer foreclosure with respect to plasma paste 
suppliers.  
(65) In addition,  the Commission considers that the Targets would not have an 
incentive to engage in a customer foreclosure strategy as a result of the 
Transaction because the product which BPL sells in the EEA is [a type of 
specialty plasma] , not a product sold by Kedrion  for which it purchases paste. 
Competitive concerns due to customer foreclosure can therefore be excluded.  
5.4.3.  Conclusion  
(66) For the reasons set out above, the Transaction does not give rise to serious doubts 
as to its compatibility with the internal market or a  substantial part thereof in 
relation to vertical effects for  the supply of paste.  
5.5. Vertical relationship – CDMO services (upstream) and supply of plasma -
derived pharmaceutical products (downstream)  – customer foreclosure  
(67) The combined market share of Permir a’s portfolio companies in CDMO services 
is well under 5%  under any plausible market definition.39 Therefore, the vertical 
relationship with plasma -derived pharmaceutical products is affected by virtue of 
the Targets’ market share s in the downstream market,  and the Commission’s 
assessment will focus on customer foreclosure.  
                                                 
35  Form CO, paragraph 222.  
36  Form CO, paragraph 224.  
37  Form CO, paragraph 225.  
38  Form CO, para graph 224.  
39  Form CO, paragraph 208.  
 
16 5.5.1.  The Notifying Parties’ view  
(68) The Notifying P arties  submit that customer foreclosure (as well as input 
foreclosure) can be excluded, and that the vertical link between Permira portfolio 
companies’ CDMO services and the Targets’ plasma -derived pharmaceutical 
products is at most theoretical . The Notifying Part ies argue  that:40 
(a) neither of the Targets procures CDMO services from third parties to any 
meaningful extent (BPL did not have any CDMO spend in 2021, and Kedrion 
only procured [previous year’s spend for cdmo services and future business 
strategies] . 
(b) Neuraxpharm, Quotient an d Cambrex are each unable to provide CDMO 
services for plasma derived products as each of them does not have the 
necessary licenses, equipment, experience and know -how.  
5.5.2.  The Commission’s assessment  
(69) The Commission considers that in this case, customer forecl osure can be excluded 
as the Notifying Parties are highly unlikely to have the ability to engage in such a 
strategy.  
(70) The Targets have a minimal share of overall demand for CDMO services (less 
than 1% under all plausible market definitions), considering they essentially do 
not procure such services . Furthermore, the overall demand for such services is 
represented by the entire life sciences sector, of which the sub -sector represented 
by manufacturers of plasma -derived products such as the Targets represen ts a 
very minor  portion  (and the Targets themselves an even smaller portion). In 
addition, Permira’s portfolio companies currently do not serve plasma -derived 
pharmaceutical companies and are unable to do so , therefore the Targets cannot 
divert their CDMO purchases to Permira’s portfolio companies post -Transaction . 
(71) In light of the clear absence of ability to engage in customer foreclosure, the 
merged entity will likely have no incentive to foreclose , and any such strategy 
would be unlikely t o have any impac t on competition . 
5.5.3.  Conclusion  
(72) For the reasons set out above, the Transaction does not give rise to serious doubts 
as to its compatibility with the internal market or a substantial part thereof in 
relation to vertical effects for CDMO services.  
5.6. Vertical relationship – CRO services (upstream) and supply of plasma -derived 
pharmaceutical products (downstream) – customer foreclosure  
(73) Quotient’s market share for CRO services is less than 1% under any plausible 
market definition.41 Therefore, the vertical relatio nship with plasma -derived 
pharmaceutical products is affected by virtue of the Targets’ market shares in the 
downstream market, and the Commission’s assessment will focus on customer 
foreclosure.  
                                                 
40  Form CO, paragraphs 187 -211. 
41  Form CO, paragraph 211.  
 
17 5.6.1.  The Notifying Parties’ view  
(74) The Notifying Parties submit tha t customer foreclosure (as well as input 
foreclosure) can be excluded. The Notifying Parties argue that the Targets are not 
meaningful customers for CRO services (the Targets together represent less than 
1% of total demand under any plausible market defini tion).42  
5.6.2.  The Commission’s assessment  
(75) The Commission considers that in this case, customer foreclosure can be excluded 
as the Notifying Parties are highly unlikely to have either the ability or incentive 
to engage in such a strategy.  
(76) The Targets have a mini mal share of overall demand for CRO services (less than 
1% under all plausible market definitions). The overall demand for such services 
is represented by the entire life sciences sector, and contains large customer s such 
as global pharmaceutical companies . Of this sector, the sub -sector represented by 
manufacturers of plasma -derived products such as the Targets represents a very 
minor portion (and the Targets themselves an even smaller portion).  
(77) In light of the clear absence of ability to engage in custom er foreclosure, the 
merged entity will likely have no incentive to foreclose, and any  such a strategy  
would be unlikely to have any impact on competition  
5.6.3.   Conclusion  
(78) For the reasons set out above, the Transaction does not give rise to serious doubts 
as to its compatibility with the internal market or a substantial part thereof in 
relation to vertical effects for CRO services.  
5.7. Vertical relationship – Laboratory services  for clinical development  (upstream) 
and supply of plasma -derived pharmaceutical products (downstream) – 
customer foreclosure  
(79) Cambrex’s market share for laboratory services for clinical development is less 
than 5% under any plausible market definition.43 Therefore, the vertical 
relationship with plasma -derived pharmaceutical products is affected by virtue of 
the Targets’ market shares in the downstream market, and the Commission’s 
assessment will focus on customer foreclosure.  
5.7.1.  The Notifying Parties’ view  
(80) The Notifying Parties submit  that customer foreclosure (as well as input 
foreclosure) can be excluded. The Notifying Parties argue that the Targets are not 
meaningful customers for laboratory services for clinical development (the 
Targets together represent less than 1% of total dema nd under any plausible 
market definition).44 Furthermore, the Notifying Parties indicate that Cambrex has 
                                                 
42  Form CO, paragraph 210.  
43  Form CO, paragraph 211.  
44  Form CO, paragraph 210.  
 
18 only […]. Therefore, any supplier -customer relationship between Cambrex and 
the Targets in the future is highly unlikely and would not reflect market r eality.45 
5.7.2.  The Commission’s assessment  
(81) The Commission considers that in this case, customer foreclosure can be excluded 
as the Notifying Parties are highly unlikely to have either the ability or incentive 
to engage in such a strategy.  
(82) The Targets have a mini mal share of overall demand for laboratory services for 
clinical development (less than 1% under all plausible market definitions). The 
overall demand for such services consists of the  entire life sciences sector, and 
contains large customer s such as globa l pharmaceutical companies . Of this sector, 
the sub -sector represented by manufacturers of plasma -derived products such as 
the Targets represents a very minor portion (and the Targets themselves an even 
smaller portion).  
(83) In light of the clear absence of a bility to engage in customer foreclosure, the 
merged entity will likely have no incentive to foreclose, and any such strategy 
would be unlikely  to have any impact on competition . 
5.7.3.   Conclusion  
(84) For the reasons set out above, the Transaction does not give rise  to serious doubts 
as to its compatibility with the internal market or a substantial part thereof in 
relation to vertical effects for laboratory services for clinical development.  
5.8. Vertical relationship – Supply of specific chemicals (upstream) and supply o f 
plasma -derived pharmaceutical products (downstream) – customer foreclosure  
5.8.1.  The Notifying Parties’ view  
(85) The market share of CABB’s activities as a global chemicals producer is below 
30% under all plausible market definitions for all of the chemicals that could be 
hypothetically purchased by the Targets.46 The Commission’s assessment 
therefore focuses on customer foreclosure by virtue of Targets’ market shares 
downstream.  
(86) The Notifying Parties provide a number of reasons to support their view that both 
input and customer is highly unlikely with respect to CABB’s activities as a 
global chemicals producer. First,  CABB focuses its activities on the agro -
chemicals industry, only a small proportion of CABB's products are actually sold 
to pharmaceutical companies,  none of which are active in the supply of plasma -
derived products. It is therefore only a hypothetical scenario that the Targets 
would purchase their chemical supplies for their plasma -derived pharmaceuticals 
from CABB to the detriment of other third -party suppliers  of chemicals . Second , 
the chemicals produced by CABB and sourced by the Targets from third parties, 
for example acetic acid and hydrochloric acid, are considered commodity 
                                                 
45  Form CO, paragraph 209.  
46  Form CO, paragraph 213.  
 
19 chemicals, which are produced and supplied by a large number of mark et players 
around the globe  for customers from different industries .   
5.8.2.  The Commission’s assessment  
(87) The Commission considers that in this case, customer foreclosure can be excluded 
as the Notifying Parties are highly unlikely to have either the ability or i ncentive 
to engage in such a strategy. The chemicals that the Targets could potentially 
purchase from CABB are commodity chemicals and used in many industries. The 
Targets therefore would represent only a very small proportion of demand.  Due to 
the fact th at the Targets represent only a small portion of total demand for the 
chemicals that are supplied by CABB, it is unlikely that the Targets would have 
an ability to engage in anti -competitive customer foreclosure.  
5.8.3.  Conclusion  
(88) For the reasons set out above, the Transaction does not give rise to serious doubts 
as to its compatibility with the internal market or a substantial part thereof in 
relation to vertical effects for the supply of chemicals.  
6.  CONCLUSION  
(89) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with 
the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of 
the Merger Regulation and Article 57 of the EEA Agreement.   
For the  Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President