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 -MER GER -REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels, 8.3.2021  
C(2021)  1619 final  
PUBLIC VERSION 
 
Sanacorp Pharmahandel GmbH  
Semmelweisstraße 4  
82152 Planegg 
Germany  
Subject : Case M.10141 -  Sanacorp Pharmahandel / Leopold Fiebig and Gerda 
Nückel  
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004
1 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 1 February 2021, the European Commission received notification of a proposed 
concentrati on pursuant to Article 4 of the Merger Regulation by which Sanacorp 
Pharmahandel GmbH ( ‘Sanacorp ’) would acquire sole control of the whole of 
Leopold Fiebig GmbH & Co. KG ( ‘Fiebig ’) and Gerda Nückel GmbH ( ‘Gerda 
Nückel ’, and together with Fiebig the ‘Targe t’) (the ‘Transaction’).3 Sanacorp is 
designated hereinafter as the ‘Notifying Party’ and together with the Target as the ‘Parties’ or the ‘Merged Entity’.  
                                                 
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’).  
3  Publication in the Official Journal of the European Union No C 47, 10.2.2021, p.10.  
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information omitted has been replaced by 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 1. THE PARTIES  
(2) Sanacorp is a full -service wholesaler of pharmaceuticals operating on the German 
market.  Sanacorp is ultimately controlled by astera SA (France) and Sanacorp eG 
Pharmazeutische Großhandlung (Germany), which are both pharmacist cooperatives.  
(3) Fiebig is a full- service wholesaler of pharmaceuticals based in Rheinstetten, 
operating in central and southern Germany.  
(4) Gerda Nückel is the general partner of Fiebig.  
2. THE OPERATION  
(5) On 19 December 2020, Sanacorp entered into an agreement to purchase all shares of 
Fiebig and Gerda Nückel. Sanacorp therefore acquires sole control over the Target. Consequently , the T ransaction would give rise to a concentration within the meaning 
of Article 3(1)(b) of the Merger Regulation.  
3. U
NION  DIMENSION  
(6) The undertakings concerned have a combined aggregate worldwide turnover of more than EUR 5 000 million
4 (the Sanacorp group: EUR  9 682 million; the Target: 
EUR  […] million, in 2019). Each of them has a  Union- wide turnover in excess of 
EUR 250 million (the Sanacorp group: EUR […] million; the Target: EUR […] 
million, in 2019). The Sanacorp group did not achi eve more than two -thirds of its 
aggregate Union- wide turnover within one and the same Member State. The notified 
operation therefore has an EU dimension within the meaning of Article 1(2) of the Merger Regulation.   
4. C
OMPETITIVE ASSESSMEN T 
4.1. Market definitions  
4.1.1. Product market definition 
(7) Pharmaceutical wholesaling comprises the delivery of pharmaceutical products to customers such as pharmacies, hospitals or doctors ( but not to end- customers ) by 
wholesalers (as opposed to pharmaceutical manufacturers) . Both full -service 
wholesalers (also referred to as full -liners ), which  aim at supplying customers with a  
full array  of pharmaceutical products, and  short -liners, which only offer a limited  
product range  to their customers, are active in pharmaceutical wholesaling . 
(8) In its decisional practice, including in its recent Alliance / Gehe  decision , with 
respect to Germany  specifically , the Commission concluded that pharmaceutical 
full-line wholesaling is  a distinct product market from pharmaceutical short -line 
wholesaling , in particular due to the applicable legal framework.
5 The Commission 
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
5  See Commission decision of 17 August 2020 in case M.9711 -  Alliance Healthcare Deutschland AG / 
GEHE Pharma Handel GmbH , para. 19, C ommission decision of 4 May 2011 in case  M.6044 - Alliance 
 
 
3 also considered further segmenting of the market based on (i) the products supplied 
(prescription medicine, over -the-counter products, generics or parallel imports etc.), 
and/or (ii) the c ustomer supplied (retail pharmacies, doctors or hospitals).6  
(9) The results of the market investigation did not provide any reason to depart from these precedents. While wholesalers (including the Notifying Party) indicate that the 
relevant market should inc lude direct supplies by pharmaceutical manufacturers, 
customers’ feedback was mixed, with a significant number of respondents indicating that they only procured a small share of their supply directly from manufacturers 
(between 5% and 20%) and a majority i ndicating that they would not be able to 
source significantly more.
7 According to a submission by a market participant, in 
addition to pharmacies, doctors and hospitals (identified in precedents), short -line 
wholesalers and parallel importers can represent  additional categories of customers.8  
(10) As a result of the above, for the purposes of the decision, the Commission considers 
that the relevant product market is the wholesale supply of pharmaceutical by full line wholesaler. Whether such a market should be segmented based on the type of product or customer supplied can be left open as the Transaction does not raise concern regardless of the precise market definition. 
4.1.2. Geographic market definition  
(11) The Commission has consistently considered pharmaceutical whole saling national or 
regional in scope  in its decision practice. With respect to Germany specifically, the 
Commission has considered, including in its recent Alliance / Gehe  decision, that  the 
geographic scope of the market for pharmaceutic al wholesaling to be 2 hours 
14 minutes of driving time around the warehouses  of pharmaceutical wholesalers,  in 
line with the practice of the German competition authority .
 9  
(12) The results of the market inv estigation did not provide any reason to depart from 
these precedents.10  
(13) As a result of the above, for the purposes of the decision, the Commission considers that the relevant geographic market is delimited by a driving time of 2 hours 14 minutes from the depot of Fiebig located in Rheinstetten (Fiebig’s only depot). 
                                                                                                                                                      
Boots / Andrae -Noris Zahn, para.14; and Commission decision of 19 March 2009 in case M.5433 - 
Sanacorp / V.D. Linde , para. 8.  
6  See Commission decision of 17 August 2020 in case M.9711 -  Alliance Healthcare Deutschland AG / 
GEHE Pharma Handel  GmbH; and Commission decision of 6 April 2016 in case M.7818 - McKesson / 
UDG Healthcare , para. 15 .  
7  Q2 - Fragebogen Kunden, replies to question 8 and 9.  
8  Email from a market participant, 4 February 2021.  
9  See Commission decision of 17 August 2020 in case M.9711 -  Alliance Healthcare Deutschland AG / 
GEHE Pharma Handel GmbH, para. 27;  and Commission decision of 19 March 2009 in case M.5433 - 
Sanacorp / V.D. Linde , para s. 9-10. 
10  Q1 - Fragebogen Wettbewerber , replies to question 4.  
 
 
4 4.2. Competitive assessment  
4.2.1. Horizontal effects  
(14) The Transaction gives rise to one horizontally -affected market for full -line 
pharmaceutical wholesaling to pharmacies in the area of 2 hours and 14 minutes 
driving time around the Fiebig depot in Rheinstetten, Germany.11 
(15) As shown in Table 1, the Merged Entity would have a market share of [20- 30]% in 
the affected mar ket. A number of significant competitors would remain, namely 
Phoenix with [20- 30]%, Noweda with [10- 20]%, Alliance Healthcare with [10- 20]% 
and Gehe with [10- 20]%. While Alliance Healthcare and Gehe continue to operate 
with separate branch offices and bra nds, Alliance Healthcare acquired sole control 
over Gehe in 2020.12 
Table 1 - Market shares -  Full line wholesaling to pharmacies in the area around 
Fiebig’s Rheinstetten depot, by value (Q1 -Q3 2020)13 
Market shares (Q1 -Q3 2020)  
Sana corp [20-30]% 
Fiebig  [5-10]% 
Merged Entity  [20-30]% 
Phoenix  [20-30]% 
Noweda  [10-20]% 
Alliance Healthcare  [10-20]% 
Gehe  [10-20]% 
AEP  [0-5]% 
Source: Form CO, Table no.7.  
(16) All competitors listed in Table 1 operate depots in the relevant geographic market 
around Fiebig’s Rheinstetten depot and supply pharmacies in the affected market several times a day (with the exception of AEP).  
(17) Competitors pr esently active in the area around Fiebig’s Rheinstetten depot submit 
that they have available capacities to increase supplies to existing customers as well as to start supplying new customers.
14 
                                                 
11  No affected market would arise when looking at the supply of pharmaceuticals to doctors and hospitals. 
Sales of the Parties to hospitals and extern hospital pharmacies account for less than 1% of their average 
monthly sales. Fur ther, if considering a further segmentation according to the category of product supplied 
(i.e. prescription medicine, over -the-counter products, generics or parallel imports etc.), the Notifying 
Party submits that market shares would not meaningfully dive rge from the overall market (see Table 1). 
Therefore, the outcome of the competitive assessment would also apply in case of further segmentation of the product market by type of product or customer.  
12  See Commission decision of 17 August 2020 in case M.9711 - Alliance Healthcare Deutschland AG / 
GEHE Pharma Handel GmbH . 
13  No complete data available for 20 20. The Parties’ combined market share in 2019 does not materially 
differ from the Q1 -Q3 2020 combined market share.  
14  Q1 - Fragebogen Wettbewerber, rep lies to questions 7 and 8.  
 
 
5 (18) Customers (pharmacies) submit that they have access to suffici ent alternative full-
line wholesale suppliers other than the Parties. All pharmacies responding to the 
market investigation explain that they have access to at least two full- line 
wholesalers other than the Parties, which could supply them at customary mar ket 
conditions. A majority of responding pharmacies even states that they have access to at least four such alternative full -line wholesalers.
15  
(19) A majority of pharmacies responding to the market investigation further submits that they would be able to swit ch full -line wholesaler without significant effort.
16 In fact, 
a majority of pharmacies responding to the market investigation reports having switched from one to another full -line wholesaler in the past five years.
17 
(20) It therefore appears that effective alte rnative full -line wholesale suppliers are 
available to pharmacies in the region around Fiebig’s Rheinstetten depot. 
(21) In addition to this constraining influence of competitors, certain market characteristics would, in any case, significantly limit the Merged  Entity’s ability to 
exert market power post -Transaction.  
(a) Firstly, full- line pharmaceutical wholesaling in Germany is highly regulated. 
Wholesalers require a wholesale licence to operate and the price of prescription pharmaceuticals (which according to the  Parties account for 
[80-90]% of the sales in the pharmaceutical wholesale sector),
18 is subject to 
regulation.19 This view of market dynamics is shared by competitors of the 
Parties. One competitor in this context notes that ‘ in particular the 
pharmaceutical price regulation sets a narrow framework for the pricing ability in the main product range of prescription pharmaceuticals ’.
20 
(b) Secondly, direct supply to pharmacies from pharmaceutical manufacturers as well as short -line pharmaceutical wholesalers exerts some degree of 
competitive pressure on full -line wholesalers. A competing full -line 
wholesaler submits (as the Notifying Party) that direct deliveries from 
pharmaceutical manufacturers to pharmacies have increased significantly and 
therefore represent sign ificant competition for wholesalers.
21 A majority of 
responding pharmacies submit that they are sourcing more than 5% directly 
from manufacturers (with some even sourcing between 10% and 20%, and one respondent between 20% and 30% directly).
22 Similarly, sho rt-line 
wholesalers that may be focused on a specific product segment of the market to some extent also compete for the supply to pharmacies with full -line 
wholesalers.
23 While direct deliveries and supply by short -line wholesalers 
cannot provide the same s ervice to pharmacies as full -line wholesalers 
                                                 
15  Q2 - Fragebogen Kunden, replies to question 12.  
16  Q2 - Fragebogen Kunden, replies to question 10.  
17  Q2 - Fragebogen Kunden, replies to question 9.  
18  Form CO, paragraph 137.  
19  According to the Arzneimittelpreisverordnung.  
20  Q1 - Fragebogen Wettbewerber, reply to question 11. Courtesy translation. The original German text 
reads: ‘ Insbesondere die Arzneimittelpreisverordnung setzt einen engen Rahmen f ür die Preisgestaltung 
im dominierenden Sortimentsbereich der verschreibungs pflichtigen Arzneimittel‘.  
21  Q1 - Fragebogen Wettbe werber, reply to question 12.  
22  Q2 - Fragebogen Kunden, replies to question 8.  
23  See e.g. Form CO, paragraph s 109 and 130.  
 
 
6 (e.g. multiple deliveries per day of entire product portfolio – a service that 
pharmacies are reliant upon, even if they purchase some products directly), 
they constitute a limited out- of-market constraint.  
(c) Thirdly, all competing full- line wholesalers responding to the market 
investigation submit that customers have significant bargaining power.24  
(22) Overall, competitors and customers responding to the market investigation do not 
expect the Transaction to have a n egative impact on their business or on competition 
in the market.  
(23) While a majority of competitors expects the Transaction to lead to more intense 
competition, only one competitor expects the Transaction to have a negative impact for its business.
25 A large majority of customers expressing an opinion expect the 
Transaction to have a neutral or positive impact on their business.26 More 
specifically, a majority of customers also do not expect negative developments with respect to the service level and the number  or cost of deliveries.
27 
(24) Therefore, based on the considerations in this Section 4.2.1, in particular the 
presence of a number of effective competitors  that customers could readily switch to 
and, in any case, the limited pricing power of full -line wholesalers in Germany, the 
Commission considers that the Transaction does not raise serious doubts as to its 
compatibility with the internal market in relatio n to full -line pharmaceutical 
wholesaling in the Region around Fiebig’s Rheinstetten depot. 
4.2.2. Foreclosure effects  
(25) Both Parties are active, to a limited extent, in the supply of pharmaceuticals to short -
line wholesalers and parallel importers. For at least so me products, short -line 
wholesalers and parallel importers may be unable to source directly from 
pharmaceutical manufacturers.  As a result, a vertical relationship may arise between 
the full -line wholesaling of pharmaceutical products (upstream) and the s hort-line 
wholesaling of pharmaceuticals and parallel importing (downstream).28 However, 
such potential vertical relationships do not raise any competition concern in this case.  
(26) Firstly, the Parties do not have the ability to foreclose short- line wholesaler s and 
parallel importers. Pursuant to the Commission Guidelines on the assessment of non-
horizontal mergers under the Council Regulation on the control of concentrations 
between undertakings (the “Non -Horizontal Merger Guidelines”) ,
29 for input 
                                                 
24  Q1 - Fragebogen Wettbe werber, replies to question 9.  
25  Q1 - Fragebogen Wett bewerber, replies to questions 15.1 and 16.  
26  Q2 - Fragebogen Kunden, replies to question 13.  
27  Q2 - Fragebogen Kunden, replies to questions 14 and 15.  
28  A company active as a short -line wholesaler and parallel importer contacted the Commission and raised a 
concern in relatio n to the proposed Transaction. The company explained that it had been supplied by 
Fiebig with pharmaceutical products, but that Fiebig recently terminated the supply relationship with 
reference to the proposed Transaction . The co mpany further explained that it would likely be unable to 
find alternative suppliers for these pharmaceutical products, as many pharmaceutical manufacturers or full-line wholesalers are not willing to supply short- line wholesalers/parallel importers.  See E mail from a 
market participant, 4 February 2021.  
29  OJ C 265, 18.10.2008, p. 6.  
 
 
7 foreclosure to be a concern,30 the vertically integrated firm resulting from the merger 
must have a significant degree of market power in the upstream market .31 The 
Merged Entity’s market share in a hypothetical upstream market for the full- line 
wholesale supply to shor t-line wholesalers and parallel importers is limited (below 
30%). In any case, a number of other full -line wholesalers active in Germany submit 
that they do supply non- pharmacy customers, (e.g. short -line wholesalers), and 
would in principle be able to supply further such customers.32 
(27) Secondly, the Parties would not have an incentive to foreclose short -line wholesalers 
and parallel importers from access to pharmaceutical products. While full -line 
wholesalers like the Parties compete to some extent with short- line wholesalers, the 
Parties are ultimately not active on the short- line wholesaling or parallel import 
markets.33  
(28) In any case, given the limited activities of the Parties with respect to sales to short-
line wholesalers and parallel importers (less than [0 -5]% of each of Sanacorp’s and 
Fiebig’s total sales),34 a termination of supply could not be expected to have a 
meaningful impact on competition and on end- customers of pharmaceutical 
products. 
(29) Therefore, based on the considerations in this Section 4.2.2, the Commission considers that the Transaction does not raise serious doubts as to its compatibility with the internal market in relation to input foreclosure of shor t-line wholesalers and 
parallel importers.  
5. C
ONCLUSION  
(30) 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  
                                                 
30  As the Parties are not present on the downstream markets  and the market participant expressing concerns 
expressed concerns in relation to input foreclosure, the remainder of  the section will only assess potential 
input foreclosure strategies and not customer foreclosure.  
31  Non-Horizontal Merger Guidelines, para. 35.  
32  See Emails from competitors, 9, 10 and 12 February 2021.  
33  This also applies to the situation of the undertaking raising concerns in this case. […] . 
34  The turnover  generated by Fieb ig with the company raising concerns in this case is even more limited, 
[…].