EN 
Case No COMPIM.4569 -
GE I ABBOTT 
DIAGNOSTICS 
DIVISION 
Only the English text is available and authentic. 
REGULATION (EC) No 139/2004 
MERGER PROCEDURE 
Article 6(1)(b) NON-OPPOSITION 
Date: 24/04/2007 
In electronic form on the EUR-Lex website under document 
number 32007M4569 
Office for Official Publications of the European Communities 
L-2985 Luxembourg 
*** * * COMMISSION OF THE EUROPEAN COMMUNITIES 
* * * * *** 
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omitted has been replaced by ranges of figures or a 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. 
To the notifying party: 
Dear Sir/Madam, Brussels, 24/04/2007 
SG-Greffe(2007) D/202467 
PUBLIC VERSION 
MERGER PROCEDURE 
AR TI CLE 6(1 )(b) DECISION 
Subiect: Case No COMP/M.4569 -GE/ Abbott Diagnostics 
Notification of 15.03.2007 pursuant to Article 4 of Council Regulation 
No 139/20041 
1. On 15.03.2007, the Commission received a notification of a proposed concentration 
pursuant to Article 4 of Council Regulation (EC) No 139/2004 (the "Merger 
Regulation") by which the undertaking General Electric ("GE", USA) acquires within 
the meaning of Article 3(1)(b) of the Merger Regulation control over Abbott 
Laboratories' ("Abbott", USA) laboratory in vitro diagnostics business and point-of-care 
in vitro diagnostics business ("Abbott Diagnostics") by way of purchase of assets. 
2. The Commission has concluded that the notified operation falls within the scope of the 
Merger Regulation and does not raise serious doubts as to its compatibility with the 
common market and with the EEA Agreement. 
I. THE PARTIES 
3. GE is a diversified industrial corporation which is active in numerous fields, including 
manufacturing, technology and services. GE is active in health-related products through 
its division GE Healthcare ("GEHC"). Other GE businesses are GE Infrastructure 
OJ L 24, 29.1.2004, p. 1. 
Commission europeenne, B-1049 Bruxelles/ Europese Commissie, B-1049 Brussel- Belgium. Telephone: (32-2) 2991111. 
(aviation, energy etc.), GE Industrial (appliances, lighting etc.) GE Commercial Finance 
(insurance, loans, etc.), GE Money (credit services) and NBC Universal (media). 
4. Abbott Diagnostics develops, manufactures and sells in vitro diagnostic ("IVD") systems 
and products for use in hospitals, medical laboratories and physicians' offices including 
portable and handheld IVD products for blood analysis at the point of patient care. 
II. THE OPERATION 
5. On 18 January 2007, GE and Abbott concluded an asset purchase agreement under the 
terms of which GE will acquire sole control of substantially all the assets and liabilities 
of Abbott Diagnostics. The transaction will be carried out by way of an acquisition of 
the relevant global assets by legal entities owned by GE, either existing or to be set up. 
III. CONCENTRATION 
6. Following the transaction, GE will acquire sole control over Abbott Diagnostics. The 
operation therefore constitutes a concentration within the meaning of Article 3(1 )(b) of 
the Merger Regulation. 
IV. COMMUNITY DIMENSION 
7. The undertakings concerned have a combined aggregate world-wide turnover of more than 
€ 5 billion (GE: € 130 billion in 2006; Abbott Diagnostics: [ ... ]). Each of them has a 
Community-wide turnover in excess of€ 250 million (GE: [ ... ];Abbott Diagnostics:[ ... ]) 
but they do not achieve more than two-thirds of their aggregate Community-wide turnover 
within one and the same Member State. The notified operation therefore has a Community 
dimension. 
V. COMPETITIVE ASSESSMENT 
8. The proposed transaction concerns the manufacture and sale of IVD reagents, instruments 
and accessory products, collectively referred to as "IVD systems "2. In contrast to Abbott 
Diagnostics, GE is not active in the manufacture and sale of IVD systems. As a result, the 
proposed transaction does not lead to any horizontal overlap. However, GE supplies life 
sciences products to the IVD sector where Abbott Diagnostics is active. Therefore the 
merger gives rise to vertical relationships. In addition, GE offers in vivo3 products such as 
diagnostic imaging equipment and diagnostic pharmaceuticals, and possible conglomerate 
effects are thus examined. 
2 
3 Reagents ( or "tests") are solutions of highly specific biological or chemical substances that are able to 
react with target substances in samples (for example blood, tissue or urine) to produce a product that can 
be measured or seen. The analytical instruments ( or "equipment") bring samples and reagents together and 
measure the result. Accessory products (or "accessories") such as software programmes are used to run the 
instrumentation, control reagents and calibrators and ensure the smooth functioning of the entire system. 
Abbott Diagnostics' in vitro diagnostic testing involves tests for disease outside the body using blood and 
urine samples. By contrast, GE's diagnostic pharmaceuticals are injected into the body and then its 
diagnostic imaging systems are used to capture the image of the interaction of the injected substances and 
the body (in vivo). 
2 
Vertical Relationships 
Upstream markets 
9. GE sales of life sciences products to the IVD industry comprise chromatography 
equipment and media, bulk nucleotides and oligonucleotide synthesis chemistry and 
hardware. 
Relevant product markets 
10. Chromatography is used to separate and purify proteins according to, inter alia, their 
physical properties such as size, electrical charge, biological function etc. Two broad 
technologies of chromatography exist, gas and liquid. GE is only active in liquid 
chromatography .. 
11. In the IVD sector, liquid chromatographyt is one of a number of processes that are used 
in the development and manufacture of IVD reagents. More particularly, it is used to 
purify biomolecules5 that are subsequently used in the production of two of the basic 
components of an IVD reagent kit: (i) a coated solid phase that provide binding surfaces 
for reagents and (ii) a conjugate, which detects molecules to identify and then signal the 
presence or absence of disease. IVD manufacturers predominantly use liquid 
chromatography techniques because of the soluble water-based nature of IVD reagents. 
However, it should also be noted that not all biomolecules used in IVD reagents require 
the use of chromatography processes to achieve the desired level of purity for the IVD 
reagent6. 
12. Liquid chromatography encompasses a number of different techniques such as affinity 
chromatography, gel filtration, ion exchange chromatography and hydrophobic 
interaction chromatography. The degree of substitutability among the different 
techniques appears limited. From a demand-side consideration, the notifying party 
submits that in the early development phase of an IVD test, researchers will experiment 
with different techniques before the optimum technique or techniques is/are identified 
for the product and hence they will often purchases different sets and combinations of 
various techniques. However, changes between techniques are not common once a 
product reaches the manufacturing stage as explained below as the most efficient 
technique is selected from an economic and technical point of view. On the other hand, 
the market investigation indicated that, from a supply-side perspective, most liquid 
chromatography suppliers are active in more than one technique but with various degree 
of success: the fact that GE's market position varies a great deal from one liquid 
chromatography technique to another (see below in the competitive assessment) suggests 
that the supply-side substitutability could be limited. However it is not necessary to 
4 Gas chromatography is not used in the IVD sector. 
5 A biomolecule is predominantly a protein (i.e., antigens and antibodies) 
6 For example, some biomolecules can be purified by other methods such as differential solubilisation - a 
process in which different solvents are used to dissolve and isolate materials based on their solubilities in 
these solvents. 
3 
decide whether each liquid chromatography technique constitutes a relevant product 
market or whether the relevant market should encompass all liquid chromatography 
techniques as the proposed transaction does not raise competition concerns under any 
product market definition. 
13. Bulk nucleotides are the building blocks of DNA7 and are used in a number of different 
laboratory techniques. GE does not itself manufacture bulk nucleotides but purchases 
them from a third party supplier for resale to customers for applications including 
oligonucleotide synthesis (see below), polymerase chain reaction8 ("PCR") and DNA 
sequencing9. 
14. Oligonucleotides10 are short sequences of nucleotides, typically with 20 or fewer bases 
i.e. units of DNA. Oligonucleotide synthesizers are fluid-handling devices that are used 
to simplify the chemical process of replicating oligonucleotides and multiplying bases. 
In the IVD sector, sales of bulk nucleotides, oligonucleotides and oligonucleotide 
synthesizers take place only occasionally for general research and development 
applications. For the purposes of the present investigation, it is however not necessary to 
determine the precise scope of these product markets as no competition concerns would 
arise under any alternative definition. 
Relevant geographic markets 
15. The supply of chromatography equipment and media, bulk nucleotides and 
oligonucleotide synthesis chemistry and hardware, to the 'pharmaceutical and 
biotechnology industries, academia and the IVD sector is conducted on a global basis. 
Suppliers are generally active globally with centralised production facilities. GE and its 
rivals offer their products globally under similar brand names and with similar 
packaging. Moreover, transport costs are not significant, generally accounting for a very 
low proportion of the price of these products. Furthermore; many customers are 
sophisticated and are themselves active in the IVD sector on a global basis. The markets 
for these products appear therefore to be EEA-wide and the market investigation did not 
bring any elements that would speak for the definition of narrower geographic markets 11. 
However, in the absence of any significant vertical concerns arising from the proposed 
transaction, it is not necessary to define the precise scope of the relevant geographic 
markets. 
7 
8 
9 Bulk nucleotides are the constituent molecules (adenine, guanine, thymine and cystosine) used in the 
synthesis of DNA (Deoxyribonucleic acid). 
PCR using nucleotides and oligonucleotides is a generic research tool employed in the amplification of 
DNA. PCR is a biochemistry and molecular biology technique used in the pharmaceutical, biotechnology, 
academic and IVD fields. 
DNA sequencing is the process of determining the order of nucleotide bases in a DNA oligonucleotide. 
10 GE manufactures and markets oligonucleotides. 
11 It should however be noted that this discussion of the rele~ant geographic markets is specific to this case. 
Indeed, it cannot be excluded that the markets for liquid chromatography would have to be defined as 
national if the set of customers considered (e.g. laboratories) were different. 
4 
Downstream markets -in vitro diagnostics 
16. Abbott Diagnostics is active in the manufacture and sale of IVD systems. The IVD sector 
has been the subject of a number of previous cases examined by the Commission 12• 
17. In the most recent of these cases (M. 4321 -Siemens/Bayer Diagnostics), the 
Commission referred to the European Diagnostic Manufacturers Association's 
("EDMA") classification of IVD reagents for the purposes of defining the relevant 
product market. The EDMA currently classifies IVD reagents into six main categories: 
(i) clinical chemistry, (ii) immunochemistry, (iii) haematology, (iv) microbiology 
culture, (v) infectious immunology and (vi) genetic testing. Abbott Diagnostics is active 
in four of the six categories: clinical chemistry13, immunochemistry14, haematology15 
and infectious immunology16• Within each of the six categories, the EDMA proposes a 
second level of classification based on thematic 'panels' of tests. As an example, in the 
infectious immunology category where Abbott Diagnostics is the market leader in the 
EEA, 10 so called second level classifications exist including bacteriology, hepatitis 
viruses, retroviruses and other virology. 
18. It is to be noted that the EDMA does not make any distinction between regular 
instruments and point-of-care devices in its classification with both considered to form 
part of the broad category of IVD instruments and reagents. However, the notifying party 
submits in the absence of any significant competition concerns arising from the proposed 
concentration that the precise scope of the relevant market may be left open. 
19. In previous cases concerning the IVD industry, the Commission has considered whether 
a further segmentation of the relevant product markets should be made between reagents 
and instruments17• However, it has normally found this further segmentation to be 
unnecessary in the sense that IVD instruments are often proprietary or "technically 
closed", i.e., the reagents of one manufacturer cannot be used with equipment of any 
other manufacturer and vice versa. Even those remaining "technically open" systems 
available in the IVD business are closed de facto because the reliability of test results is 
often guaranteed only when using proprietary equipment and reagents. The Commission 
has also considered in these cases whether the second level or thematic panels of the 
12 Case IV/M.457 Roche/Syntex: Case IV/M.950 Hoffman -La Roche/Boehringer Mannheim: Case 
IV/M.954 Bain/Hoechst-Dade Behring: Case IV/M.1325 Bayer/Chiron Diagnostics: Case COMP/M.4321 
Siemens/Bayer Diagnostics 
13 Clinical chemistry diagnostics systems operate biochemical tests that measure the presence of certain 
substances (e.g. enzymes, lipids, proteins, cholesterol, drugs) in body fluids. 
14 Immunochemistry involves the use of targeted antibodies to identify and quantify levels of hormones, 
proteins, drugs and other biological substances found in relatively low concentrations in blood and urine. 
15 Haematology encompasses those IVD that test the blood itself, especially its cellular elements. 
l6 Infectious Immunology includes test performed in connection with diseases caused by bacterial or viral 
infection 
l 7 The Commission has left open the question of whether there exists a separate market for accessories such 
as laboratory software specially designed to provide support for the registration and evaluation of test 
results. See, Case IV /M.1325 Bayer/Chiron Diagnostics, paragraph 11. 
5 
EDMA classification or even specific IVD tests could constitute separate markets or 
whether some of them could be grouped together without taking a final position. 
20. The market investigation in the present case demonstrated there to be a widespread 
acceptance amongst IVD producers of the EDMA classification as a reasonable basis on 
which to categorise IVD reagents. However, responses to the question whether it is 
appropriate to consider point-of-care tests as part of the overall IVD market gave a more 
mixed picture with half of the respondents indicating from a supply-side perspective that 
such tests require specific production knowledge that not all IVD producers possess. In 
addition, whilst immunochemistry and infectious immunology were viewed by most 
respondents to be distinct categories, there was a general acknowledgement that 
immunoassays and infectious immunoassays are performed on the same equipment. 
However, in the absence of horizontal overlaps in the present case and any specific 
competition concerns, it is not necessary to reach a definitive conclusion on the precise 
scope of the product markets. 
Relevant geographic markets 
21. The Commission has considered the relevant geographic markets in previous cases 
involving the IVD sector to be national 18, citing , inter alia, (i) the national organisation 
of suppliers' distribution networks, (ii) the fact that customers tend to buy their reagents 
and instruments in their home country due to their need for rapid and reliable service to 
ensure continuous availability of these products and (iii) the considerable price 
differences existing between Member States that reflect the divergences in national 
health policies, social security regulations and the technology used in laboratories. At the 
same time, the Commission has recognised that the relevant geographic market may be 
increasingly EEA-wide in scope as all major providers of IVD systems are active 
worldwide and supply the same equipment and reagents in identical form and with 
identical designs and labelling throughout the EEA. However, the notifying party 
submits that for the purposes of the present case it is not necessary to reach a definitive 
conclusion on the precise scope of the relevant geographic markets as the proposed 
concentration does not give rise to any competition concerns. 
22. While there was an acknowledgement from some respondents that the scope of the IVD 
market was increasingly broader than national as the most important IVD suppliers are 
active on a worldwide basis and the nature of products, due to regulatory requirements 19, 
does not differ within the EEA, the market investigation has to a large extent 
reconfirmed many of the findings in previous cases concerning the IVD sector. In 
particular, it was found that suppliers maintain national sales forces in many markets to 
respond to the needs of customers in those markets. In markets where they do not have 
their own sales force, suppliers commonly use independent distributors to supply 
18 Case IV/M.457 Roche/Syntex, paragraphs 29-33; Case IV/M.950 Hoffman -La Roche/Boehringer 
Mannheim, paragraphs 48-56; Case IV/M.954 Bain/Hoechst -Dade Behring, paragraphs 28-31; Case 
IV/M.1325 Bayer/Chiron Diagnostics, paragraphs 25-26; Case COMP/M.4321 Siemens/Bayer 
Diagnostics, paragraphs 28-30. 
19 Directive 98/79 of the European Parliament and of the Council of 27 October 1998 on in vitro medical 
devices, ("the IVD Directive"), (OJ L 331, 7.12.1998, p.1) sets out the regulatory requirements that such 
devices must meet before they can be put on the market in the EU, regardless of whether they are 
manufactured in the EU or elsewhere. 
6 
customers in those markets with the result that the cross-border servicing of customers 
or the existence of trans-national customers is rare. At the same time, a majority of 
respondents confirmed the continued existence of price differences between national 
markets reflecting inter alia different social security and insurance systems and thereby 
reimbursement levels. 
23. Thus, in line with the decision M.4321 Siemens/Bayer Diagnostics, the relevant 
geographic markets can be considered as national. However, as the potential for 
foreclosure could only occur on an EEA-wide if not worldwide basis, the market 
investigation for the purposes of this decision was conducted on an BEA/worldwide 
basis. 
Competitive assessment 
24. GE is active in the supply of bulk nucleotides, oligonucleotide synthesis chemistry and 
hardware, and chromatography equipment and media to the IVD industry. The notifying 
party estimates its worldwide market share for liquid chromatography to all purchasers 
to be in the order of [30-40%]. It submits that it is difficult to provide precise market 
shares at the level of individual chromatography techniques but estimates the following 
ranges for those techniques where it is active: (i) [ <50%] in affinity chromatography; (ii) 
[>50%] in gel filtration; (iii) [<50%] in ion exchange chromatography; (iv), [<40%] in 
hydrophobic interaction chromatography; and (v) [<10%] in reversed phase 
chromatography. The markets for liquid chromatography and IVD tests are therefore 
affected by the proposed transaction. The notifying party submits that its market share 
for oligonucleotide synthesis chemistry and hardware is less than [20-30%]. However, 
this market is also technically affected by the proposed transaction as Abbott 
Diagnostics has a market share in excess of 25% ([ 40-50%]) in the downstream market 
at the first level of the EDMA classification for infectious immunology20. 
25. The Commission's investigation therefore focused on whether the merged entity would 
have the ability and the incentive to engage in (i) input foreclosure and (ii) customer 
foreclosure. 
Input foreclosure 
26. With regard to liquid chromatography, the Commission's investigation focused on 
whether the merged entity could have the ability or incentive to engage in input 
foreclosure having acquired one of the main players in the IVD sector. GE's sales of 
liquid chromatography equipment and media to all customers in the EEA, whether or not 
in the IVD sector, totalled [€400-500 million] in 2006. GE does not record liquid 
chromatography sales in the IVD sector in the ordinary course of business as (i) liquid 
chromatography is widely used in the pharmaceutical and biotechnology industries and 
academia for non-IVD applications and (ii) many of its customers (such as [ ... ]) are 
diversified companies meaning that it is not possible to determine with any degree of 
certainty how the product is ultimately used. However, for the purposes of the present 
notification, the notifying party estimates its sales of liquid chromatography in the IVD 
sector account for only [0-5%] of its overall chromatography sales. 
20 Market share at the EEA level 
7 
27. GE submits that the liquid chromatography products sold to the IVD sector are identical 
to those sold to the pharmaceutical and biotechnology industries and academia. 
Consequently, any attempt by the merged entity to refuse to supply its IVD rivals could 
be countered by minimal output expansion by GE's life science rivals which are active 
on the market for liquid chromatography including Bio-Rad ([5-10%]), Millipore ([5-
10%]), Tosoh ([0-5%]), Waters ([0-5%]), Pall ([0-5%]) and Merck ([0-5%])21• In this 
regard, GE submits that chromatography products are typically "proprietarily open" i.e. 
products supplied by different manufacturers are capable of being utilised together and 
that the technology is mature and not subject to a high degree of patent protection. It is 
also submitted that liquid chromatography purchases account for less than [0-5%] of the 
costs of producing the average IVD reagent and as such are not a significant cost factor. 
28. GE's sales contracts for liquid chromatography, similar to many of its competitors, are 
non-exclusive. Many are one-off contracts or for short durations of a year or less. The 
fact that customers do not require contracts of longer duration suggests, in its opinion, 
that switching to other suppliers·can occur with relative ease should it be necessary. 
29. In terms of incentive to foreclose, GE argues that a large proportion of the IVD 
purchasers of the different types of liquid chromatography products (approximately [30-
40%] of GE's chromatography revenues from IVD companies) are large diversified 
multinational companies that purchase these products for their non-IVD businesses as 
well. Therefore, GE would have to withhold sales or increase prices across all the 
purchases of customers. GE submits that this would not be a rational commercial 
strategy as it would stand to lose significant sales in non-IVD segments, thereby 
rendering the costs of a hypothetical attempt to foreclose its IVD rivals unaffordable. 
30. The results of the market investigation revealed that customers purchasing liquid 
chromatography products from GE do so primarily because of the company's reputation 
and broad product offering. Although the significance of liquid chromatography in cost 
terms in the manufacture of IVD tests was generally estimated by respondents to be less 
than 10%, its importance as a key element in the overall production process was 
highlighted by a number of customers. Due, in large measure, to the regulatory 
environment surrounding the approval and marketing of IVD medical devices in the 
EEA, it would according to these respondents in the investigation be difficult to switch 
to another supplier without significant time and expense should the post-merger entity 
hypothetically increase prices and /or reduce supplies. At the same time, other IVD 
producers pointed to the existence of alternative suppliers and indicated that switching 
would not pose undue difficulties for them. 
31. The regulatory I approval process for the sale of in vitro diagnostic products in the EEA 
is set out in Directive 98/79/EC of 27 October 1998 (the "IVD Directive"). The IVD 
Directive requires all IVD products ( as defined therein) to carry the CE Mark before they 
can be placed on the market in the EEA. The CE marking symbolises the conformity of 
the IVD product with the applicable requirements of the IVD Directive imposed on the 
IVD manufacturers. 
32. The majority of IVD products are low risk and therefore self-certified. For these 
products the conformity assessment procedures can generally be carried out under the 
21 GE's estimates of rivals' market share of liquid chromatography sales to all purchasers. 
8 
sole responsibility of the manufacturers. Conversely, certain specific IVD products bear 
a greater risk because their performance is essential to medical practice and their failure 
can cause a serious risk to health22. These products are subject to a higher level of 
review and assessment requiring the intervention of an independent third-party 
reviewing entity, known as a "Notifying Body". 
33. As described above, different regulatory requirements apply to different IVD products 
depending on the risk category into which a product falls. Because of the sensitivity of 
IVD test results and the therapeutic measures adopted on their basis, the IVD regulatory 
approval not only assesses the conformity of the final product (i.e., the design) but, for 
certain products, also their manufacturing process (i.e., the quality system). 
34. As a change in the manufacturing process might also affect the specifications (i.e., the 
design) of the end product, an IVD manufacturer would also have to revalidate internally 
the effects of any change in the manufacturing process caused by the change to a new 
chromatography technique/supplier. Depending on this internal assessment the IVD 
manufacturer might then have to make a new EC Declaration of Conformity or re-apply 
for design approval as the case may be. 
35. The notifying party estimates that switching from one chromatography technique / 
supplier to another for the purposes of manufacturing a hepatitis or a retrovirus assay, 
which are Annex II, List A products and therefore subject to the strictest requirements, 
could be accomplished at a cost of less than [€100,000-300,000] within approximately 
12 months. Although one respondent in the market investigation who commented on the 
switching issue indicated that it would be more costly and take longer than 12 months, 
the majority did not consider switching costs a significant issue. 
36. The fact that GE's sales of liquid chromatography to IVD customers are a small 
percentage of its overall chromatography sales, and by extension an even smaller 
percentage of its total healthcare sales, does not totally exclude that the merged entity 
could have the ability or incentive to foreclose its competitors in the IVD industry. In 
this regard, while liquid chromatography is a relatively unimportant input in cost terms 
in the manufacture of IVD products, its significance may be amplified by switching costs 
and the validation and approval process required by the IVD Directive. On the other 
hand, such a foreclosing strategy would, in any event, be confined to those IVD 
22 The IVD Directive distinguishes between four classes of IVD products based on the level of risk: 
(i) Annex II, List A -high risk (this includes reagents for determining the blood groups ABO systems, rhesus, 
anti-Kell, and for the detection of HIV, HTLV I and II, and Hepatitis B, C and D viruses); 
(ii) Annex II, List B -high to medium risk (this includes reagents for determining the blood groups anti-Duff 
and anti-Kidd, and for determining infectious and diseases such as rubella, and toxoplasmosis); 
(iii) Self Test -medium risk (this includes self-testing devices except those for blood glucose measurement); 
(iv) General Category -low risk (this includes all other IVD reagents). 
9 
competitors who are not significant purchasers of liquid chromatography products for a 
range of non-IVD purposes23. 
3 7. Furthermore, it should be recalled that a number of IVD producers indicated that if the 
need arose to find an alternative supplier this is possible. The market investigation 
demonstrated there to be a number of credible, alternative suppliers · of liquid 
chromatography products active on the market. Although not all suppliers offer an 
equivalent range of chromatography techniques to that offered by GE, respondents in the 
market investigation did not indicate that the supply of all techniques is a vital aspect to 
IVD customers. The alternative suppliers are not constrained in terms of capacity and 
would be able to respond to a surge in demand if required. 
38. In conclusion, any hypothetical attempt by the merged entity to foreclose its IVD rivals 
by increasing the price and/or reducing the supply of liquid chromatography products 
would not result in input foreclosure for the reasons outlined above. Consequently, the 
proposed transaction is not expected to result in any significant impediment to effective 
competition in the market for IVD systems. 
Customer foreclosure 
39. According to the notifying party, customer foreclosure with respect to liquid 
chromatography can be ruled out on the grounds that, even within each technique in 
which GE is active, Abbott Diagnostics' total chromatography purchases represent an 
insignificant proportion of total sales of that technique. As such, any effect on GE's 
rivals' shares of a hypothetical switch of Abbott Diagnostics' chromatography purchases 
to GE would be minimal and they would continue to have more than sufficient 
alternative outlets for their products to remain competitive. This was confirmed by 
respondents in the market investigation. 
Bulk nucleotides and oligonucleotide synthesis 
40. With regard to bulk nucleotides, it is recalled that GE does not manufacture these itself 
but purchases them from a third party for resale. In addition, Abbott Diagnostics had no 
or de minimis purchases of these products from either GE or its rivals. The same is true 
for oligonucleotide chemistry synthesis and hardware. Therefore, the proposed 
concentration does not give rise to foreclosure concerns from either an input or customer 
perspective. 
Conglomerate issues 
41. Although the proposed transaction does not give rise to horizontal overlaps, both Abbott 
Diagnostics and GE are active in the medical diagnostics business: Abbott Diagnostics 
through in vitro diagnostics and GE through in-vivo24 diagnostic products such as 
23 It could also be argued that even for these competitors, a foreclosing strategy based on price discrimination 
between IVD mono-producer customers and multi-application customers could be defeated by subsequent 
arbitrage. 
24 In contrast to in vitro diagnostics which occur outside the body (literally 'in glass'), in vivo diagnostics take 
place in the body. GE's diagnostics pharmaceuticals are injected into the body and then its diagnostic 
imaging systems are used to capture the "image" of the interaction of the injected substances and the body. 
The DI products are Computed Tomography imaging equipment, Magnetic Resonance imaging 
10 
diagnostic imaging (DI) equipment and related services as well as diagnostic 
pharmaceuticals (DP)25. As can be seen from the decision M.3304 -GE/Amersham 
(which is confirmed by GE's submission in this case), GE makes significant sales of 
some of these products in a number of member states.26 
42. However, the proposed transaction is not likely to give rise to conglomerate effects 
through commercial bundling27• As submitted by the notifying party and confirmed by 
the market investigation, there are indeed numerous obstacles to bundling the products 
in questions such as the fact that, with the exception of hospitals, the products are 
typically purchased by different customers. 
43. In the specific case of hospitals, some respondents indicated that although users of the 
products are different (i.e. different hospital departments), the customer is the same (i.e. 
the hospital to which the departments belong) thereby suggesting that a bundling strategy 
could be possible. However, the market investigation also indicated that within the 
hospital sector, distinct tenders are organised for the procurement of in vitro diagnostic 
products and GE's existing healthcare products. Procurement cycles, processes and 
budgets also differ for in vitro and in vivo products. Furthermore, as noted by the 
Commission in GE/ Amersham, while hospitals can value in the short term lower prices 
achieved through bundling, price is not necessarily their key selection criterion and 
technology plays a great role in their purchasing process. As a result, hospitals can be 
expected to continue to purchase the products best fitted to their demand and refuse the 
incentives resulting from bundled offers if the latter could result in a decrease of quality. 
44. As a result, the prospect of the merged entity being able to engage in a successful 
bundling strategy appears limited in the short term. For these reasons, it is concluded 
that the proposed transaction is unlikely to give rise to anticompetitive conglomerate 
concerns. 
equipment, Ultrasound Imaging equipment, and Nuclear Imaging equipment (Positron Emission 
Tomography (PET) and SPECT Gamma cameras). 
25 GE also manufactures and supplies patient monitoring solutions, anaesthesia delivery systems, healthcare 
information technology and life science products. 
26 However, the notifying party considers that GE lacks market power in any in vivo diagnostics (and patient 
monitors products). · 
27 No risk of technical tying was brought to the attention of the Commission in the course of the market 
investigation. 
11 
VI. CONCLUSION 
45. For the above reasons, the Commission has decided not to oppose the notified operation 
and to declare it compatible with the common market and with the EEA Agreement. 
This decision is adopted in application of Article 6( 1 )(b) of Council Regulation (EC) No 
139/2004. 
12 For the Commission 
signed 
Neelie KROES 
Member of the Commission