CELEX: 32014M7323
Language: en
Date: 2014-08-14 00:00:00
Title: Commission Decision of 14/08/2014 declaring a concentration to be compatible with the common market (Case No COMP/M.7323 - NORDIC CAPITAL / GHD VERWALTUNG) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

                                        Brussels, 14.8.2014
                                        C(2014) 5982 final

                                        |To the notifying party:                                                |                                                                       |

Dear Sir/Madam,

Subject:    Case M.7323 - NORDIC CAPITAL/ GHD VERWALTUNG
         Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1]

    1) On 10 July 2014, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council  Regulation  (EC)  No
       139/2004 by which Nordic Capital Fund VIII,formed by Nordic Capital Limited Jersey, Nordic Capital VIII Alpha L.P. and Nordic Capital VIII
       Beta L.P., part of Nordic Capital Funds ("Nordic Capital"), acquires within the meaning of Article 3(1)(b) of the  Merger Regulation  sole
       control of the whole of the undertaking GHD  Verwaltung  GesundHeits  GmbH  Deutschland  ("GHD"  Germany)  and  its  direct  and  indirect
       subsidiaries, by way of purchase of shares[2]. Nordic Capital is referred to hereinafter as the "Notifying Party".

       THE PARTIES

    2) Nordic Capital is a private equity fund with portfolio companies active in Europe in a wide range of  sectors,  including  production  and
       sale of ostomy and wound care products.

    3) GHD is the ultimate parent company of various entities which are active in the production of ostomy products, compounded  pharmaceuticals,
       the provision of logistics services within the healthcare sector, the wholesale of medical devices and pharmaceuticals and  the  provision
       of medical devices and certain pharmaceutical products with associated services to non-hospitalised patients ("home care").

       THE OPERATION AND THE CONCENTRATION

    4) By a Share Purchase Agreement ("SPA") signed on 18 June 2014 between GHD and Nordic Capital[…]. Nordic Capital will acquire  […]  indirect
       sole control over GHD.

    5) Consequently, the transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

       EU DIMENSION

    6) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million[3] (Nordic Capital  [..]  million;
       GHD […] million). Each of them has an EU-wide turnover in excess of EUR 250 million (Nordic Capital […] million;  GDH  […]  million),  but
       they do not achieve more than two-thirds of their aggregate EU-wide turnover within one and the same Member State.

    7) Therefore, the notified operation has an EU dimension within the meaning of Article 1(2) of Merger Regulation.

       ASSESSMENT

    8) Nordic Capital, through one of its portfolio companies, ConvaTec Inc. ("ConvaTec", USA), is  active  in  the  manufacturing  and  sale  of
       products for ostomy, advanced wound care and faecal incontinence in the U.S. and  all  EEA  States.  Another  Nordic  Capital's  portfolio
       company, Capio AB ("Capio", Sweden) is active in the provision of hospital services in several Member States.

    9) GHD through ForLife GmbH ("ForLife", Germany) is also active in the manufacturing of ostomy products. Moreover, GHD is  active in  Germany
       in the wholesale of medical devices and pharmaceuticals (through Sangro Medical Services  GmbH  ("Sangro",  Germany),  and  in  home  care
       through eight commercial units located across Germany.

   10) The notified transaction will result in a one horizontal overlap in relation to the manufacturing/sales  of  ostomy  products  where  both
       ConvaTec and ForLife are active. In addition, it also gives rise to the following vertical links between:

       i. the upstream markets for the manufacturing of ostomy products and of wound care products (where ConvaTec is active), and the downstream
          market for the wholesale of medical devices and pharmaceuticals (where GHD – through Sangro – is active);

      ii. the upstream markets for the manufacturing of ostomy products and of wound care products (where ConvaTec is active), and the downstream
          market of home care services (where GHD is active); and

     iii. the upstream market of manufacturing of ostomy products (where GHD -through ForLife - is active)  and the downstream market of hospital
          services (where Nordic Capital – through Capio – is active).

1 MARKET DEFINITION

1 Ostomy products

1 Relevant product market

   11) An ostomy procedure is the creation of a surgical opening (a “stoma”) through the abdominal wall in patients with dysfunction in the colon
       or bladder.[4] The ostomy procedure entails a bypass of damaged or non-functional intestinal tissue by raising a  shortened  intestine  to
       the abdominal surface where the stoma will be created.

   12) The stoma protrudes slightly from the abdomen and lacks both sensation and sphincter control, hence preventing  the  patient  (“ostomate”)
       from controlling the intestinal effluent. Ostomy pouches, together with other related products, are  then  used  to  collect  the  passing
       faeces in case of colon dysfunction (or urine in the case of  bladder  dysfunction).   Ostomies  may  be  either  temporary  or  permanent
       depending on the health of the intestinal region.

   13) The Commission has not dealt with the market for ostomy products in the past. In previous cases, the  Commission  has  however  considered
       sales of medical devices within different categories to constitute separate relevant product markets.[5]

   14) According to the Notifying Party, all ostomy products, regardless of the stoma, consist of a skin barrier  surrounding  the  stoma  and  a
       pouch collecting the effluent.  They all serve the same basic purpose of collecting and storing the effluent. All skin barriers  are  made
       of hydrocolloids and of a disposable wafer that is worn from 12 hours to 3 days on average. The Notifying Party therefore submits that the
       only plausibly relevant product market definition is the market for the manufacturing and sale of ostomy products.

   15) A market investigation was carried out on whether there is one overall market for the manufacturing of ostomy products, or  if  there  are
       sub-segmentations, such as (but not limited to),  (i)  one-piece  pouches,  (ii)  two-piece  pouches,  (iii)  wafers/flanges  pouch,  (iv)
       deodorants skin barriers, (v) skin barrier wipes, (vi) adhesive remover wipes.

   16) The market investigation carried out in the case at hand was inconclusive on this issue. In any event, the Commission considers  that  the
       exact product market definition can be left open for the purpose of the case at hand, as competition concerns are unlikely to arise  under
       any plausible market definition.

2 Relevant geographic market

   17) The Notifying Party submits that there are no regulatory barriers and all major suppliers of ostomy products such as Coloplast,  Hollister
       and ConvaTec, are active throughout Europe and the same ostomy products are marketed across  the  EEA.  Therefore,   the  Notifying  Party
       submits that the relevant geographic market for manufacturing/sales of ostomy products is at least EEA-wide.

   18) The previous Commission decisions[6] dealing with markets for medical devices considered the markets EEA-wide  notably  due  to  tendering
       procedures that cover the EEA, lack of national regulatory barriers, relatively high imports and low transport costs, and the presence  of
       most major players across the EEA. In more recent cases concerning ophthalmic surgical products[7] and renal replacement therapy  products
       [8], the Commission analysed the effects of the transaction at both the EEA and national levels.

   19) The market investigation carried out in the case at hand was inconclusive on the exact geographic scope of the market for ostomy products.
       In any event, the Commission considers that the exact geographic market definition can be left open for the purpose of the case  at  hand,
       as competition concerns are unlikely to arise under any plausible market definition.

    2 Wound care products

    1. Relevant product market

   20) In previous decisions, the Commission distinguished (a) traditional wound care products from (b) advanced wound care products.[9]  In  the
       market of advanced wound care, the Commission further differentiated between (i)  moist  wound  care  products,  (ii)  active  wound  care
       products, and (iii) biological active wound care products.  It noted that the common functionality of moist advanced wound  care  products
       that differentiates them from other advanced wound care products is that they provide a moist  environment  that  can  be  beneficial  for
       healing.[10]

   21) Within the segment of moist advanced wound care products the following sub-segments were  identified  in  previous  Commission  decisions:
       alginates, foams, hydrocolloids, hydrogel, films, contact layers and silver antimicrobials.[11]

         − Alginates dressings contain soft non-woven fibres derived from brown seaweed.   They  absorb  wound  exudates  to  form  a  gel  that
           provides a moist wound healing environment. They are mainly used for moderately to highly exudative wounds.

         − Foam dressings are usually polyurethane, film or silicone coated. Some have a film outer surface to resist  water  and  bacteria  and
           allow for moisture vapour permeability. Some foams are adhesive, some non-adhesive. They absorb wound exudates and maintain  a  moist
           wound healing environment. They are mainly used for moderately to highly exudative wounds.

         − Hydrocolloid dressings are composed of a mixture of adhesive, absorbent and elastomeric ingredients. They  seal  the  wound  bed  and
           prevent moisture loss (i.e. they achieve total occlusion) and form  a  gel  upon  absorbing  exudates  to  provide  a  moist  healing
           environment. They are mainly used for light to moderately exudative wounds with no infection.

         − Hydrogel dressings are available as sheets and amorphous gels, and  contain  more  than  80%  water.  They  add  moisture  to  wounds
           (particular dry wounds) and can be used with infected wounds. They are mainly used for dry to light exudative wounds.

         − Film dressings are polyurethane-based or co-polyester with an adhesive backing.  They  are  non-absorptive  but  allow  for  moisture
           vapour permeability, thereby maintaining a moist wound surface. They are mainly used for lightly exudative wounds.

         − Contact layers are placed directly on the wound and are typically covered  by  an  absorbent  layer  which  can  be  changed  without
           disturbing the wound.

         − Silver antimicrobial dressings incorporate silver for the treatment and prevention of infection. They avoid  bacterial  contamination
           and proliferation which constitutes the major risk in creating a moist wound healing environment.

   22) In a previous decision[12], the Commission also envisaged a potential segmentation between (i)  moisture-absorption  advanced  wound  care
       products that includes alginates, foams and hydrofibres, (ii) a market segment for moisture-donation advanced  wound  care  products  that
       includes hydrogels and hydrocolloids, (iii) a market segment for secondary dressings that includes films and contact  layers  and  (iv)  a
       market segment for silver antimicrobials and other antimicrobials (which include all wound care products  in  other  categories  in  which
       silver is incorporated).

   23) ConvaTec is only active in the sub-segment of alginates, foams, hydrocolloids, and silver antimicrobials.

   24) In any event, the Commission considers that the exact product market definition can be left open for the purpose of the case at  hand,  as
       competition concerns are unlikely to arise under any plausible market definition.

1 Relevant geographic market

   25) In previous decisions, the Commission has left open whether the market for moist advanced wound care products is EEA-wide or national.[13]
       In a more recent decision[14] however, the Commission has defined the geographic market for advanced wound care products  as  national[15]
       for the purposes of that specific case. The Notifying Party  submits that the relevant geographic market is national.

   26) In any event, the Commission considers that the exact product market definition can be left open for the purpose of the case at  hand,  as
       competition concerns are unlikely to arise under any plausible market definition.

3 Wholesale of medical devices and pharmaceuticals

1 Relevant product market

   27) The Commission has in previous decisions considered that a number of different  products  (including  medicines,  health  care  and  para-
       pharmaceuticals) belong to the “full-line wholesale” of pharmaceuticals.[16]

   28) The Notifying Party submits that considering the types of medical devices  that  Sangro  sells,  in  competition  with  these  “full-line”
       wholesalers of pharmaceuticals such as Celesio and Phoenix, these devices should reasonably  belong  to  such  a  market  along  with  the
       products that are classified as pharmaceuticals. However, if a  distinction  between  the  wholesale  of  (i)  medical  devices  and  (ii)
       pharmaceuticals were considered, it is relevant to note that whereas pharmacies in general exclusively source from wholesalers, home  care
       providers and nursing homes mainly source medical devices directly from manufacturers. The wholesale channel is therefore considered  less
       important for medical devices than for pharmaceuticals. Also, wholesalers of medical  devices  generally  do  not  have  to  be  full-line
       wholesalers.

   29) In any event, the Commission considers that the exact product market definition can be left open for the purpose of the case at  hand,  as
       competition concerns are unlikely to arise under any plausible market definition.

2 Relevant geographic market

   30) The Notifying Party submits that the market should be considered as national. Sangro and the  major  wholesalers  of  pharmaceuticals  and
       medical devices are active throughout Germany and the conditions for competition are generally the same. In  previous  decisions[17],  the
       Commission considered that the geographic market might be sub-national due to the emphasis placed by customers on the frequency and  speed
       of delivery and the resulting need for wholesalers to compete on a sub-national basis and to have warehouses at regional level.

   31) In any event, the Commission considers that the exact geographic market definition can be left open for the purpose of the case  at  hand,
       as competition concerns are unlikely to arise under any plausible market definition.

4 Home care

1 Relevant product market

   32) The Notifying Party submits that home care is the combined provision of  medical  devices  and  certain  pharmaceuticals  with  associated
       services to non-hospitalized patients, i.e., patients at home or in nursing homes. A wide array of  therapies,  such  as  ostomy,  enteral
       nutrition, incontinence, wound care, tracheostomy, and vigil is covered.

   33) The medical devices that form part of the home care offering are characterized  by  the  fact  that  they  cannot  be  applied  without  a
       specialized service and therefore require attention from qualified personnel who provide services such as the application of the  products
       at the location of the patient and expert advice on the correct use of the products. The service also involves interaction  with  relevant
       care personnel (such as staff that provide the patient nursing services, which is not conducted by the GHD and its competitors),  training
       the nursing staff and the patient, e.g., in the correct use of infusion pumps or the application of ostomy bags.

   34) For this reason, the products and services that constitute the  home  care  offering  are  inextricably  linked.  German  health  insurers
       (Gesetzliche Krankenkassen) reimburse home care providers for the products and services offered on a  lump  sum  basis  without  making  a
       distinction between products and services.

   35) For the purpose of this notification, the Notifying Party submits that the relevant market is the provision of medical devices and certain
       pharmaceutical products with related services to non-hospitalized patients, i.e. patients  at  home  or  in  nursing  homes  (“home  care”
       market).

   36) In any event, the Commission considers that the exact product market definition can be left open for the purpose of the case at  hand,  as
       competition concerns are unlikely to arise under any plausible market definition.

2 Relevant geographic market

   37) The Notifying Party submits that the markets are national in scope given the regulatory conditions that apply to the  provision  of  these
       activities. National markets have also been the approach of the Commission in regard  to  pharmaceuticals[18]  and  medical  products[19],
       notably due to regulatory differences such as reimbursement rules and price setting. In a number of cases involving  services  similar  to
       home care, the Commission considered that the geographic scope of the markets was not wider than national[20], due to  the  fact  that  i)
       home care services are normally covered by health insurance; ii) healthcare reimbursement systems are generally national; iii)  regulatory
       regimes, prescription practices and market organisation (e.g. tenders  by  healthcare  authorities  or  insurers,  direct  contracts  with
       providers, influence of prescribing doctors on choice of provider) are different in each Member State and  iv)  most  players  operate  at
       national level and compete for patients across the national territory.

   38) In any event, the Commission considers that the exact geographic market definition can be left open for the purpose of the case  at  hand,
       as competition concerns are unlikely to arise under any plausible market definition.

5 Hospital services

1 Relevant product market

   39) The Commission has assessed the market for hospital services on a number of occasions[21]. In its previous decisions, the  Commission  has
       indicated a possible distinction between private hospital services and publicly funded hospitals.[22]

   40) Moreover, the Commission has not concluded on the need to further segment the market according  to  the  "group  of  specialties",  namely
       medicine, surgery, obstetrics, gynaecology etc.

   41) In any event, the Commission considers that the exact product market definition can be left open for the purpose of the case at  hand,  as
       competition concerns are unlikely to arise under any plausible market definition.

2 Relevant geographic market

   42) In previous decisions, the Commission considered that the market for hospital services was not broader than national in  scope,  but  left
       the precise geographic scope of this market open.[23] In other cases, the Commission noted that the relevant market could be narrower than
       national, but did not conclude on the exact geographic scope of the hospital services market.[24]

   43) In any event, the Commission considers that the exact geographic market definition can be left open for the purpose of the case  at  hand,
       as competition concerns are unlikely to arise under any plausible market definition.

2 COMPETITIVE ASSESMENT

   44) The proposed transaction gives rise to several horizontally affected national markets in relation  to  the  manufacturing/sale  of  ostomy
       products, namely Austria, Belgium, Czech Republic, Hungary, Italy, Malta, Norway, Poland, Romania..

   45) In addition, it also gives rise to two vertically-affected markets namely between the  upstream  market  for  manufacturing  of  alginates
       (moist advanced wound care products) and the downstream markets for (i) the wholesale of medical devices and pharmaceuticals  in  Germany;
       and (ii) home care in Germany.

   46) The Notifying Party submits that, for all of the remaining horizontal overlaps in manufacturing/sale of ostomy products the market  shares
       are below 20% (combined) under all possible product and geographic market definitions. Similarly, regarding other  vertical  relationships
       between (i) the upstream market for the manufacturing/sale of ostomy products and the downstream  market  for  the  wholesale  of  medical
       devices and pharmaceuticals; (ii) the upstream market for the manufacturing/sale of ostomy products and the downstream market of home care
       services and (iii) the upstream market of manufacturing of ostomy products  and the downstream market of hospital services, the  Notifying
       Party submits that  the ensuing market shares are below 30% (upstream and/or downstream)  under all possible product and geographic market
       definitions.

1 Horizontal assessment: market for the manufacturing of ostomy products

   47) If national markets were to be considered, the combined market shares of the Parties would be above 20% in nine  EEA  countries.  However,
       with the exception of the Czech Republic, the proposed transaction will only lead to a very small increment brought over by GHD  (ForLife)
       and the ensuing HHI deltas are below 150.

       Table 1: National affected markets for manufacturing/sale of ostomy products

|Country                      |Combined market share      |Increment                          |HHI delta           |
|Austria                      |[20-30]%                   |[0-5]%                             |[…]                 |
|Belgium                      |[20-30%                    |[0-5]%                             |[…]                 |
|Czech Republic               |[50-60]%                   |[0-5]%                             |[…]                 |
|Hungary                      |[50-60]%                   |[0-5]%                             |[…]                 |
|Italy                        |[30-40]%                   |[0-5]%                             |[…]                 |
|Malta                        |[80-90]%                   |[0-5]%                             |[…]                 |
|Norway                       |[20-30]%                   |[0-5]%                             |[…]                 |
|Poland                       |[40-50]%                   |[0-5]%                             |[…]                 |
|Romania                      |[20-30]%                   |[0-5]%                             |[…]                 |

      Source: Form CO

   48) Therefore, the Commission's market investigation regarding the competitive impact of  the  transaction  only  concentrated  on  the  Czech
       Republic.

       Czech Republic

       Market structure

       Table 2: Market shares of the Parties and their main competitors for manufacturing/sale of ostomy products in the Czech Republic

|Company                                                      |Czech Republic market share                                 |
|ConvaTec                                                     |[40-50]%                                                    |
|ForLife                                                      |[0-5]%                                                      |
|ConvaTec & ForLife combined                                  |[50-60]%                                                    |
|Coloplast                                                    |[20-30]%                                                    |
|Hollister                                                    |[5-10]%                                                     |
|Other competitors combined                                   |[10-20]%                                                    |
|Total                                                        |100%                                                        |

       Source: Form CO.

   49) The Notifying Party puts forward that despite the relatively high resulting market share ([50-60]%), the increment brought  about  by  the
       merger is limited ([0-5]%). […]

   50) The merged entity will continue to face competition from the other 16 suppliers of ostomy medical devices, currently active in  the  Czech
       Republic and offering a wide range of ostomy products.[25] Most importantly, already pre-merger Parties  face  competition  in  the  Czech
       market from two big suppliers, namely Coloplast ([20-30]%) and Hollister ([5-10]%), who also are active across the EEA and have sufficient
       ability and resources to compete effectively against ConvaTec/For Life in any EEA country, including the Czech Republic.[26] In  addition,
       customers, namely the pharmaceutical wholesalers and distributors/importers of healthcare materials, can easily switch suppliers, as these
       are standardized products and there is an ample choice of alternative suppliers  of  ostomy  products  in  the  Czech  Republic.  For  the
       customers, the price, the technical functionalities and the perceived reliability of the product are important criterias when selecting  a
       supplier.

   51) Furthermore, the prices for ostomy producst are regulated and the reimbursement rates are fixed.[27]

   52) Finally, the market invetsigation did not provide any indications that the addition of ForLife to ConvaTec would confer to  merged  entity
       market power.

   53) Consequently  the transaction does not give rise to serious doubts in relation to the market for ostomy products in the Czech Republic.

2 Vertical assessment

   54) The proposed transaction would give rise to vertically affected markets only  when  considering  the  narrowest  possible  product  market
       definition for the upstream market for the manufacturing of wound care products. Alginates are a very  specific  category  of  wound  care
       products intended for a very specific type of wound therapy, namely for moderately to highly exudative wounds.

   55) Since the vertical overlap between the Parties’ activities is strictly limited to Germany, the  assessment  will  be  conducted  for  this
       specific market.

1 Vertical overlap between the upstream market for manufacturing of alginates (moist advanced wound care products) and the downstream market  for
       the wholesaling of medical devices and pharmaceuticals

   56) The Notifying Party submits that ConvaTec's market share in the upstream market for alginates in Germany, is [30-40]% while the downstream
       market shares of GHD in the market for the wholesale of medical devices and pharmaceuticals in Germany, do not exceed [0-5]%, while  other
       strong competitors are active.

   57) Since GHD’s market share in the downstream wholesale market is very limited –[0-5]%, while competitors such as  Phoenix  and  Celesio/Gehe
       have market shares of [20-30]%, respectively [10-20]%, the transaction is unlikely to give rise to customer foreclosure. Similarly,  given
       ConvaTec’s low market share on the alginates market and the existence of several strong competitors, namely Urgo –[20-30]%, Hartmann – [10-
       20]%, L&R – [10-20]%, Coloplast – [5-10]%, etc. input foreclosure is also unlikely as customers will continue to have several  alternative
       suppliers.

   58) On the basis of the above, it can be concluded that the transaction does not give rise to serious doubts in relation to the vertical  link
       between the upstream market for manufacturing of alginates  and  the  downstream  market  for  the  wholesaling  of  medical  devices  and
       pharmaceuticals.

2 Vertical overlap between the upstream market for manufacturing of alginates (moist advanced wound care products) and the downstream market  for
       homecare

   59) According to the Notifying Party GHD's market shares in the downstream market for home care in Germany are low, namely [5-10]%.

   60) The home care market encompasses products provided by a number of different types of providers  including  manufacturers,  dedicated  home
       care companies, medical accessories retailers and pharmacies. Large international producers of medical devices such as Fresenius Kabi  and
       Coloplast are active in Germany and provide, in addition to medical devices, related home care services.  Other  competitors,  such  as  B
       Braun TravaCare, Assist Home care, PubliCare, Servona, Fahl Medizintechnik and Pfrimmer Nutricia, provide home care  services  along  with
       affiliated in-house manufacturing of medical devices. Further, there are more than 1,900 medical accessories retailers  all  over  Germany
       that provide medical devices and some of which also provide home care services.

   61) Since GHD’s market share in the downstream market for home care is limited –[5-10]%, with many competitors  such  as  Fresenius  Kabi  and
       Coloplast Siewa being active and holding comparable market shares - the transaction is unlikely to  give  rise  to  customer  foreclosure.
       Similarly, given ConvaTec’s low market share and the existence of several strong competitors, namely Urgo –[20-30]%, Hartmann –  [10-20]%,
       L&R – [10-20]%, Coloplast – [5-10]%, etc, input foreclosure is also unlikely as  customers  will  continue  to  have  several  alternative
       suppliers.

   62) On the basis of the above, it can be concluded that the transaction does not give rise to serious doubts in relation to the vertical  link
       between the upstream market for manufacturing of alginates and the downstream market for home care in Germany.

       CONCLUSION

   63) 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.

                                        For the Commission
                                        (signed)
                                        Michel BARNIER
                                        Vice-President
-----------------------
[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]   Publication in the Official Journal of the European Union No C 227, 17.07.2014, p. 21.

[3]   Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the  Commission  Consolidated  Jurisdictional  Notice  (OJ
    C95, 16.04.2008, p. 1).

[4]   A colostomy is a surgically created opening in the large intestine that allows the removal of feces out of the body, bypassing  the  colon,
    to drain into a pouch or other collection device. An ileostomy is a surgical opening constructed by  bringing  the  end  or  loop  of  small
    intestine (the ileum) out onto the surface of the skin. Intestinal waste passes out of  the  ileostomy  and  is  collected  in  an  external
    pouching system which is adhered to the skin.

[5]   For example, medical devices within urology (urethral catheters/kits, urinary drainage bags and urine meters), oncology (implantable  ports
    and chronic catheters) and in dialysis (haemodialyis catheters/kits) have been considered to constitute separate relevant  product  markets,
    - Case COMP/M.2505 – Tyco/CR Bard, Commission decision of 04.10.2001.

[6]   Case COMP/M.2505 – Tyco/CR Bard, Commission decision of 04.10.2001.

[7]   Case COMP/M.6969 - Valeant Pharmaceuticals International/Bausch & Lomb Holdings, Commission decision of 05.08.2013.

[8]   Case No COMP/M. 6851 – Baxter International / Gambro, Commission decision of 22.07.2013.

[9]     Case COMP/JV.54- Smith&Nephew/Beiersdorf, Case COMP/M.3816 Apax/Mölnlycke, Commission decision of 15.06.2005 Case  COMP/M.5190  –  Nordic
    Capital/ConvaTec, Commission decision of 15.07.2008.

[10]  Case COMP/M.4367  –  APW/Nordic  Capital/APSA/Capio,  Commission  decision  of  16.03.2007;  Case  COMP/M.4229  –  APHL/L&R/Netcare/General
    Healthcare Group, Commission decision of 25.07.2006; Case COMP/M.3816 – Apax/Mölnlycke, Commission decision of 15.06.2005; Case  COMP/M.5190
    – Nordic Capital/ConvaTec, Commission decision of 15.07.2008.

[11]  Case COMP/M.3816 Apax/Mölnlycke, Commission decision of 15.06.2005 Case COMP/M.5190  –  Nordic  Capital/ConvaTec,  Commission  decision  of
    15.07.2008.

[12]  Case COMP/M.5190 – Nordic Capital/ConvaTec, Commission decision of 15.07.2008.

[13]        Case No COMP/M.4579 - Investor/Morgan Stanley/Mölnlycke, Commission decision of 27.03.2007.

[14]  Case COMP/M.5190 – Nordic Capital/ConvaTec,  Commission decision of 15.07.2008.

[15]  More specifically the U.K.

[16]  The Commission has divided the wholesale of pharmaceuticals into (i) full-line wholesale consisting of distribution of the total  range  of
    medicines, including doctor prescription only medicines, over the counter medicines, products which require  special  storage  and  handling
    such as analgesics and inflammables, and other parapharmaceuticals such as toiletries, health care, baby and beauty products; and (ii) short-
    line wholesale generally focusing on a very limited range of fast-moving pharmaceutical products.  See  for  example  Case  No  IV/M.1243  –
    Alliance Unichem Plc/SAFA Galencia SA, Commission decision of 27/07/1998 and Case  COMP/M.2573  –  A&C/Grossfarma,  Commission  decision  of
    30.08.2001.

[17]      Case No IV/M.1243 – Alliance Unichem Plc/SAFA Galencia SA, Commission decision of 27.07.1998 and  Case  COMP/M.2573  –  A&C/Grossfarma,
    Commission decision of 30.08.2001.

[18]  Case COMP/M.1835 – Monsanto/Pharmacia & Upjohn, Commission decision  of  30.03.2000.  and  Case  COMP/M.1846  –  Glaxo  Wellcome/Smithkline
    Beecham, Commission decision of 08.05.2000.

[19]  Case COMP/M.5190 – Nordic Capital/ConvaTec and Case COMP/M. 4579 – Investor/Morgan Stanley/Mölnlycke, Commission decision of 27.03.2007.

[20]  COMP/M.4540, Nestlé/Novartis (Medical Nutrition Business), Commission decision of 29.06.2007, Case  COMP/M.6504  –  LINDE  /  AIR  PRODUCTS
    HOMECARE, Commission decision of 18.04.2012. Different reimbursement systems at  national  level  were  also  considered  in  COMP/M.4367  -
    APW/Nordic Capital/ Apsa/Capio, Commission decision of 16.03.2007, although the exact market definition was ultimately left open.

[21]  Case COMP/M.5805 – 3i/Vedici Groupe, Commission decision of 15.06.2005; Case COMP/M.5548 –  Barclays/RBS/Hillary,  Commission  decision  of
    21.05.2010; Case COMP/M. 4367 – APW/APSA/Nordic Capital/Capio, Commission decision of 16.03.2007

[22]  Case COMP/M.4229 – APHL/L&R/Netcare General Healthcare Group, Commission decision of 25.07.2006; Case COMP/M.4788 – Rozier/BHS,  Commission
    decision of 21.08.2007.

[23]  Case COMP/M.4229 – APHL/L&R/Netcare General Healthcare Group, Commission decision of  ; Case COMP/M.4788 – Rozier/BHS, Commission  decision
    of  21.08.2007.

[24]  Case COMP /M.5548 – Barclays/RBS/Hillary.Commission decision of  06.07.2009.

[25]  See Vseobecna Zdravotni Pojistovna's  response to question 2 of questionnaire Q2 – Questionnaire to customers of ostomy products.

[26]  The Parties submit that at the EEA level their ostomy products' market shares are  the  following,  ConvaTec  [10-20]%,  For  Life  [0-5]%.
      Therefore, post-merger, the merged entity will only be the third largest supplier.

[27]  The Czech legislation (Act No. 48/1997 Coll., on public health insurance) imposes  to  health  insurance  companies  to  reimburse  medical
      devices (including ostomy products) to its clients. Types (categories) of medical devices to be reimbursed  are  listed,  as  well  as  the
      amount to be paid.  A  list of medical devices reimbursed is published on a monthly basis.

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                                                                  PUBLIC VERSION

 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.

                                                                 MERGER PROCEDURE