CELEX: 32015M7459
Language: en
Date: 2015-03-13 00:00:00
Title: Commission Decision of 13/03/2015 declaring a concentration to be compatible with the common market (Case No COMP/M.7459 - BECTON DICKINSON AND COMPANY / CAREFUSION) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                             |

Brussels, 13.3.2015
C(2015) 1789 final

                                        [pic]

|To the notifying party:                                                |                                                                       |
|                                                                       |                                                                       |

Dear Sir/Madam,

Subject:    Case M.7459 - BECTON DICKINSON AND COMPANY / CAREFUSION
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
Area[2]

1) On 6 February 2015, the European Commission received notification of a proposed concentration pursuant to Article 4 of the  Merger  Regulation
   by which the undertakings Becton Dickinson and Company ("Becton Dickinson", "BD" or "the Notifying Party")  acquires  within  the  meaning  of
   Article 3(1)(b) of the Merger Regulation control of the whole of the undertaking CareFusion Corporation ("CareFusion" or "CF"),  both  of  the
   US, by way of purchase of shares.[3] Becton Dickinson and CareFusion are collectively referred to as "the Parties".

       THE PARTIES AND THE OPERATION

2) Becton Dickinson is a global medical technology company that  develops,  manufactures  and  sells  medical  devices,  instrument  systems  and
   reagents. It is focused on improving drug delivery, enhancing the quality and  speed  of  diagnosing  infectious  diseases  and  cancers,  and
   advancing research, discovery and production of new drugs and vaccines.

3) CareFusion is a company active in the health care industry, providing products and  services  that  help  hospitals  improve  the  safety  and
   quality of care.  It  develops  technologies  including  infusion  pumps  and  intravenous  ("IV")  sets,  automated  dispensing  and  patient
   identification systems, ventilation and respiratory products, surgical instruments, etc.

4) Becton Dickinson is taking over the entirety of CareFusion (the "Transaction"). Therefore, the Transaction constitutes a concentration  within
   the meaning of Article 3(1)(b) of the Merger Regulation.

       EU DIMENSION

5) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million (Becton Dickinson: EUR 6 226  million,
   CareFusion EUR 2 832 million).  Each of them has an EU-wide turnover in excess of EUR 250 million (Becton Dickinson: EUR […],  CareFusion  EUR
   […]), and they do not achieve more than two-thirds of their aggregate EU-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.

       COMPETITIVE ASSESSMENT

6) According to the Notifying Party, the two companies' activities overlap horizontally in a limited number of affected  markets.  Those  include
   (a) non-dedicated intravenous sets (IV sets); (b) closed system drug-transfer devices ("closed systems"); (c) antimicrobial  scrubs;  and  (d)
   biopsy needles.

7) The Transaction also gives rise to a vertical link between the supply of syringes by Becton Dickinson and the supply  of  syringe-based  pumps
   by CareFusion and a vertical link for the sales of catheters under original equipment manufacturing ("OEM") agreement.[4]

1 Horizontal effects

1 IV products

1 Relevant product market

8) IV sets and accessories are consumables used in infusion therapy. Infusion therapy refers to  the  delivery  of  medication  or  other  fluids
   directly into a patient's vein.  The pressure required to deliver the medication into the patient's veins can be created through  gravity  (by
   placing the medication bag in an elevated position) or through the use of an electric infusion pump or syringe-based pump.

          [pic][pic]

              Gravity infusion               Infusion Pump

                  [pic]

                                                                   Syringe Pump

9) IV sets contain a length of tubing with basic connectors (referred to as "luer" connectors). IV sets are used to connect the IV  bag  or  pump
   to the patient. They are mainly composed of primary sets, extension sets and secondary sets. A primary set is the  main  set  of  tubing  used
   during infusion that is connected to the medication source. An extension set is an IV set that connects to the primary set on one end (using a
   "female" luer connector), and to the patient on the other (using a "male" luer connector). Secondary sets  are  sets  used  either  simply  to
   provide additional length to the already existing tubing, or to administer additional fluids which need to be infused but cannot be mixed with
   the solutions infused through the primary set.

10) There are a number of accessories that are often used in combination with the IV sets to regulate flow and access to the IV  lines,  such  as
   needle free connectors, stopcocks, manifolds or caps

11) Needle-free connectors provide a safe way to access intravenous  catheters,  which  are  commonly  used  to  administer  fluids,  blood,  and
   medications. They greatly reduce the risk of needle stick injuries by allowing IV sets to be connected to  catheters  without  the  use  of  a
   needle. There are three main types of needle free connectors: (i) split septum; (ii) mechanical valve and (iii) integrated extension lines.

12) Stopcocks are basic plastic taps that control the flow of fluid into the IV set. Manifolds are simply a series of 3 to 5 stopcocks  connected
   to each other in a single product. Finally, caps are simply basic plastic covers designed to close off an access point to an IV line when  not
   in use.

   [pic][pic][pic]

      Stopcocks                   Manifolds               Cap

1 Dedicated IV sets vs non-dedicated IV sets

      A. Notifying Party's view

13) According to the Notifying Party, there are two types of IV sets that are used in infusion therapies: dedicated sets and non-dedicated  sets.
   The Notifying Party submits that while the dedicated sets are mainly used with infusion pumps and are customised to be  used  with  a  certain
   manufacturer's pump, the non-dedicated sets are overwhelmingly used with gravity based IV therapy. Technically, non-dedicated  IV  sets  could
   also be used with IV pumps but this practice is very rare, since it neutralizes the benefit of IV pumps. Indeed, the added value of an IV pump
   is to precisely measure and control the pressure and flow of fluid in the tubing, which is why they require the  use  of  dedicated  IV  sets,
   whose size and tubing diameter is specially tailored for the infusion pump’s microprocessor. Therefore, using  a  non-dedicated  set  with  an
   infusion pump, could lead to incorrect calculations and control of the flow of fluid.

14) The Notifying Party submits that IV dedicated sets represent a different market than the market for non-dedicated IV sets for  the  following
   main reasons.

15) First, dedicated IV sets are designed to operate only with the relevant manufacturer's infusion pumps and cannot be  used  for  gravity-based
   IV therapy, while the non-dedicate sets are mainly used for the gravity-based infusion. Some producers, when they register  an  infusion  pump
   for CE marking, specify which dedicated sets are compatible with it and vice-versa.[5]

16) Second, dedicated sets are typically more expensive that the non-dedicated sets.

17) Third, dedicated IV sets typically require a specific component or section of the set to enable recognition  of  the  dedicated  set  by  the
   pump. A specific mould is required to produce this component. Therefore dedicated and non-dedicated IV sets are normally produced on  separate
   production lines. The production lines are not normally interchangeable and  would  require  modification  and  specific  moulds  due  to  the
   different components of the sets and switching from non-dedicated IV sets to dedicated and vice versa would require an important investment in
   terms of tooling, production line, and engineering resources. According to the Parties, switching from dedicated sets  to  non-dedicated  sets
   would require a EUR […] million expenses, while switching from non-dedicated sets to dedicated sets would be even more onerous  in  particular
   because of the intellectual property protecting dedicated sets (CareFusion's internal assumption is EUR […] million investment).

      B. Commission's assessment

18) The Commission has never defined any of  these  markets  before.  In  a  recent  case  concerning  dialysis  consumables  (comprising  mainly
   bloodlines, dialyser and fluids), the Commission left open whether the market should be defined as an  overall  product  market  or  per  each
   component.[6] More recently, the Spanish Competition Authority (SCA) analysed the IV  markets  in  2013[7],  when  CareFusion  acquired  Grupo
   Sendal, a Spanish manufacturer of non-dedicated IV components. The SCA took the view that dedicated IV systems and  non-dedicated  IV  systems
   belong to different product markets. The SCA also analysed the effect of that transaction on each of the  different  components  of  the  non-
   dedicated market on which the companies concerned overlapped.

19) Respondents to the market investigation indicated that indeed a distinction between dedicated sets and the non-dedicated sets should be  made
   from both demand and supply side.[8] Moreover, customers responding to the market investigation have also confirmed that the dedicated IV sets
   are more expensive than the non-dedicated IV sets.[9]

20) In addition, the market investigation responses revealed that different purchasing patterns apply for dedicated IV sets and non-dedicated  IV
   sets. Due to the lack of compatibility between different dedicated IV sets (primary, secondary and extension sets), they are  often  purchased
   all together, from the same manufacturer. On the contrary, non-dedicated IV sets from different manufacturers are  all  interchangeable.  They
   are therefore seldom purchased within a single contract, concluded with the same supplier, but customers usually purchase  them  as  different
   items separately.[10] This has also been confirmed by competitors answering to the market  investigation,  who  mentioned  that  they  usually
   supply each of these components separately, within separate contracts.[11]

21) The Parties' activities do not overlap in dedicated IV sets (Becton Dickinson is not active in this segment).  Therefore,  this  market  will
   not be further analysed.

22) Regarding a possible further segmentation of non-dedicated IV sets into the three different  components  (primary,  secondary  and  extension
   sets), the product market definition can be left open, as the proposed concentration does not raise serious doubts  as  to  its  compatibility
   with the internal market irrespective of any plausible market definition.

2 IV accessories (needle free connectors, caps, manifolds and stopcocks)

      A. Notifying Party's view

23) The Notifying Party takes the view that the relevant market should be defined at the level of each non-dedicated IV  accessory:  needle  free
   connectors, stopcocks/manifolds and caps, as there is no  demand  side  substitutability  between  these  products.  As  regards  supply  side
   considerations, the Notifying Party submits that some degree of supply-side substitutability in  the  non-dedicated  IV  set  and  accessories
   industry might exist, but not all manufacturers of needle-free connectors necessarily manufacture non-dedicated primary IV sets for example.

24) The Notifying Party further underlines that, although customers can purchase the different components as stand-alone items and then  assemble
   them themselves, they also purchase IV non-dedicated sets and accessories as a bundle. This notwithstanding, the Notifying Party  states  that
   it is rare for hospitals to buy all components together and that they would usually mix and match the  components  from  different  suppliers.
   Therefore, the Parties have also provided market shares for each component separately.

25) As regards manifolds and stopcocks, the Notifying Party submits that as  manifolds  represent  several  stopcocks  assembled  together,  they
   should be considered as being part of the same segment and not separately considered.

26) In addition, although the Notifying Party admits that there are several types of needle free connectors, the needle  free  connectors  market
   should not be further segmented as customers consider them entirely substitutable and the choice of a  specific  type  is  a  matter  of  user
   preference. In addition, most competitors offer all three types of needle free connectors.

   B. Commission's assessment

27) The responses to the market investigation indicated that non-dedicated accessories like needle free connectors, caps, manifolds or  stopcocks
   can be used both with dedicated and with non-dedicated  IV  sets.[12]  Furthermore,  the  majority  of  customers  responding  to  the  market
   investigation buy each of the different non-dedicated sets or accessories separately and in most instances from different suppliers. Only some
   of them buy them in a bundle as part of the same contract.[13] The reason indicated for such a  choice  was  customers'  desire  to  have  the
   possibility of procuring these products at the best prices. Suppliers have also confirmed this purchasing pattern.[14]

28) As regards the difference between manifolds and stopcocks, the market investigation results were mixed. Although  there  are  customers  that
   buy manifolds as a ready-made product, others buy stopcocks and assemble them in order to create as  many  manifolds  as  needed.[15]  On  the
   supply side, competitors have indicated that switching production from stopcocks to manifolds would take approximately 1-2 years and important
   investments. In addition to that, the know-how associated to the production of manifolds has also been indicated as  a  barrier  to  switching
   production from stopcocks to manifolds.[16]

29) In the present case, the product market definition as regards stopcocks and manifolds can be left open, as the  proposed  concentration  does
   not raise serious doubts as to its compatibility with the internal market with respect to any plausible market definition.

30) Finally, as to the different types of needle free connectors, the competitors answering to the market investigation mentioned that,  although
   the majority of them produce all three types of needle free connectors, it is not easy to switch production from one type to  another  due  to
   the different production process, the different moulds that are being used, different design and know-how associated. However, customers  have
   largely confirmed Parties' views as regards demand side substitutability, mentioning that they can use the three main  types  of  needle  free
   connectors interchangeably for a given procedure[17]. One customer mentioned that "The needle free connectors are  overall  relatively  simple
   and similar products."[18]

31) In the present case, the Commission concludes that the product market definition of  each  of  the  non-dedicated  accessories  (needle  free
   connectors, caps, stopcocks and manifolds) can be left open,  as  the  proposed  concentration  does  not  raise  serious  doubts  as  to  its
   compatibility with the internal market with respect to any plausible market definition. In addition, the Commission also  considers  that  the
   exact product market definition for manifolds and stopcocks can be left open as the proposed concentration does not raise serious doubts as to
   its compatibility with the internal market under any plausible market definition.

2 Geographic market

32) The Notifying Party submits that there is significant evidence suggesting that the relevant geographic market for all  the  non-dedicated  IV
   sets and accessories are EEA-wide such as low regulatory barriers (single marketing requirement being to obtain the CE mark) or low  transport
   costs.

33) The market investigation replies reveal that local presence of suppliers of non-dedicated  sets  and  accessories  is  a  requisite  in  this
   market. Customers mentioned reasons like security of supply, trainings needed for the use  of  these  products,  the  need  of  monitoring  of
   accidents, fast deliveries and communication with the representatives of the suppliers.[19]

34) Almost all suppliers have stated during the market investigation that there is a need to have local representatives in order to  be  able  to
   participate in tenders in a given country in order to be able to provide sales and after sales support, promotion and keeping the contact with
   clinics.[20]

35) In the present case, the geographic market for non-dedicated sets and accessories can be left open, as the proposed  concentration  does  not
   raise serious doubts as to its compatibility with the internal market with respect to any plausible geographic market definition.

3 Competitive assessment

36) The Parties are both active in the supply of non-dedicated IV sets and accessories. As regards the IV dedicated sets, there is no overlap  as
   Becton Dickinson is not active in this segment. At component level, the Transaction gives rise to several affected  markets  in  non-dedicated
   extension sets, needle-free connectors, stopcocks, manifolds and caps.

37) In the EEA, BD markets non-dedicated primary IV sets under its "R 87" brand and extension sets under its "Connecta" brand.  As  it  does  not
   market non-dedicated IV secondary sets in the EEA, this segment  will  not  be  further  analysed.  BD  markets  three  different  needle-free
   connectors: Q-Syte, a cannula designed to be used with Baxter International Inc.'s Interlink needle-free access device and  Posiflow.  In  the
   EEA, BD markets stopcocks under its "Connecta Plus" brand and manifolds under its "Connecta Multiflow" brand. BD also markets caps  under  its
   "BD Luer-Lok" and simple "BD" brand.

38) CareFusion markets non-dedicated primary, secondary and extension sets under its  SmartSite  and  MaxPlus  brands.  CareFusion  also  markets
   needle-free connectors under three brand names: SmartSite, MaxPlus and MaxZero. On the contrary, CareFusion markets stand-alone stopcocks  and
   caps without a specific brand name. CareFusion also markets extension sets with  integrated  stopcocks,  including  sets  marketed  under  its
   SmartSite, and MaxPlus brands.

39) In the absence of reliable public sources for calculating market shares, the Parties have  used  public  reports  in  the  IV  field[21]  and
   adjusted the shares following a bottom-up approach principally based on tender data and internal best estimates.

1 General characteristics of the non-dedicated sets and accessories

40) The Notifying Party considers that the markets for IV non-dedicated sets and accessories are all mature markets,  with  an  annual  estimated
   growth rate of only [0-5]%. Moreover, the Notifying Party submits that products are heavily commoditised and that there is no  brand  loyalty.
   Differentiation is mainly based on price and availability of a wide product range.

41) As regards switching costs, it further submits that costs are low and mainly correspond to the cost of launching a new tender. Customers  are
   mainly hospitals, which sometimes join in group buying schemes, usually at regional level.

42) During the market investigation, customers have mentioned that when choosing their suppliers of non-dedicated sets or accessories,  the  most
   important criteria they take into account are price, quality and ease of use. The brand does not  play  an  important  role  in  this  market,
   according to customers.[22]

43) Especially in the Nordic countries, customers are often represented by central purchasing departments which purchase  non-dedicated  IV  sets
   and accessories on behalf of several hospitals and  clinics.[23]  Customers  use  both  tendering  process  and  bilateral  negotiations  when
   purchasing non-dedicated IV sets or accessories. However, when analysed by country, the Commission observed that Nordic countries like Finland
   or Denmark use tendering procedure more often and for the majority of  their  purchases,  whereas  Spanish  or  Italians  customers  use  more
   frequently bilateral negotiations[24] Competitors have also confirmed this purchasing pattern of their customers.[25]

44) As regards the period of the contracts resulting from tenders, customers have submitted that most often they run from 2-4 years;  in  several
   cases an initial period of 2 years is provided and the possibility of prolonging it with 1+1 years.[26]

45) Switching to a different supplier at the end of a contract is considered relatively easy. For example, referring to needle  free  connectors,
   one customer said that "switching suppliers is therefore not particularly complicated if the quality is the same."[27] Although some  training
   is needed for the new products, this is not perceived as a high barrier for customers to switch to a different supplier.[28] Moreover,  around
   35-40% of the respondent customers have changed suppliers in the last five years.[29]

2 Non-dedicated extension sets

46) In the non-dedicated extension sets, the Parties' activities give rise to affected markets in Spain ([20-30]%  combined  market  shares)  and
   the UK ([30-40]% combined market share). In both countries the increment is minimal and less than [0-5]%. In addition, there are several other
   competitors active in these markets that will continue to compete with the merged entity. According to the Notifying Party, in Spain,  Hospira
   (a distributor) with a market share of [30-40]% represents the main challenger of the Parties. Also B Braun ([10-20]%),  Fresenius  ([10-20]%)
   and Vygon ([5-10]%) are offering similar products in this market. In UK, the main challenger is Vygon, with an estimated market share of  [40-
   50]%. According to the Parties, there are also other competitors present like ICU ([10-20]%), Codan, B Braun and  Baxter,  all  three  with  a
   comparable market share of [5-10]%.

47) The Parties argue that especially in UK, the significant pressure to cut costs and the particular set up of the purchasing of these  products
   (above a certain thresholds of £113,057 , it is the National Health Service – NHS – who organises the tenders on  behalf  of  the  hospitals),
   makes the UK market very competitive.

48) Taking into account the relatively low market shares of the Parties, the minimal increment and the existence of other  important  competitors
   that will continue to compete with the merged entity, the Commission takes the view that no serious  doubts  are  likely  to  arise  for  non-
   dedicated extension sets as to the compatibility of the proposed Transaction with the internal market.

3 Needle free connectors

49) In the needle-free connectors, at EEA level the market shares would reach [20-30]% (with an increment of [10-20]%). Taking into  account  the
   relatively low market share of the Parties, the fact that there are other strong competitors like B Braun, Vygon, ICU, Codan and several other
   distributors that will continue to exert competitive pressure on the merged entity, the Commission concludes that no serious doubts are likely
   to arise for needle free connectors as to the compatibility of the proposed Transaction with the internal market on an EEA level.

50) At national level, the combined market shares reach more than [20-30]% in Austria, Belgium, Denmark, Finland,  France,  Germany,  Italy,  the
   Netherlands, Poland, Spain, Sweden and the UK.

51) Table 1 below sets out the Parties' position on the needle free connectors in these countries.

Table 1 – Overview of the overlaps and affected markets for needle free connectors

|Country               |Estimated Market Size       |CareFusion Market Share     |BD Market Share     |BD/CF Combined   |
|                      |                            |                            |                    |Market Share     |
|                      |                            |                            |                    |                 |
|Austria               |[…] €                       |[10-20]%                    |[10-20]%            |[20-30]%         |
|Belgium               |[…] €                       |[0-5]%                      |[40-50]%            |[40-50]%         |
|Czech Republic        |[…] €                       |[0-5]%                      |[5-10]%             |[5-10]%          |
|Denmark               |[…] €                       |[0-5]%                      |[70-80]%            |[70-80]%         |
|Finland               |[…] €                       |[0-5]%                      |[70-80]%            |[70-80]%         |
|France                |[…] €                       |[0-5]%                      |[20-30]%            |[20-30]%         |
|Germany               |[…] €                       |[0-5]%                      |[20-30]%            |[20-30]%         |
|Hungary               |[…] €                       |[0-5]%                      |[0-5]%              |[0-5]%           |
|Ireland               |[…] €                       |[10-20]%                    |[5-10]%             |[10-20]%         |
|Italy                 |[…] €                       |[20-30]%                    |[10-20]%            |[30-40]%         |
|Netherlands           |[…] €                       |[0-5]%                      |[20-30]%            |[20-30]%         |
|Poland                |[…] €                       |[0-5]%                      |[30-40]%            |[30-40]%         |
|Portugal              |[…] €                       |[0-5]%                      |[0-5]%              |[0-5]%           |
|Romania               |[…] €                       |[0-5]%                      |[0-5]%              |[0-5]%           |
|Spain                 |[…] €                       |[10-20]%                    |[10-20]%            |[30-40]%         |
|Sweden                |[…] €                       |[10-20]%                    |[5-10]%             |[20-30]%         |
|United Kingdom        |[…] €                       |[20-30]%                    |[0-5]%              |[20-30]%         |
|Norway                |[…] €                       |[10-20]%                    |[5-10]%             |[10-20]%         |
|EEA                   |[…] €                       |[5-10]%                     |[10-20]%            |[20-30]%         |

   Source: Form CO

        A. Austria, Belgium, France, Germany, the Netherlands, Spain, Sweden and the UK

52) As can be seen in Table 1, in Austria, France, Germany, the Netherlands, Spain, Sweden and the UK the combined market shares of  the  Parties
   are low or moderate and in any case below [30-40]%. Even if the market shares are above [30-40]% as in Belgium, the increment is minimal, less
   than [0-5]%. In addition, in all these countries there are a number of other competitors that will continue exerting competitive  pressure  on
   the merged entity like Vygon, B Braun, Codan or ICU, together with several distributors. Based  on  this,  taking  into  account  the  general
   characteristics of these markets presented above and in the absence of any particular concern expressed during the market  investigation,  the
   Commission takes the view that no serious doubts are likely to arise for needle free connectors in  Austria,  Belgium,  France,  Germany,  the
   Netherlands, Spain, Sweden and the UK as to the compatibility of the proposed Transaction with the internal market.

        B. Italy, Poland

53) In Italy, the combined market shares of the Parties reach [30-40]%, with an increment brought by CareFusion of  [10-20]%.  According  to  the
   Parties, several competitors present in this country are expected to continue to exert competitive pressure on the merged entity. According to
   the Notifying Party, ICU is the main challenger of the Parties with a market share of [30-40]%. The other main  competitors  are  Vygon  ([10-
   20]%), the new entrant B Braun ([5-10]%) and Halkey Roberts ([10-20]%).  These  alternative  suppliers  have  been  confirmed  by  the  market
   investigation replies.[30]

54) In Poland, the combined market shares of the Parties reach [30-40]%, with an increment brought by CareFusion  of  [0-5]%.  According  to  the
   Parties, the other main competitors active in this country are Vygon ([20-30]%), B Braun  ([10-20]%),  ICU  ([10-20]%),  Codan  ([5-10]%)  and
   Baxter ([0-5]%).

55) In both Italy and Poland, although the combined market shares of the Parties exceed [30-40]%, the Commission takes the view that  no  serious
   doubts are likely to arise for needle free connectors as to the compatibility of the proposed Transaction with the  internal  market  for  the
   following reasons: (i) the existence of other important suppliers that will continue to represent a  competitive  constraint  for  the  merged
   entity in these markets; (ii) the confirmed new entry, (iii) the absence of any particular concern raised during the market investigation  and
   (iv) the general characteristic of this markets as explained above.

        C. Denmark, Finland

56) In Denmark, the combined market shares of the Parties are high, reaching [70-80]%. According to the Parties, this is due to the  position  of
   Becton Dickinson, who has a manufacturing facility in Sweden. However, CareFusion has limited presence here with a market share  of  only  [0-
   5]%. According to the Notifying Party, there are only two other competitors, namely B Braun ([5-10]%) and Codan ([10-20]%), together  with  an
   independent distributor, Mediplast, distributing ICU's MicroClave needle free connector. The Parties consider that the small number of players
   is due to the small size of the market which makes it less commercially attractive[31], while competitors prefer to focus on the main European
   countries that are commercially more attractive. The estimated size of the Danish market in 2014 was less than EUR [0.8-1] million.

57) The Parties argue that the position of Becton Dickinson is due to its products which are particularly well received in this country since  it
   entered the market in 1990s. They also argue that the Danish market is mainly a bidding market (approximately 80% of  the  market).  Therefore
   needle free connectors are often purchased through tender procedures..[32]

58) The Commission investigated whether there are enough alternative  suppliers  to  the  merged  entity,  taking  into  account  that  switching
   suppliers in this market appears to be relatively easy. The replies received during the market  investigation  have  indicated  indeed  Vygon,
   Codan as alternative suppliers, but also some others as B Braun and Mediplast (distributor).

59) As regards recent entry, the market investigation confirmed that B Braun has entered the Danish market in the  last  five  years,  gaining  a
   market share of [5-10]%.[33]

60) Considering the high market shares of Becton Dickinson and the reduced presence of CareFusion, the Commission has also  investigated  whether
   CareFusion is a particularly strong innovator in this market. The market investigation replies did not support that thesis.[34]

61) Taking into account (i) the small increment of less than [0-5]%, (ii) the existence of other competitors that will continue to  compete  with
   the merged entity, (iii) the fact that CareFusion does not seem to be a particularly strong innovator in this field nor to pursue any targeted
   strategy in this market, (iv) the recent entry and (v) the relative ease for customers to switch suppliers, the Commission takes the view that
   no serious doubts are likely to arise for needle free connectors in Denmark as to the compatibility  of  the  proposed  Transaction  with  the
   internal market.

62) In Finland, the overall competitive situation is similar with Denmark. The combined market share reaches [70-80]%, with an increment  of  [0-
   5]%. B Braun is also present with a market share of [5-10]%. According to the Parties,  in  recent  tenders  they  also  met  the  distributor
   Mediplast and Codan. The Parties mention that they have no visibility on the rest of the market.  During  the  market  investigation,  several
   customers have indicated that there are alternative suppliers such as B Braun or Mediplast. One customer indicated that "there are also  other
   suppliers in the market like B Braun, Steripolar (a distributor), Medic (a distributor), Mediplast, Fresenius or Argon that could  supply  the
   same products. This is also true for the particular market of needle free connectors where several suppliers are available."[35]

63) B Braun and ICU have indicated that they have recently entered this market, together with Baxter and Fresenius. However, the latter two  have
   not confirmed their entry.[36]

64) One customer mentioned that the products of CareFusion and those of Becton Dickinson are more  complementary  than  similar.  Moreover,  when
   testing the CareFusion's products, it considered that they "were not as good as Becton Dickinson's products".[37]

65) Taking into account (i) the small increment of [0-5]%, (ii) the existence of other competitors that will continue to compete with the  merged
   entity, (iii) the fact that CareFusion neither seems to be an innovator in this field nor to pursue any targeted strategy in this market, (iv)
   the recent entry and (v) the ease of switching suppliers, the Commission takes the view that no serious doubts are likely to arise for  needle
   free connectors in Finland as to the compatibility of the proposed Transaction with the internal market.

7 Stopcocks/manifolds

   A. Stopcocks/manifolds

66) In an overall market for stopcocks/manifolds, the combined market shares reach more than [20-30]% in Belgium, Spain, Sweden and the  UK.  The
   EEA market for stopcocks/manifolds would not be an affected market.

Table 2 – Overview of the overlaps and affected markets for stopcocks/manifolds

|Country               |Estimated Market Size       |CareFusion Market Share  |BD Market Share        |BD/CF Combined Market  |
|                      |                            |                         |                       |Share                  |
|                      |                            |                         |                       |                       |
|Belgium               |[…] €                       |[0-5]%                   |[20-30]%               |[20-30]%               |
|France                |[…] €                       |[5-10]%                  |[5-10]%                |[10-20]%               |
|Germany               |[…] €                       |[0-5]%                   |[5-10]%                |[5-10]%                |
|Hungary               |[…] €                       |[0-5]%                   |[0-5]%                 |[5-10]%                |
|Italy                 |[…] €                       |[0-5]%                   |[10-20]%               |[10-20]%               |
|Spain                 |[…] €                       |[10-20]%                 |[20-30]%               |[30-40]%               |
|Sweden                |[…] €                       |[0-5]%                   |[30-40]%               |[30-40]%               |
|United Kingdom        |[…] €                       |[5-10]%                  |[10-20]%               |[20-30]%               |
|EEA                   |[…] €                       |[10-20]%                 |[0-5]%                 |[10-20]%               |

   Source: From CO

67) In Belgium, Sweden and the UK, the combined market shares remain relatively low or moderate and in  any  case  below  [30-40]%  ([20-30]%  in
   Belgium, [30-40]% in Sweden and [20-30]% in the UK). In addition, in Belgium and Sweden the increment brought by CareFusion to the Transaction
   is less than [0-5]%. In all these markets, there are also other suppliers that will continue to  exert  competitive  pressure  on  the  merged
   entity like B Braun, Vygon, Codan, Baxter together with some other local distributors.

68) In Spain, the combined market shares of the Parties reach [30-40]% in 2014, following the acquisition of Sendal Groupo  in  2013,  a  company
   active in the non-dedicated IV market.

69) Except for the Parties, there are other competitors present on this market, among which the main ones are B Braun ([10-20]%) and Vygon  ([10-
   20]%). In addition, there are also local distributors like Cair (French company), and Helianthus, Farmaban, IHT Medical, Nacatur,  Palex  –  a
   new entrant, Prohosa, Amevisa, Krape and Oiarso, that seem to participate in tenders, but for which  the  Parties  could  not  provide  market
   shares due to the lack of transparency in this market. The presence of some of the main competitors and some of these  distributors  has  been
   confirmed by the replies to the market investigation.[38] The market investigation replies have also confirmed some  recent  entrants  like  a
   local distributor, Palex, and ICU.[39]

70) Moreover, the Parties submit that Becton Dickinson has decided to discontinue its sales of manifolds in the EEA because the market  seems  no
   longer economically profitable. Therefore, they expect their combined market shares to decrease in 2015.

71) Taking into account (i) the general characteristics of these markets presented above, (ii) the moderate market shares  and  small  increments
   attributable to the Parties, (iii) the existence of other competitors that will continue to exert competitive pressure on the  merged  entity,
   (iv) Becton Dickinson's discontinuation of manifolds sales in the course of 2015 and (iv) the absence  of  any  particular  concern  expressed
   during the market investigation, the Commission concludes that no serious doubts are likely  to  arise  for  stopcocks/manifolds  in  Belgium,
   Spain, Sweden and the UK as to the compatibility of the proposed Transaction with the internal market.

   B. Manifolds segment

72) Should the market of stopcocks/manifolds be further segmented, there will be only two affected  markets  for  the  manifold  segment,  namely
   Belgium and Spain. However, the combined market shares will remain moderate ([20-30]% in  Belgium  and  [20-30]%  in  Spain),  with  very  low
   increments brought by CareFusion ([0-5]% in Belgium and [0-5]% in Spain). The EEA market for stopcocks/manifolds would not be affected.

73) Moreover, according to the Parties, Becton Dickinson has decided to discontinue its sales of manifolds in the EEA because  the  market  seems
   no longer economically profitable. The Parties state that, in 2015, they expect to have only few units sold in Poland  and  that   the  market
   shares of Becton Dickinson will be minimal.

74) Taking into account (i) the general characteristics of these markets presented above, (ii) the moderate market  shares  of  the  Parties  and
   small increments, (iii) the existence of other competitors that will continue to exert competitive pressure on the merged entity, (iv)  Becton
   Dickinson's discontinuation of manifolds sales in the course of 2015 and (iv) the absence of  any  particular  concern  expressed  during  the
   market investigation, the Commission concludes that no serious doubts are likely to arise for  manifolds  in  Belgium  and  Spain  as  to  the
   compatibility of the proposed Transaction with the internal market.

   C. Stopcocks segment

75) In the stopcocks segment only, the combined activities of the Parties give rise to five affected markets in Belgium,  France,  Spain,  Sweden
   and the UK. The EEA market for stopcocks/manifolds would not be an affected market.

76) In Belgium, France and the UK, the combined market shares remain moderate ([20-30]% in Belgium, [20-30]% in France and [20-30]% in  the  UK).
   In addition, in Belgium and Sweden the increment brought by CareFusion to the Transaction is less than [0-5]%. In all these markets, there are
   also other suppliers that will continue to exert competitive pressure on the merged entity like B Braun, Codan, Baxter,  Fresenius  or  Vygon,
   together with some other local distributors.

77) In Spain, the Parties' combined market share amount to [30-40]% with an increment of [10-20]%. There are other competitors  present  on  this
   market such as B Braun and Vygon, with market shares of [10-20]% and Cair with a market share of [5-10]%. In addition  to  these  competitors,
   there are several distributors whom the Parties meet in tenders: Cair (French company), and Helianthus, Farmaban, IHT Medical, Nacatur, Palex,
   Prohosa, Amevisa, Krape and Oiarso (all are local distributors).

78) Taking into account (i) the general characteristics of this market presented above, (ii) the moderate market shares of the Parties and  small
   increments, (iii) the existence of other competitors that will continue to exert competitive pressure  on  the  merged  entity  and  (iv)  the
   absence of any particular concern expressed during the market investigation, the Commission concludes that no serious  doubts  are  likely  to
   arise for stopcocks in Belgium, France, Spain and the UK as to the compatibility of the proposed Transaction with the internal market.

8 Caps

79) At EEA level the market shares would reach [20-30]% (with an increment of [5-10]%). Taking into account the relatively low  market  share  of
   the Parties, the fact that there are other competitors like B Braun, Vygon, ICU, Codan and several other distributors that  will  continue  to
   exert competitive pressure on the merged entity, the Commission concludes that no serious doubts are likely to arise for caps in the EEA as to
   the compatibility of the proposed Transaction with the internal market.

80) At national level, the Parties' activities give rise to three affected national markets, in Belgium, France and the UK.

81) In Belgium, the combined market shares reach [30-40]%, with an increment of [5-10]% brought by CareFusion. The total estimated  size  of  the
   Belgium market of caps is of only EUR […]. Taking this into account and the existence of other main players on this market, with  considerable
   market shares like B Braun ([30-40]%), Fresenius and Baxter (each [10-20]%), the Commission concludes that no serious  doubts  are  likely  to
   arise for caps in Belgium as to the compatibility of the proposed Transaction with the internal market.

82) In France, the combined market share reaches [30-40]% (with an increment of [10-20]% of CareFusion),  following  the  acquisition  of  Groupo
   Sendal in 2013. The other main competitors in this market include Didactic and B Braun, each with a market share of [10-20]% and Prompela ([20-
   30]%market share). The market investigation replies have indicated the existence of several alternative suppliers in caps in the France.[40]

83) The Parties submit that Becton Dickinson's sales of caps in France ([20-30]% market share) do not all correspond to the healthcare  industry.
    They indicate that [70-80]% (or EUR [<200 000]) of its sales of caps in France are made to an aeronautics company based in France.  Only  the
   remaining [20-30]% of BD’s sales (EUR [<100 000]) correspond to the healthcare industry. Therefore, the Parties submit that Becton Dickinson's
   share in caps is overstated and should be approximately [5-10]%.

84) In the UK, the Parties' combined market share is approximately [40-50]% (with an increment of [5-10]%  of  Becton  Dickinson).  A  number  of
   other competitors including Vygon, B Braun, Fresenius, Codan, Universal, BMS and Sarstedt, with a comparable market  share  of  [5-10]%  each,
   will continue to exert competitive pressure on the merged entity. The market investigation replies have indicated the existence of several  of
   these alternative suppliers in caps in the UK.[41]

85) Taking into account (i) the general characteristics of this market presented above,  (ii)  the  existence  of  other  competitors  that  will
   continue to exert competitive pressure on the merged entity, (iii) the fact that a part of Parties' sales  of  caps  in  France  are  not  all
   dedicated to health industry and (iv) the absence of any particular concern expressed during the market investigation,  the  Commission  takes
   the view that no serious doubts are likely to arise for caps in Belgium, France and the UK as to the compatibility of the proposed Transaction
   with the internal market.

2 Closed systems for preparing and administering drugs

1 Relevant product market

86) Closed system drug-transfer devices are medical devices used to prepare and administer drugs in hospital wards  by  nurses  and  in  hospital
   pharmacies by dedicated healthcare personnel which allow for some protection against potential air and liquid leakage. There is a broad  range
   of products used for this purpose from "semi closed" systems to "fully closed" systems depending on the degree of potential leakage.

1 Notifying Party's view

87) The Notifying Party submits that various types of devices are used to prepare and administer drugs, and the choice  of  system  used  largely
   depends on the type of drugs that are handled and the safety level required. Such drug handling can be done by using "open" systems, which  do
   not have any particular valves or device to avoid leakages and represent [40-50]% of the vials prepared, using "semi closed" systems  that  do
   not exchange unfiltered air or contaminants with the environment, but are not fully air tight and leak-free  and  represent  [50-60]%  of  the
   market, or using "fully" closed systems (i.e. fully air tight and leak-free) that represent [5-10]% of the vials prepared (most of that volume
   occurring in Sweden).

88) According to the Notifying Party, hospital pharmacies usually prepare hazardous drugs (such as chemotherapy cytotoxic drugs), while  hospital
   wards usually prepare non-hazardous drugs (such as antibiotics). The former therefore place high importance on avoiding exposure to drugs, and
   often use fully closed systems or closed handling cabinets. According to the Notifying Party, Sweden is a notable exception, as  fully  closed
   systems are also used for the preparation and administration of antibiotics. This can be partly explained by  more  stringent  regulation  for
   handling hazardous drugs (AFS 2005:5, "Chemotherapy and other drugs with lasting toxic effects").

89) The main components of closed systems are vial access devices (to hook in the vial containing the drug), closed male  luers  and  valves  (to
   transfer the drug into the syringe), and bag access devices with valves (to ensure that no air leaks). Closed vial access devices, closed male
   luer and bag access devices with valves can be sold and used separately in a non-closed system context and usually do not need to be used with
   connectors because they are ISO standard (and therefore compatible with components from multiple manufacturers). Nevertheless, this is not the
   case for all products on the market: some of BD’s PhaSeal components, as well  as  some  of  Teva’s  Tevadaptor  components  have  proprietary
   connections, and may therefore not be used with  other  manufacturers’  components.  In  addition,  according  to  the  Notifying  Party,  all
   competitors active in the closed system market sell entire systems, and the various components are intended by the  manufacturer  to  be  used
   together.

90) The Notifying Party considers that customers perceive all closed systems (from semi closed to fully closed) as broadly substitutable  despite
   the degree of differentiation within them. It submits that the Parties’ tender data reflect this statement, as semi closed  and  fully  closed
   systems very often compete head to head in the same tenders.

91) From the supply perspective, the Notifying Party considers that switching production from a semi closed system to a fully  closed  system  is
   costly and cumbersome as it requires significant investments in the creation of new product lines and as well as patent registrations for  the
   new products and its components. The costs associated with switching production would amount approximately to EUR […] million.  The  Notifying
   Party nevertheless underlines that CareFusion was recently able to move closer to the fully closed systems space by adding  an  airtight  vial
   access device sourced from Yukon that it markets under its SmartSite Vial Shield brand. This SmartSite Vial Shield is then used in conjunction
   with CareFusion’s Texium to compete with fully closed systems.

92) The Notifying Party therefore considers that the relevant market is the market for closed systems  used  to  prepare  and  administer  drugs,
   encompassing semi closed to fully closed systems.

2 Commission's assessment

93) Most customers indicated that usually pharmacists prepare hazardous drugs  and  nurses  antibiotics,  including  in  Sweden.[42]  The  market
   investigation indicated that there are various ways to prepare drugs, namely using mixing sets, partially and fully closed systems, as well as
   clean chambers with laminar air flows. Clean chambers and closed systems (either fully or semi-closed) appear to be often used  for  hazardous
   drugs such as cytotoxic drugs. Nevertheless, some customers indicate using other devices than closed  systems  and  clean  chambers,  even  to
   prepare hazardous drugs.[43]

94) Likewise regarding the devices that medical staff uses to administer drugs, responses were also overall mixed, as  some  use  closed  systems
   and others use infusion/injection devices also for some hazardous drugs.[44] As indicated by  a  Swedish  customer,  "Some  departments  in  a
   hospital make 1 preparation of antibiotics or hazardous drugs per day; some might need to do 50  such  preparations.  Therefore  the  risk  of
   exposure is also totally different. An oncology department, which prepares a lot of chemotherapeutic drugs might prefer to only use the  fully
   closed systems, however an orthopaedic department might need only one such a preparation per day". Although some customers and closed  systems
   suppliers indicated that health care personnel in Sweden is more inclined to use fully closed systems  even  for  antibiotics,  there  was  no
   homogeneous picture in Sweden either.[45]

95) Market participants indicated that fully closed systems are more expensive than semi closed  systems.  Nevertheless,  it  appears  that  semi
   closed systems and fully closed systems can compete in the same tenders.[46] The scope of the  tenders  very  much  varies  from  hospital  to
   hospital even in a given country. The market investigation indicated that the scope of  tenders  depends  on  their  habits  and  needs:  some
   customers define separate lots for systems for hazardous and systems for antibiotics, while others have one single tender for  closed  systems
   without further subcategories.[47]

96) From a supply-side perspective, competitors confirmed that fully closed systems are difficult to enter due to very strong IP protections  and
   high investment costs. A competitor indicates that 3 to 5 years and several millions of euros are necessary to develop fully  closed  systems.
   Another competitor explains that 1-2 years are required to enter the market and approximately half a million euros to establish evidence data,
   promotion material and sales representative training.[48]

97) In light of the above, the Commission considers that the question whether all closed systems together constitute a product market or  whether
   fully closed and semi closed systems should be considered as separate product markets can be left open, as no competition issues  arise  under
   either market definition.

2 Geographic market

98) The Parties consider that there is significant evidence suggesting that the relevant geographic market for closed systems  is  EEA-wide.  For
   example, European markets for medical devices such as closed  systems  are  characterised  by  low  regulatory  barriers  (CE  Mark)  and  low
   transportation costs.

99) A large majority of customers indicated in the market investigation that  suppliers  need  to  have  local  representatives  based  in  their
   country, as presentations of the products, on-site training and assistance in the national language  are  required.[49]  Although  competitors
   consider that these support services are typically required by customers, they  do  not  necessarily  consider  that  such  a  local  presence
   represents a significant barrier to be selected as a supplier. In addition, most competitors consider that there is no  certification  or  any
   other specific obstacle for suppliers to be able to sell in a given country.[50]

100) In the present case, the geographic market for closed systems can be left open, as the proposed concentration does not raise serious  doubts
   as to its compatibility with the internal market with respect to any plausible geographic market definition.

3 Competitive assessment

101) Becton Dickinson sells a fully closed system called "PhaSeal", while CareFusion markets "Chemo Safety System", which  utilises  its  needle-
   free connector SmartSite and its luer lock connector Texium.

102) The Parties' activities give rise to affected markets in Hungary, Poland, Spain and Sweden, as shown in the table below.

Table 3 - Overview of the overlaps and affected markets for closed systems

|Country            |Estimated Market Size            |CareFusion Market     |BD Market Share      |BD/CF Combined Market |
|                   |                                 |Share                 |                     |Share                 |
|                   |                                 |                      |                     |                      |
|Austria            |[…] €                            |[0-5]%                |[10-20]%             |[10-20]%              |
|Belgium            |[…] €                            |[0-5]%                |[0-5]%               |[0-5]%                |
|Denmark            |[…] €                            |[0-5]%                |[0-5]%               |[0-5]%                |
|France             |[…] €                            |[0-5]%                |[5-10]%              |[5-10]%               |
|Germany            |[…] €                            |[0-5]%                |[0-5]%               |[0-5]%                |
|Hungary            |[…] €                            |[0-5]%                |[10-20]%             |[20-30]%              |
|Italy              |[…] €                            |[10-20]%              |[0-5]%               |[10-20]%              |
|Netherlands        |[…] €                            |[0-5]%                |[0-5]%               |[0-5]%                |
|Poland             |[…] €                            |[10-20]%              |[0-5]%               |[20-30]%              |
|Portugal           |[...] €                          |[0-5]%                |[0-5]%               |[0-5]%                |
|Spain              |[…] €                            |[10-20]%              |[0-5]%               |[20-30]%              |
|Sweden             |[…] €                            |[10-20]%              |[60-70]%             |[70-80]%              |
|United Kingdom     |[…] €                            |[0-5]%                |[0-5]%               |[0-5]%                |
|Norway             |[…] €                            |[10-20]%              |[0-5]%               |[10-20]%              |
|EEA                |[…] €                            |[10-20]%              |[5-10]%              |[20-30]%              |

1 Common features

103) The Parties consider that only four companies have technologies that closely compete at  the  high  end  of  fully  closed  systems:  Becton
   Dickinson (PhaSeal), ICU Medical (with its latest product ChemoLock, which was launched in 2013), Equashield (its latest version  having  been
   launched in 2013 and being currently promoted in Sweden by Codan) and Teva (Tevadaptor). Becton Dickinson’s PhaSeal, as well as ICU  Medical's
   ChemoLock, Equashield and Tevadaptor have received a specific US certification for  devices  that  are  air  tight,  leak  proof  and  prevent
   microbial ingress. Although the Parties underline that this framework does not apply in Europe, this provides indications on the  similarities
   and common properties of these devices.

104) Other companies, such as BBraun (PureSite with MiniSpike Chemo) and ICU Medical with its older closed systems offer semi closed systems  and
   are therefore closer competitors to CareFusion, according to the Parties.

105) In addition, the Parties submit that Becton Dickinson's fully closed device (PhaSeal) is sold in most of  the  EEA  to  the  more  demanding
   hospital pharmacy segment, while CareFusion’s semi closed products are sold mainly to the hospital ward segment. Therefore, the two  companies
   do not closely compete against each other.

106) Although the competitive landscape and appreciation of which companies are the closest competitors to the Parties can slightly  differ  from
   country to country, both competitors and customers responding to the market investigation consider that CareFusion and  Becton  Dickinson  are
   not each other's closest competitors. Respondents to the market investigation consider that there are a relatively large number  of  providers
   of closed systems. Competitors never mention CareFusion as one of Becton  Dickinson's  closest  alternatives  and  vice-versa;  although  some
   customers consider that Becton Dickinson's product is an alternative to CareFusion, these same customers also mention BBraun, Teva or ICU,  as
   close competitors to CareFusion. Some respondents even clearly consider on one hand, CareFusion, ICU (with  its  Spiros  system),  BBraun  and
   Codan, as competing against each other, and on the other hand, Becton Dickinson, Teva and the recent entrant Equashield as each  other's  best
   alternatives.[51]

2 Hungary, Poland, Spain

107) In Hungary, Poland and Spain, the combined market shares are between [20-30]%, with increments of [0-5]%. In each of  these  countries,  the
   Parties face other international competitors such as Teva, BBraun and / or ICU.

108) In Hungary, CareFusion has a limited increment (between […]EUR over the last 3 years). The market size being  small  ([<500]  kEUR),  it  is
   unlikely to sustain a high number of competitors. In any event, other competitors such as Teva and BBraun are present in this market (with [70-
   80]% and [5-10]% market shares, according to the Parties).

109) In Spain, ICU (via its distributor Hospira) and BBraun are present (respectively with [40-50]% market share and [10-20]%, according  to  the
   Parties).

110) In Poland, ICU, BBraun and Teva are present (respectively with [40-50]% market share, [20-30]% and [10-20]% according to the Parties).

111) The Transaction therefore does not give rise to competition concerns in Hungary, Poland, and Spain as regards closed systems  for  preparing
   and administering drugs.

3 Sweden

112) On the Swedish market, the combined market shares of the Parties reach [70-80]% with an increment of [10-20]% from CareFusion.

113) According to the Parties, Becton Dickinson's high market penetration can be explained by the fact that Sweden differs from the other  Member
   States as regards the level of protection imposed by the users of these systems. The Parties consider that this is due to the fact that nurses
   in wards usually also use fully closed systems even for the preparation of non-hazardous drugs. One competitor confirmed this  specificity  of
   Sweden, although another considers that this concerns more broadly Nordic countries.[52]

114) Swedish hospitals do not necessarily consider CareFusion's device as suitable for the preparation and  administration  of  hazardous  drugs.
   Conversely, a majority of them mentioned Becton Dickinson and Teva as competing closely against each other in  this  area.  One  customer  for
   example explains that Becton Dickinson is the market leader with "a very complete product", and mentions EquaShield and Teva  as  its  closest
   competitors. Likewise, a competitor indicates that Becton Dickinson has a "leading position", "followed by Teva (with its Tevadaptor which has
   proven being a fully closed system)"..[53]

115) The analysis of the Parties' tender data in Sweden shows that Becton Dickinson and Teva appears to be the strongest market players, as  they
   won a significantly larger number of tenders than the other players. CareFusion, BBraun and/or ICU (distributed by Mediplast) were  the  other
   usual participants. When no distinction was drawn between systems for cytotoxic drugs and systems for antibiotics, there were usually slightly
   more participants in the tender. When hospitals made a distinction between systems for cytotoxic vs antibiotics drugs in  their  tenders,  the
   contract related to systems for cytotoxic drugs was mostly attributed to Becton Dickinson or Teva.[54]

116) In addition, according to the Parties and market participants, Equashield entered the Swedish market in 2015, with  Codan  distributing  its
   system. Equashield being a fully closed system, it is likely to be a closer alternative to Becton Dickinson than CareFusion currently  is  and
   therefore exert competitive pressure on Becton Dickinson. According to one Swedish hospital, "Equashield's [closed system] could then possibly
   become a competitor to BD or Teva".[55]

117) The Transaction therefore does not give rise to competition concerns in Sweden as regards closed systems.

3 Antimicrobial scrubs

1 Product market definition

118) Antimicrobial scrubs are single-use, disposable brushes typically used for pre-surgical sterilization and cleaning of the  hands  and  lower
   arms of medical personnel. These brushes are sold either dry or impregnated with an antimicrobial solution, such  as  chlorhexidine  gluconate
   (CHG), chloroxylenol (PCMX), or povidone iodine (PVP-I). Thus, if a customer purchases dry brushes, a  bulk  antimicrobial  solution  will  be
   required as well.

119) The Notifying Party submits that the market should be defined as antimicrobial scrubs, comprising both dry and impregnated brushes, as  from
   the customer point of view they are fully substitutable.

120) From the supply side, the Notifying Party argues that competitors offer either both types of scrubs or only dry  scrubs.  In  addition,  the
   Notifying Party submits that while it would be easy for a manufacturer of impregnated scrubs to produce dry scrubs, impregnated  antimicrobial
   scrubs are more difficult to produce in terms of manufacturing (handling of antiseptic) and regulatory framework.  The  applicable  regulation
   depends on the intended use of the impregnated scrub and could either be classified as a biocide product, falling  within  the  ambit  of  the
   biocide directive, or as a drug.[56] In both  cases,  this  would  trigger  a  regulatory-heavy  registration  process.  Finally,  impregnated
   antimicrobial scrubs also have to undergo more quality testing (concentration, stability, shelf life) than dry antimicrobial scrubs.

121) Although the Commission has not previously analysed the market for antimicrobial scrubs as  such,  in  past  decisions  concerning  surgical
   products it has divided the market into a number of sub-markets for each different end-use like drapes, gowns, caps, masks, swabs,  and  scrub
   suits.[57] In addition, the Commission has previously analysed the market for antiseptics used  for  skin  cleansers  and  concluded  that  it
   represents a distinct market from other surgical products.[58]

122) In the present case, the product market definition for antimicrobial scrubs can be left open, as the proposed concentration does  not  raise
   serious doubts as to its compatibility with the internal market with respect to any plausible market definition.

2 Geographic market definition

123) The Notifying Party submits that there is significant evidence suggesting that the relevant geographic market for  antimicrobial  scrubs  is
   EEA-wide such as low regulatory barriers (single marketing requirement being to obtain the CE mark) or low transport costs.

124) In previous cases dealing with antiseptic solutions and disinfectants, the Commission has considered the markets to be  national.[59]  In  a
   previous case[60] dealing with sterile single use medical devices, the Commission has indicated that it may be either EEA-wide or national.

125) In the present case, the geographic market definition for antimicrobial scrubs can be left open, as  the  proposed  concentration  does  not
   raise serious doubts as to its compatibility with the internal market, irrespective of whether the market is defined as national or EEA-wide.

3 Competitive assessment

126) Both Parties are active in the market for antimicrobial scrubs. Should the market be further divided into dry and impregnated  antimicrobial
   scrubs, the Parties would overlap only on the dry antimicrobial scrubs segment, as none of them are producing impregnated scrubs.[61]

127) At EEA level, neither the overall market for all antimicrobial scrubs, nor the  dry  brushes  segment  would  be  an  affected  market.  The
   combined market shares of the Parties reach [10-20]% on the wider market for all antimicrobials and [10-20]% on the dry segment.

128) On a narrow national level, the Transaction would result in only one affected market for antimicrobial scrubs in  France,  with  a  combined
   market share of [40-50]% (and a [5-10]% increment brought by Becton Dickinson). On the dry brushes segment, there are three affected  markets:
   France (combined market share of [60-70]%, increment of [5-10]%), Spain (combined market share of  [20-30]%,  increment  of  [5-10]%)  and  UK
   (combined market share of [20-30]%, increment of [10-20]%).

129) The Notifying Party submits that these market share figures  vastly  overstate  its  current  market  position  in  all  these  markets,  as
   CareFusion used a third party distributor, [details on distribution strategy]. In addition, the Parties' sales were  already  declining  since
   2012, in particular in France.

130) CareFusion internally projects that its revenues for antimicrobial scrub brushes in France for 2015 are likely to give it a market share  of
   less than [5-10]% and below [10-20]% in the dry brushes segment. In addition, there are also other competitors present in France  like  Asept,
   Apotechnia, Medline, which offer the same products in the market.  Equally, CareFusion expects to make no  sales  in  Spain  in  2015  and  to
   achieve minimum sales in UK (of only EUR [0-50 000]), reducing its share in the dry brushes segment from [10-20]% in 2014 to  only  [0-5]%  in
   2015.

131) Therefore, in view of the present situation and the declining market shares of CareFusion up to a level  of  non-affected  markets  and  the
   existence of other competitors, it follows that no serious doubts are likely to arise for either  antimicrobial  scrubs  or  the  dry  brushes
   segment to the compatibility of the proposed Transaction with the internal market, no matter the geographic market definition.

4 Biopsy needles

1 Product market definition

132) A biopsy is a procedure involving removal of tissue in order to examine it for disease. This can be performed with  two  types  of  needles:
   (i) fine needle aspiration ("FNA") and (ii) core needle biopsy needles ("CNB").

133) The Notifying Party submits that the relevant product market should comprise the two types of biopsy needles.  The  Notifying  Party  argues
   that further segmentation into "soft tissue needles" and "bone marrow biopsy needles" would be relevant from the demand side, since physicians
   use different needles in different types of biopsies (depending on the tissue type). However, the Notifying Party  considers  that  a  further
   distinction based on automatisation (into manual, semi-manual or automatic) or reusability (single use and multiple use needles) would not  be
   appropriate as all these types are fully interchangeable from a functional point of view. Equally, on the supply  side,  the  Notifying  Party
   argues that from a manufacturing and know-how standpoint, there is no real barrier to switching from manufacturing  one  needle  type  to  the
   other.

134) The Commission has never analysed the market for biopsy needles. However in a previous decision concerning blood micro sampling devices  the
   Commission confirmed that sterile single use medical  devices  could  constitute  one  product  group  or  could  be  split  in  a  number  of
   submarkets.[62]

135) In the present case, the product market definition for biopsy needles can be left  open,  as  the  proposed  concentration  does  not  raise
   serious doubts as to its compatibility with the internal market with respect to any plausible market definition.

2 Geographic market definition

136) The Notifying Party submits that there is significant evidence suggesting that the relevant geographic market for  biopsy  needles  is  EEA-
   wide. For example, European markets for medical devices such as biopsy needles are characterised by low regulatory barriers (CE mark)  or  low
   transport costs.

137) In a previous case[63] dealing with sterile single use medical devices, the Commission has indicated that  it  may  be  either  EEA-wide  or
   national. In another case[64], the Commission asserted that the guiding catheters and Endoscopic Vessel Harvesting Systems should be  analysed
   at a national level.

138) In the present case, the geographic market definition for biopsy needles can be left open, as the  proposed  concentration  does  not  raise
   serious doubts as to its compatibility with the internal market no matter if the market would be defined as national or EEA-wide level.

3 Competitive assessment

139) The Parties' activities overlap on the overall market for all biopsy needles and, if further segmented, only in  the  soft  tissue  segment.
   Both are active in the provision of biopsy needles in Austria, Belgium, Czech  Republic,  France,  Germany,  Ireland,  Italy,  Poland,  Spain,
   Sweden, United Kingdom, and Norway.

140) Regardless of the market segmentation, the Transaction results in only two affected markets: Ireland (combined market share of  [20-30]%  in
   the overall biopsy needles market and [20-30]% in soft tissue segment) and the UK ([30-40]% and [30-40]%  respectively).  The  increments  are
   minimal (in Ireland [0-5]% in the overall biopsy needles market and [0-5]% in soft tissue segment and less than [0-5]% in both markets in  the
   UK).  At EEA-wide level, the Parties' combined market share in all biopsy needles is of [5-10]% and in the soft tissue biopsy needles  of  [5-
   10]%.

141) The Notifying Party argues that Becton Dickinson and CareFusion are not close competitors, as Becton Dickinson only sells  needles  for  FNA
   biopsy, which is a somehow outdated and declining procedure. CareFusion on the contrary sells mainly CNB biopsy needles, which is seen as  the
   dominant soft tissue biopsy method today. There are also a number of important competitors in biopsy needles on both markets.

142) The Parties submit that UK market is a mature, competitive market  with  several  major  players.  The  main  customer  is  the  NHS,  which
   represents over [90-100]% of the market. As described above, the NHS requires that competitive tenders with qualifying criteria  be  organized
   for the purchase of biopsy needles. The vast majority of these tenders appear in the Official Journal of the EU. The  UK  is  therefore  under
   significant pressure to make cost savings within the NHS and it renders the landscape very competitive.

143) In addition, a number of significant competitors including Argon, Bard, and Cook in the UK and  Somatex,  Bard  and  Cook  in  Ireland  will
   continue to exert competitive pressure on the merged entity

144) Therefore, in view of the low or moderate market shares and the small increments, and the fact that the merged entity will continue to  face
   competitive constraints from other players in this market, it follows that no serious doubts are likely to arise for biopsy needles as to  the
   compatibility of the proposed Transaction with the internal market.

2 Vertical effects

145)  The Transaction gives rise to one vertical link between the sales of syringes by Becton Dickinson (upstream  market)  to  CareFusion  which
   resells them with its syringe based pumps or use them for testing with its syringe based pumps (downstream market).

1 Upstream market: syringes

1 Product market definition

146) Syringes are devices used to inject/infuse or withdraw fluids or gas. Syringes are typically constructed of glass or plastic and consist  of
   a barrel with measurement lines and a plunger. Syringes are most commonly used for the administration of medications or  for  blood  sampling.
   They come in various sizes and for various applications, but all syringes share the same general  construction  and  are  therefore  typically
   considered by users as part of the same product category.

147) The Parties estimate that between [10-20]% of the total volume of syringes are currently acquired with the potential intention  to  be  used
   with syringe pumps. Syringes are not dedicated to pumps and can be used either with pumps or as a standalone product. The same type of syringe
   is used manually as standalone device and for a lesser extent with pumps  that  have  been  set  up  to  work  with  syringes  from  different
   manufacturers. Therefore, according to the Parties, there is no basis for defining a sub-segment for syringes to be used  in  pumps,  and  the
   relevant market is the supply of syringes on an original equipment manufacturer (OEM) basis.

148) The Commission has not considered the market for syringes in previous decisions.

149) In the present case, the product market definition for syringes on an OEM basis can be left open, as the  proposed  concentration  does  not
   raise serious doubts as to its compatibility with the internal market with respect to any plausible market definition.

2 Geographic market definition

150) The Parties submit that the market for supply of syringes between major  OEMs  is  at  least  EEA-wide,  if  not  worldwide:  contracts  are
   concluded for global purchases. According to the Parties, the competitors on this market are global companies and  products  are  manufactured
   across the globe and delivered to any worldwide location regardless of the final destination for these products.

151) In the present case, the geographic market definition for syringes can be left open, as the proposed concentration does  not  raise  serious
   doubts as to its compatibility with the internal market with respect to any plausible market definition

2 Downstream market: syringe based-pumps

152) Syringe pumps are used to gradually administer small amounts of fluid (with or without medication) to a patient or for use in  chemical  and
   biomedical research. Syringe pumps are useful for delivering IV medications over several minutes, as they save staff time and  reduce  errors.
   Syringe pumps use a regular syringe as a reservoir. Syringes and extension sets used with the  syringe  pumps  are  generally  “non-dedicated”
   (i.e. any company can offer them).

153) Syringe pump producers source syringes for two purposes: (i) testing the syringe in order to ensure that  the  pump  is  compatible  with  a
   syringe of a given producer and (ii) reselling the syringes together with the  pump.   However,  in  the  present  case,  the  product  market
   definition for syringe pumps can be left open, as the proposed concentration does not raise serious doubts as to its  compatibility  with  the
   internal market with respect to any plausible market definition.

154) The Parties submit that the market for syringe pumps on an OEM basis is EEA wide, since the syringe pump producers are  global  players  and
   the OEM agreements are also usually concluded on a global scale.

155) In any event, the geographic market definition for syringe based pumps can be left open,  as  the  proposed  concentration  does  not  raise
   serious doubts as to its compatibility with the internal market under any geographical market definition.

3 Competitive assessment

156) Becton Dickinson sells conventional syringes to CareFusion under an OEM agreement. CareFusion then uses these  syringes  for  two  purposes.
   One is for testing  in order to ensure that the Alaris pumps are compatible with the syringes manufactured by Becton Dickinson.[65] Sometimes,
   these are offered for free. The second purpose is for  selling syringes after sterilisation with its Alaris range of syringe pumps. They  sell
   the pumps together with a syringe as a kit mainly in Spain, due to  market  practice  in  Spain,  according  to  the  Parties.[66]  CareFusion
   purchases about [10-20]% of the syringes it sells in Spain from Becton Dickinson and the remaining [80-90]% from [supplier].

157) According to the Parties, Becton Dickinson's market share in the syringe market is [40-50]% EEA-wide. The value of Becton Dickinson's  sales
   to CareFusion in the EEA was only EUR [<200 000], representing [0-5]% of total Becton Dickinson's sales of syringes.[67] CareFusion's share of
   syringe pumps in the EEA is approximately [20-30]%.

158) The Commission investigated whether CareFusion could start procuring all of its syringes from Becton Dickinson and whether this  would  deny
   access to the market to Becton Dickinson's competitors.

159) Even if CareFusion was to source all of its requirements exclusively from Becton Dickinson, the other supplier  of  CareFusion,  [supplier],
   could find other customers of syringe pumps producers, as the CareFusion's market share on the syringe pumps in the EEA is moderate (only [20-
   30]%). B Braun is leading the market with around [30-40]% market share, followed by Fresenius Kabi (approximately  [20-30]%),  Smiths  Medical
   (approximately [10-20]%), McKinley Medical and KD Scientific. Therefore there are other strong alternative producers of syringe pumps.

160) With the view of a moderate market share of CareFusion in the syringe pumps market and the presence of  strong  competitors  active  in  the
   downstream market, the Transaction will not give the merged entity the ability and incentive to enter into a customers' foreclosure strategy.

161) Secondly, Becton Dickinson could stop supplying syringes to competitors in the syringe pumps  market  and  thus  cut  off  their  access  to
   syringes for resale with their pumps an input (input foreclosure).

162) The Parties consider that the combined entity will not have the ability to foreclose rivals in the supply of syringes,  since  syringes  are
   mature technologies, very commoditized and there are other strong alternative suppliers of syringes. Those  include  B.Braun,  Terumo,  Nipro,
   Covidien, Weigao and Hindustan Medical Devices (the last two are low cost manufacturers). In addition, CareFusion's purchases  represent  only
   EUR [<1 000 000] in the EEA, i.e. a small part of the market (as a comparison, in the EEA, Becton  Dickinson's  sales  of  syringes  to  other
   producers of syringe-based pumps represent EUR [<2 500 000] and its syringe sales to any type of customer represent EUR [80 000 000 -  90  000
   000]). The Parties note that all the main syringe pump producers are already vertically  integrated  and  also  sell  syringes  (e.g.  BBraun,
   Fresenius): they would therefore be able to compete with the merged entity.

163)  The Parties submit that the combined entity would have no incentive to engage in the input foreclosure strategy.  Firstly,  the  supply  of
   syringes to other syringe pump manufacturers is a source of additional revenue. Becton Dickinson further asserts that it is a trusted supplier
   of syringes to the medical world and if it disrupted the supply of syringes by raising prices, its  reputation  would  be  severely  affected.
   Furthermore, the sales of syringes to other producers of syringe-based pumps represent a small part ([0-5]%)  of  Becton  Dickinson's  syringe
   business in the EEA.

164) In view of the presence of other strong alternative suppliers in both syringes and syringe pumps and a modest market share  of  the  Parties
   in both segments, it follows that no serious doubts are likely to arise for with regard to the vertical  link  between  syringes  and  syringe
   based pumps as to the compatibility of the proposed Transaction with the internal market.

       CONCLUSION

165) 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)
Violeta BULC
Member of the Commission

-----------------------
[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 C55, 14.02.2015, p. 14.

[4]   The Transaction also gives rise to three other vertical links. First one is the  manufacturing  of  different  components  (connectors  and
secondary IV set) for closed systems. Becton Dickinson is currently buying these components only from CareFusion, and  CareFusion  has  no  other
customer for such products. The second link refers to the supply of non-dedicated IV components (by  CareFusion)  under  OEM  agreement  for  re-
selling. These products are (i) luer-lock adapters with caps, (ii) Tutodrop IV flow  controllers  and  (iii)  female  luer-lock  adapters,  which
Becton Dickinson currently buys only from CareFusion. In view of this and the low market shares of CareFusion on  these  potential  markets,  the
Commission will not further analyse these two vertical links. Finally, BD is  selling  peripheral  intravenous  catheters,  which  CareFusion  is
buying in the EEA from other suppliers for the sale in UK, France and Spain. Taking into account the minor sales made by BD in the  EEA  of  only
EUR [<200 000] and also the sales of these products by CareFusion of EUR [100 000-300 000] and that each of the Parties'  market  shares  in  the
respective markets are relatively low, this link will also not be further analysed.

[5]   Some infusion pump producers manufacture devices which can be referred to as ‘open systems’ that can operate with or without a  ‘dedicated’
      IV set. The generic term "open systems" refers to pumps that can accept compatible IV sets produced by competing manufacturers such as, for
      example, B.Braun or Codan. However, these open-systems used in combination with compatible IV sets do not  offer  the  same  guarantees  in
      terms of infusion accuracy and safety than dedicated IV sets used with pumps. Such systems are  not  as  sophisticated  or  as  precise  as
      infusion pumps with dedicated IV sets.

[6]   Case M. 6851 – Baxter International / Gambro.

[7]   Case C-0523/13 CareFusion/Grupo Sendal.

[8]   Replies to questionnaire to  customers  "Q1-  Questionnaire  IV  products",  question  4  and  to  questionnaire  "Q3  –  Questionnaire  to
competitors", question 31.

[9]   Replies to questionnaire to customers "Q1- Questionnaire IV products", question 5.

[10]  Replies to questionnaire to customers "Q1- Questionnaire IV products", question 8.

[11]  Replies to questionnaire "Q3 – Questionnaire to competitors", question 37.

[12]  Replies to questionnaire to customers "Q1- Questionnaire IV products", question 7.

[13]  Replies to questionnaire to customers "Q1- Questionnaire IV products", question 8; Minutes of the conference call with  a  customer  on  22
      January 2015; Minutes of the conference call with a customer from 19 January 2015.

[14]  Replies to questionnaire "Q3 – Questionnaire to competitors", question 37.

[15]  Replies to questionnaire to customers "Q1 - Questionnaire IV products", question 10.

[16]  Replies to questionnaire "Q3 - Questionnaire to competitors", question 34.

[17]  Replies to questionnaire to customers "Q1 - Questionnaire IV products", question 9.

[18]  Minutes of the conference call with a customer on 19 January 2015.

[19]  Replies to questionnaire to customers "Q1 - Questionnaire IV products", question 11.

[20]  Replies to questionnaire "Q3 – Questionnaire to competitors", question 39.

[21]  To estimate market sizes for IV sets and accessories, BD used European IV Therapy and Enteral Nutrition Devices Market (Publisher: Frost  &
Sullivan – Published: September 2009, submitted as Confidential Annex 101) and IMS Data for Germany (GPI Dataview® medical devices  -  Publisher:
IMS Data – Published: November 2014) and derived country market sizes based on population.

[22]  Replies to questionnaire to customers "Q1- Questionnaire IV products", question 17, and minutes of the conference call with a  customer  on
19 January 2015.

[23]  Minutes of the conference call with a customer on 22 January 2015, minutes of the conference call with a customer of 19 January 2015.

[24]  Replies to questionnaire to customers "Q1- Questionnaire IV products", question 13.

[25]  Replies to questionnaire "Q3 – Questionnaire to competitors",question 40.

[26]  Replies to questionnaire to customers "Q1- Questionnaire IV products", question 14.

[27]  Minutes of the conference call with a customer of 19 January 2015.

[28]  Replies to questionnaire to customers "Q1- Questionnaire IV products", question 18.

[29]  Replies to questionnaire to customers "Q1- Questionnaire IV products", question 19.

[30]  Replies to questionnaire to customers "Q1- Questionnaire IV products", question 18.

[31]  In 2013 the Danish market represented [0.8-1] million EUR and [1-1.2] the Finnish one.

[32]  Replies to questionnaire to customers "Q1- Questionnaire IV products", question 14.

[33]  Replies to questionnaire  "Q3 – Questionnaire to competitors", question 44.

[34]  Replies to questionnaire to customers "Q1- Questionnaire IV products", question 20 and replies to  questionnaire  "Q3  –  Questionnaire  to
competitors", question 40.

[35]  Minutes of the conference call with a customer from 22 January 2015.

[36]  Replies to questionnaire "Q3 – Questionnaire to competitors", question 44.

[37]  Minutes of the conference call with a customer from 19 January 2015.

[38]  Replies to questionnaire to customers "Q1- Questionnaire IV products", question 18.

[39]  Replies to questionnaire  "Q3 – Questionnaire to competitors", question 44.

[40]  Replies to questionnaire to customers "Q1- Questionnaire IV products", question 18.

[41]  Replies to questionnaire to customers "Q1- Questionnaire IV products", question 18.

[42]  Replies to questionnaire "Q2 - Questionnaire to customers – closed systems drug-transfer devices", question 6.

[43]  Replies to questionnaire "Q2 - Questionnaire to  customers  –  closed  systems  drug-transfer  devices",  questions  6.2  and  13,  and  to
questionnaire "Q3 – Questionnaire to competitors", question 8.

[44]  Replies to questionnaire "Q2 - Questionnaire to customers – closed systems drug-transfer devices", question 7 and to  questionnaire  "Q3  –
Questionnaire to competitors", question 9.

[45]  Minutes of the conference call with a customer on 26 January 2015, paragraphs 7 and 8; Minutes of the conference call with a competitor  on
23 January 2015, paragraph 17.

[46]  Minutes of the conference call with a competitor on 23 January 2015, paragraph 16; Minutes of the conference call with  a  customer  on  26
January 2015, paragraph 8; Parties' reply to Request For Information #6, Annex 125 (Parties' tender data in Sweden).

[47]  Replies to questionnaire "Q2  -  Questionnaire  to  customers  –  closed  systems  drug-transfer  devices",  question  10  and  replies  to
questionnaire "Q3 – Questionnaire to competitors", question 14; Parties' reply to Request For Information #6, Annex 125 (Parties' tender data  in
Sweden).

[48]  Replies to questionnaire "Q3 – Questionnaire to competitors", question 11; Minutes of the conference call with a competitor on  23  January
2015, paragraph 18.

[49]  Replies to questionnaire "Q2 - Questionnaire to customers – closed systems drug-transfer devices", question 11.

[50]  Replies to questionnaire "Q3 – Questionnaire to competitors", questions 16 and 22.

[51]  Replies to questionnaire "Q2 - Questionnaire to customers – closed systems drug-transfer devices", questions 14, 17 and 18 and  replies  to
questionnaire "Q3 – Questionnaire to competitors", question 20 and 21; Minutes of the conference call with  a  competitor  on  23  January  2015,
paragraphs 13 and 15; Minutes of the conference call with a competitor on 26 January 2015, paragraph 8; Minutes of the  conference  call  with  a
customer on 26 January 2015, paragraph 9.

[52]  Replies to questionnaire "Q3 – Questionnaire to competitors", question 12; Minutes of the conference call with a competitor on  23  January
2015, paragraph 17.

[53]  Replies to questionnaire "Q2 - Questionnaire to customers – closed systems drug-transfer devices", questions 13, 14, 17 and 18; Minutes  of
the conference call with a customer on 26 January 2015, paragraph 3; Minutes of the conference  call  with  a  competitor  on  28  January  2015,
paragraph 8.

[54]  Replies to questionnaire "Q3 – Questionnaire to competitors", question 12;  Parties'  reply  to  Request  For  Information  #6,  Annex  125
(Parties' tender data in Sweden).

[55]  Minutes of the conference call with a customer on 26 January 2015, paragraph 9.

[56]  According to the Notifying Party, in a vast majority of cases, antiseptic liquids for scrubs  are  classified  as  biocides  under  the  EU
      directive 98/8/EC (amended by directive 2013/7/EU) and by the EU Biocide Product regulation 528/2012. The  classification  depends  on  the
      substance, and on the claims. Scrub brushes used for pre-operative skin preparation of the patient would have to be registered as drugs  in
      most EU countries.
[57]  Case M.4229 - APHL/Netcare/General Healthcare, Case M.3816 - [pic]"+.234>?ABCDEF]^_`abApax/Mölnlycke, Case M.4367 - APW  /  APSA  /  NORDIC
      CAPITAL / CAPIO, Case M.3816 - Apax/Mölnlycke.

[58]  Case M.4229 - APHL/Netcare/General Healthcare

[59]  Case M.4007 - Reckitt Benckiser/Boots Healthcare International.

[60]  Case M.4367 - APW/Apsa/Nordic Capital/Capio.

[61]  In February 2010, in consideration of the evolution of these regulations and local implementation, BD decided to discontinue  the  sale  of
      antimicrobial scrubs impregnated with CHG or PCMX in the EU and the EEA. Iodine Povidone impregnated antimicrobial scrubs were then finally
      discontinued in December 2010. Since then, BD does not sell impregnated antimicrobial scrubs in the EU and the EEA.
[62]  Case M.7058 - EQT VI / Terveystalo Healthcare, paragraph 19; Case M.4367 - APW/Apsa/Nordic Capital/Capio, para 17 and 28.

[63]  Case M.4367 - APW/Apsa/Nordic Capital/Capio.

[64]  Case M.3687 - JOHNSON&JOHNSON/GUIDANT.

[65]  Syringe pumps need a syringe in order to operate and syringe pumps producers must ensure that these  syringes  are  compatible  with  their
syringe pumps.  A lack of compatibility would jeopardise the accuracy and safety provided  by  syringe  pumps. CareFusion  makes  sure  that  the
pump’s software work together to deliver the medication optimally. The pump’s  software  must  recognise  the  specifications  of  the  different
syringes used with the pump.  Therefore, CareFusion tests various brands of syringes internally and  adapt  the  software  before  listing  other
manufacturers’ syringes as compatible with their pump.

[66]  According to the Parties, CareFusion sold syringes only marginally as standalone products. In 2014, this amounted to a one-off  sale  worth
approximately EUR [<50 000].

[67]  Becton Dickinson's sales to other producers of syringe-based pumps represented only [0-5]% of total Becton Dickinson's sales of syringes.

-----------------------
 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.

                                                                  PUBLIC VERSION

                                                                 MERGER PROCEDURE