This matter refers to a relevant local transaction that took place in the pharmaceutical industry.
The transaction took place in accordance with a Memorandum of Understanding dated December 17th, 2019, in which leading pharmaceutical company Roemmers S.A. sets forth its intent –subject to certain conditions– to acquire 100% of Daniel Isaac Haymann Gold shareholding in Laboratorios Haymann S.A. (“Haymann”). The main purpose behind the acquisition of the Haymann, was Roemmers’ intent to broaden the list of products that are complementary to those already produced or commercialized by Roemmers, and aligned with Roemmers previous acquisitions of other local pharmaceutical companies in the last years.
The concentration took place through a change in regarding Haymann, through the acquisition of 100% of its shares by Roemmers. As a consequence, Roemmers currently owns 100% of Haymann’s shares.
As per the previously applicable Uruguayan antitrust regulations, the operation had to be notified to the Antitrust Authority due to the established turnover thresholds: concentrations had to be notified if the annual gross turnover in Uruguayan territory of all the participants in the operation, in any of the last three tax years, was equal or exceeded UI (Indexed Units) 750.000.000.
In accordance with the aforementioned, Guyer & Regules advised Roemmers through the assessment of the operation under premerger control regulations, submission of the notification of the operation, and direct participation in all stages of the administrative proceedings before the Antitrust Authority.
In spite of the fact that the administrative proceedings had taken less than three months to be completed, it was acomplex matter, as approximately 700different pharmaceutical products were involved.
On April 2020, the Antitrust Authority issued its decision stating that the operation was duly and timely notified.