Calling in a deal for regulatory review is an option open to the CCPC where it thinks there may be competition issues even if a transaction falls below the threshold where regulatory approval is required – such as each party of a deal having Irish turnover of €10m or more.
Uniphar announced its acquisition of TouchStore in January. The deal fell below the threshold that required mandatory notification, the CCPC said.
However, the CCPC said it wants to review whether Uniphar owning TouchStore’s software would raise competition concerns in the wholesale pharmaceutical supply, pharmacy software and/or retail pharmacy sectors in Ireland.
Stock market-listed Uniphar, headed by CEO Ger Rabbette, is one of two so-called ‘full line’ pharmaceutical wholesalers in Ireland with retail operations including the Allcare Pharmacy, Hickey’s Pharmacy and McCauley Health and Beauty chains.
TouchStore is a Limerick-based company that provides dispensing and retail management software to pharmacies across Ireland.
Following an initial assesment, the CCPC determined that the deal does require notification by April 17 and will have to be assessed under the formal ratification process.
Uniphar said it will cooperated with that process, which it expects to pass. In the meantime, TouchStore currently operates as a separate legal entity with its existing management and appropriate data-segregation safeguards.
Uniphar said it had been engaging with the CCPC over recent months and will continue to do so throughout the notification process.
“Uniphar is confident that the absence of any market overlap between Uniphar’s and TouchStore’s existing offerings, coupled with measures which the businesses have already implemented in the interests of their existing customers, means the transaction is pro-competitive and will realise significant benefits for Irish community pharmacies,” the company said.
Currently, around 70pc of merger deals are assesed by the CCPC using a “simplified” approval process and 30pc follow the “normal” slower process. A small percentage can also be subject to a more in-depth Phase 2 investigation, which can take a year or more in some cases.
In those Phase 2 assessments, the approval process can involve reviews of thousands of documents and may even entail access to the email inboxes of the entire staff of buyer and seller.
Even the simplified process is costly – including a filing fee of €8,000 usually borne by the buyer, as well as legal costs.
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