Grifols‘ (MCE:GRF) $4 billion acquisition of Talecris Biotherapeutics (NASDAQ:TLCR) now has the regulatory clearance to close.
Barcelona, Spain-based Grifols said Wednesday that the U.S. Federal Trade Commission has accepted a consent agreement that outlines the conditions for merger of the blood therapeutics companies. Last month, the FTC and the companies reached a preliminary agreement that identified which assets the companies must sell in order to win the agency’s blessing. Within 10 days of the sale, Research Triangle Park, North Carolina-based Talecris must divest to Italian biopharmaceutical company Kedrion the Talecris fractionation facility in Melville, New York, as well as the Talecris hemophilia product Koate. The companies must also sell to Kedrion two Talecris plasma collection centers, one in Mobile, Alabama and the other in Winston-Salem, North Carolina.
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The FTC had been concerned that a merger of two of the top companies in the specialized blood therapeutics space would hurt competition and lead to higher drug costs for patients. The FTC raised antitrust concerns in 2009 when it blocked a proposed $3.1 billion acquisition of Talecris by CSL Ltd., the No. 2 company in the blood therapeutics space behind Baxter International (NYSE:BAX). While Kedrion also develops plasma-derived therapies, it is a much smaller player in this space. The agreement with the FTC also calls for Grifols to enter into a contract manufacturing agreement that will support certain Kedrion products to be sold in the United States.
Grifols is now clear to close the transaction without any further FTC action and the company said it expects to complete the deal today or shortly thereafter. When the deal closes, the combined Grifols-Talecris will remain the No. 3 player in the blood therapeutics space, but it will be better positioned to compete against Baxter and CSL. Talecris gives Grifols a better presence in the U.S. market, as well as a slate of established blood therapy products.