[Federal Register Volume 76, Number 213 (Thursday, November 3, 2011)]
[Notices]
[Pages 68189-68191]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-28497]
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FEDERAL TRADE COMMISSION
[File No. 111 0097]
Healthcare Technology Holdings, Inc.; Analysis of Proposed
Agreement Containing Consent Orders To Aid Public Comment
AGENCY: Federal Trade Commission.
ACTION: Proposed Consent Agreement.
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SUMMARY: The consent agreement in this matter settles alleged
violations of federal law prohibiting unfair or deceptive acts or
practices or unfair methods of competition. The attached Analysis to
Aid Public Comment describes both the allegations in the draft
complaint and the terms of the consent order--embodied in the consent
agreement--that would settle these allegations.
DATES: Comments must be received on or before November 28, 2011.
ADDRESSES: Interested parties may file a comment online or on paper, by
following the instructions in the Request for Comment part of the
SUPPLEMENTARY INFORMATION section below. Write ``IMS SDI, File No. 111
0097'' on your comment, and file your comment online at https://www.ftcpublic.commentworks.com/ftc/imssdihealthconsent, by following
the instructions on the web-based form. If you prefer to file your
comment on paper, mail or deliver your comment to the following
address: Federal Trade Commission, Office of the Secretary, Room H-113
(Annex D), 600 Pennsylvania Avenue NW., Washington, DC 20580.
FOR FURTHER INFORMATION CONTACT: Gregory Luib (202) 326-3249, FTC,
Bureau of Competition, 600 Pennsylvania Avenue NW., Washington, DC
20580.
SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal
Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46(f), and Sec. 2.34 the
Commission Rules of Practice, 16 CFR 2.34, notice is hereby given that
the above-captioned consent agreement containing a consent order to
cease and desist, having been filed with and accepted, subject to final
approval, by the Commission, has been placed on the public record for a
period of thirty (30) days. The following Analysis to Aid Public
Comment describes the terms of the consent agreement, and the
allegations in the complaint. An electronic copy of the full text of
the consent agreement package can be obtained from the FTC Home Page
(for October 28, 2011), on the World Wide Web, at http://www.ftc.gov/os/actions.shtm. A paper copy can be obtained from the FTC Public
Reference Room, Room 130-H, 600 Pennsylvania Avenue NW., Washington, DC
20580, either in person or by calling (202) 326-2222.
You can file a comment online or on paper. For the Commission to
consider your comment, we must receive it on or before November 2,
2011. Write ``IMS SDI, File No. 111 0097'' on your comment. Your
comment--including your name and your state--will be placed on the
public record of this proceeding, including, to the extent practicable,
on the public Commission Web site, at http://www.ftc.gov/os/publiccomments.shtm. As a matter of discretion, the Commission tries to
remove individuals' home contact information from comments before
placing them on the Commission Web site.
Because your comment will be made public, you are solely
responsible for making sure that your comment does not include any
sensitive personal information, like anyone's Social Security number,
date of birth, driver's license number or other state identification
number or foreign country equivalent, passport number, financial
account number, or credit or debit card number. You are also solely
responsible for making sure that your comment does not include any
sensitive health information, like medical records or other
individually identifiable health information. In addition, do not
include any ``[t]rade secret or any commercial or financial information
which is obtained from any person and which is privileged or
confidential,'' as provided in Section 6(f) of the FTC Act, 15 U.S.C.
46(f), and FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2). In particular, do
not include competitively sensitive information such as costs, sales
statistics, inventories, formulas, patterns, devices, manufacturing
processes, or customer names.
If you want the Commission to give your comment confidential
treatment, you must file it in paper form, with a request for
confidential treatment, and you have to follow the procedure explained
in FTC Rule 4.9(c), 16 CFR 4.9(c).\1\ Your comment will be kept
confidential only if the FTC General Counsel, in his or her sole
discretion, grants your request in accordance with the law and the
public interest.
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\1\ In particular, the written request for confidential
treatment that accompanies the comment must include the factual and
legal basis for the request, and must identify the specific portions
of the comment to be withheld from the public record. See FTC Rule
4.9(c), 16 CFR 4.9(c).
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Postal mail addressed to the Commission is subject to delay due to
heightened security screening. As a result, we encourage you to submit
your comments online. To make sure that the Commission considers your
online comment, you must file it at https://www.ftcpublic.commentworks.com/ftc/imssdihealthconsent by following the
instructions on the web-based form. If this Notice appears at http://www.regulations.gov/#!home, you also may file a comment through that
Web site.
If you file your comment on paper, write ``IMS SDI, File No. 111
0097'' on your comment and on the envelope, and mail or deliver it to
the following address: Federal Trade Commission, Office of the
Secretary, Room H-113 (Annex D), 600 Pennsylvania Avenue NW.,
Washington, DC 20580. If possible, submit your paper comment to the
Commission by courier or overnight service.
Visit the Commission Web site at http://www.ftc.gov to read this
Notice and the news release describing it. The FTC Act and other laws
that the Commission administers permit the collection of public
comments to
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consider and use in this proceeding as appropriate. The Commission will
consider all timely and responsive public comments that it receives on
or before November 28, 2011. You can find more information, including
routine uses permitted by the Privacy Act, in the Commission's privacy
policy, at http://www.ftc.gov/ftc/privacy.htm.
Analysis of Agreement Containing Consent Order To Aid Public Comment
I. Introduction
The Federal Trade Commission (``Commission'') has accepted from
Healthcare Technology Holdings, Inc. (``Healthcare Technology''),
subject to final approval, an Agreement Containing Consent Orders
(``Consent Agreement''), which is designed to remedy the
anticompetitive effects of Healthcare Technology's proposed acquisition
of SDI Health LLC (``SDI'') from SDI Health Holdings LLC (``SDI
Holdings''). Under the terms of the proposed Consent Agreement,
Healthcare Technology would be required, among other things, to divest
SDI's promotional audits and medical audits business.
The proposed Consent Agreement has been placed on the public record
for thirty days for receipt of comments; any comments received will
also become part of the public record. After thirty days, the
Commission will again review the proposed Consent Agreement and the
comments received, and will decide whether it should withdraw from the
proposed Consent Agreement, modify it, or make it final.
Pursuant to an agreement dated January 13, 2011, Healthcare
Technology, through its wholly owned subsidiary, IMS Health
Incorporated (``IMS''), proposes to acquire all of the membership
interests in SDI (``Proposed Acquisition''). The Commission's Complaint
alleges that the Proposed Acquisition, if consummated, would violate
Section 7 of the Clayton Act, as amended, 15 U.S.C. 18, and Section 5
of the Federal Trade Commission Act, as amended, 15 U.S.C. 45, by
lessening competition in the U.S. markets for promotional audits and
medical audits. The proposed Consent Agreement will remedy the alleged
violations by replacing the competition that would otherwise be
eliminated by the acquisition.
II. The Parties
Healthcare Technology is the private holding company of IMS. IMS
produces and sells healthcare data and analytics to pharmaceutical,
biotechnology, and other customers. IMS maintains its headquarters in
Danbury, Connecticut and has operations in over 100 countries.
SDI Holdings is the private holding company of SDI, which offers
many of the same healthcare data and analytics products and services as
IMS, and is headquartered in Plymouth Meeting, Pennsylvania.
III. The Products and Structure of the Markets
Promotional audits provide estimates (based on data from physician
panels) of pharmaceutical promotional activities for individual branded
drugs in areas such as physician detailing, product sampling, and
advertising. Pharmaceutical manufacturers and other customers use
promotional audits to assess their ``share of voice,'' or their share
of spending in various promotional categories, which helps them to
determine their promotional budgets. The promotional audit market,
however, does not include products that gauge physician reactions to
promotional efforts or otherwise assess the effectiveness of
promotional activities.
Medical audits provide estimates of disease-specific diagnoses made
and therapies prescribed by physicians. The data underlying medical
audits are also collected from panels of physicians. Customers use
medical audits to assess, among other things, the size of therapeutic
areas, which products are used to treat particular diseases, and
prescribing and treatment trends.
The United States is the relevant geographic area in which to
analyze the effects of the Proposed Acquisition in both the promotional
audits and medical audits markets.
The $16 million market for promotional audits is highly
concentrated. Only IMS, SDI, and Cegedim S.A. offer promotional audits
in the United States. IMS has a 30 percent share of the market, while
SDI and Cegedim have shares of 68 percent and 2 percent, respectively.
The $9 million market for medical audits is also highly concentrated,
with IMS accounting for 53 percent and SDI accounting for the remaining
47 percent of the market.
IV. Effects of the Acquisition
The Proposed Acquisition would eliminate actual, direct, and
substantial competition between IMS and SDI in the markets for
promotional audits and medical audits. By increasing IMS's share in
each market, while at the same time eliminating its only significant
competitor, an acquisition of SDI likely would allow IMS to
unilaterally charge significantly higher prices for promotional and
medical audits. The Proposed Acquisition would also likely lead to a
decrease in quality for such audits, resulting in substantial
anticompetitive harm to consumers in the U.S. markets for promotional
and medical audits.
V. Entry
Entry into the relevant markets would not be timely, likely, or
sufficient in magnitude, character, and scope to prevent the
anticompetitive effects of the Proposed Acquisition. Entry would not
take place in a timely manner because of the significant time required
to recruit panels of physicians to provide the data underlying the
estimates included in promotional and medical audits. In addition, the
relevant markets are relatively small and mature, limiting sales
opportunities for any potential new entrant. Given the size of the
investment and the time needed to enter the relevant markets, relative
to the sizes of those markets, it is unlikely that an entrant could
obtain sufficient sales to make the investment profitable. As a result,
new entry or repositioning by other firms sufficient to ameliorate the
competitive harm from the Proposed Acquisition likely would not occur.
VI. The Consent Agreement
The proposed Consent Agreement remedies the acquisition's likely
anticompetitive effects in the markets for promotional and medical
audits. Pursuant to the Consent Agreement, Healthcare Technology will
divest all of SDI's business relating to the production or sale of
promotional and medical audits. The Consent Agreement provides that
Healthcare Technology must find a buyer for the SDI audits business
that is acceptable to the Commission (with no minimum price), no later
than three months from the date on which Healthcare Technology
consummates its acquisition of SDI.
Any acquirer of the divested assets must receive the prior approval
of the Commission. The Commission's goal in evaluating possible
purchasers of divested assets is to maintain the competitive
environment that existed prior to the acquisition. A proposed acquirer
of divested assets must not present competitive problems. There are a
number of parties interested in purchasing SDI's promotional and
medical audits business, several of which appear to have the expertise,
experience, and financial viability to successfully retain the current
level of competition in the relevant markets.
If the Commission determines that Healthcare Technology has not
provided
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an acceptable buyer for SDI's promotional and medical audits business
within the required time period, or that the manner of the divestiture
is not acceptable, the Commission may appoint a trustee to divest the
assets. The trustee would have the exclusive power and authority to
accomplish the divestiture, and would divest the business for no
minimum price.
The Consent Agreement also contains an Order to Hold Separate and
Maintain Assets, which will serve to protect the viability,
marketability, and competitiveness of the divestiture asset package
until the assets are divested to a buyer approved by the Commission.
The purpose of this analysis is to facilitate public comment on the
proposed Consent Agreement, and it is not intended to constitute an
official interpretation of the proposed Consent Agreement or to modify
its terms in any way.
By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2011-28497 Filed 11-2-11; 8:45 am]
BILLING CODE 6750-01-P