Baxalta Incorporated
Case brief
What is this about?
The Competition Commission imposed a penalty on Baxalta for executing a global combination before filing the requisite notice under Section 6 of the Competition Act, 2002, thereby violating the mandatory suspension regime and the notice timeline.
What did the court decide?
imposed a penalty of INR 1,00,00,000/- on the Acquirer for failure to give notice under Section 6(2) of the Act.
What the court decided
A compact analysis
This page shows the compact analysis of this judgement. The full analysis — procedural history, issue-by-issue holdings with ratio and obiter, advocates, and paragraph-level evidence for every claim — is being added to the record in batches and will appear here when this judgement has been through it.
Fair Competition For Greater Good
COMPETITION COMMISSION OF INDIA
(Combination Registration No. C-2015/07/297)
08.03.2016
Order under Section 43A of the Competition Act, 2002 (“Act”) against Baxalta Incorporated (“Baxalta” or the “Acquirer”) in relation to combination registration no. C-2015/07/297
Introduction
- On 30.07.2015, the Competition Commission of India (“ Commission ”) received a notice given by Baxalta (“ Notice ”) in relation to the acquisition of the bioscience business and related assets (“ Target Business ”) of Baxter International Inc. (“ Baxter ”). The Notice was filed pursuant to the execution of a Global Separation and Distribution Agreement (“ GSDA ”) between Baxter and Baxalta on 30.06.2015. Hereinafter, Baxter and Baxalta are collectively referred to as the “ Parties ”.
- It was submitted in the notice that Baxalta operates in India through two subsidiaries, namely, Baxter India Private Limited (“ BIPL ”) and Gambro India Private Limited (“ GIPL ”). Further, Baxter’s Indian bioscience business and related assets will be transferred to a newly created wholly owned subsidiary of Baxter, viz. Baxalta BioScience (India) Private Limited (“ Baxalta India ”). Thereafter, the ownership and control of Baxalta India will be transferred to Baxalta (hereinafter, the implementation of the India leg of the combination is referred to as the “ India Separation ”)
Issues for consideration
3 issues framed by the court
Whether the filing trigger for a combination requiring local implementation is the global separation agreement or the local agreement in cases of global spin-offs.
Whether failure to suspend a combination pending Commission approval renders the transaction notifiable even if no market impact in India was immediately felt.
Whether bona fide mailing of pre-filing consultation negates the statutory duty to determine notifiability earlier and refrain from implementation.
Parties & counsel
- appellant
Baxalta Incorporated
- respondent
Competition Commission of India
Coram
Competition Commission of India
Case details
As recorded by the court registry
All orders in this case
2 orders share this CNR
- Order 1
- Order 2 — this page
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