Chile’s National Economic Prosecutor’s Office (Fiscalía Nacional Económica, FNE) has conditionally approved Laboratorios Saval S.A.’s proposed acquisition of decisive influence over Instituto Sanitas S.A. and Chemopharma S.A., following an in-depth Phase II investigation. The clearance is subject to structural remedies requiring the divestment of assets linked to three pharmaceutical products.
After conducting a detailed assessment of the wholesale pharmaceutical markets in which the parties operate, the FNE concluded that, absent remedies, the transaction would likely result in a substantial lessening of competition in relation to three specific medicines.
The affected products include: (i) 150 mg Anfebutamone tablets marketed under the brands Buxon and Bupredol—whose active ingredient is among the five best-selling antidepressants in Chilean pharmacies; and (ii) cold and flu treatments containing Paracetamol/Pseudoephedrine/Chlorphenamine in syrup form and Pseudoephedrine/Chlorphenamine in drops, marketed under the brands Duoval, Nastul and Trioval. Trioval is currently the leading cold remedy brand in Chile’s retail pharmacy channel.
The FNE’s investigation involved extensive information gathering from industry participants, including pharmacies, laboratories, physicians and public authorities, as well as qualitative and quantitative economic analyses. The authority identified both unilateral and coordinated horizontal risks across multiple commercialization channels: retail pharmacies, private institutional buyers such as clinics and medical centers, and public institutional purchasers including hospitals and municipalities.
According to the FNE, the merger—if approved without conditions—could have led to higher prices, reduced product quality or diminished variety in the affected markets, while also increasing the likelihood of coordination among competitors.
To address these concerns, Saval and Sanitas/Chemopharma offered a structural remedy consisting of the divestiture of two asset packages associated with the brands Nastul and Bupredol. The divestments include the corresponding sanitary registrations and other relevant assets necessary to ensure the viability of the transferred businesses. The purchaser must be approved by the FNE.
With respect to the parties’ remaining product portfolios, the authority found that most medicines did not overlap. In the limited cases where overlaps were identified, the FNE determined that the transaction would not substantially lessen competition, taking into account market shares, the number of competitors and the degree of competitive closeness between the parties.
Following its conditional approval, the FNE announced that it will open a monitoring process to oversee compliance with the commitments undertaken by the merging parties.
The public versions of the investigation report and the approval decision will be made available on the FNE’s website once finalized.
Saval and Sanitas/Chemopharma are Chilean pharmaceutical laboratories engaged in the production, importation and wholesale distribution of medicines.