At A Glance Pharmaceutical Merger Review In Portugal

• Published date: 16 July 2021
• Subject Matter: Corporate/Commercial Law, M&A/Private Equity
• Law Firm: Caiado Guerreiro
• Author: Joana Gomes dos Santos

THRESHOLDS AND TRIGGERS

What are the relevant thresholds for the review of mergers in the pharmaceutical sector?

There is no specific threshold for review of mergers in the pharmaceutical sector, and the general thresholds are applicable (ie, when one of the following conditions are met):

• as a consequence of the concentration, a market share equal to or greater than 50 per cent of the domestic market in a specific product or service, or in a substantial part of it, is acquired created or reinforced;
• as a consequence of the concentration, a market share equal to or greater than 30 per cent but smaller than 50 per cent of the domestic market in a specific product or service, or in a substantial part of it, is acquired, created or reinforced in the case where the individual turnover in Portugal in the previous financial year, by at least two of the undertakings involved in the concentration, is greater than '5 million, net of taxes directly related to such a turnover; and
• the undertakings that are involved in the concentration have reached an aggregate turnover in Portugal in the previous financial year that is greater than '100 million, net of taxes directly related to such a turnover, as long as the turnover in Portugal of at least two of these undertakings is above '5 million.

Is the acquisition of one or more patents or licences subject to merger notification? If so, when would that be the case?

The following thresholds apply:

• as a consequence of the acquisition, a market share equal to or greater than 50 per cent of the domestic market in a specific product or service, or in a substantial part of it, is acquired created or reinforced;
• as a consequence of the acquisition, a market share equal to or greater than 30 per cent but smaller than 50 per cent of the domestic market in a specific product or service, or in a substantial part of it, is acquired, created or reinforced in the case where the individual turnover in Portugal in the previous financial year, by at least two of the undertakings involved in the concentration, is greater than '5 million, net of taxes directly related to such a turnover; and
• the undertakings that are involved in the acquisition have reached an aggregate turnover in Portugal in the previous financial year that is greater than '100 million, net of taxes directly related to such a turnover, as long as the turnover in Portugal of at least two of these undertakings is above '5 million.

MARKET DEFINITION

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