By Jeffrey May, J.D.
In order for Integra LifeSciences Holdings Corp. to proceed with its proposed acquisition of Codman Neurosurgery from Johnson & Johnson (J&J), the parties to the $1 billion deal have agreed to divest five neurosurgical medical device product lines, under the terms of a proposed FTC consent order. Today, the FTC announced that Integra's agreement to sell these medical device product lines to California-based Natus Medical Incorporated, which sells related neurological medical devices, will resolve competition concerns alleged in a proposed administrative complaint (In the Matter of Integra Lifesciences Holdings Corp., FTC File No. 171 0084).
Under the proposed consent order, the parties would be required to divest all rights and assets to Natus related to Integra’s intracranial pressure monitoring systems and fixed pressure valve shunt systems, as well as Codman’s cerebrospinal fluid collection systems, non-antimicrobial external ventricular drainage catheters, and dural grafts. Integra also would be required to divest a San Diego facility that manufactures a key component of its intracranial pressure monitoring systems. Further, the proposed consent order would require the parties to supply Natus with cranial access kits for a limited time until Natus is able to secure supply of that product independently.
The divestitures are intended to resolve concerns that the proposed acquisition would have substantially lessened competition in the U.S. markets for intracranial pressure monitoring systems, cerebrospinal fluid collection systems, non-antimicrobial external ventricular drainage catheters, fixed pressure valve shunt systems, and dural grafts. According to the FTC, the parties are the only significant suppliers of intracranial pressure monitoring systems in the U.S. market, and two of only three significant suppliers of cerebrospinal fluid collection systems, non-antimicrobial external ventricular drainage catheters, and fixed pressure valve shunt systems in the United States. Without the divestitures, a combined Integra/Codman would control the vast majority of the U.S. market for dural grafts.
Attorneys: Aylin M. Skroejer for FTC. E. Marcellus Williamson (Latham & Watkins LLP) for Integra LifeSciences Holdings Corp. Laura A. Wilkinson (Weil, Gotshal & Manges LLP) for Johnson & Johnson.
Companies: Integra Lifesciences Holdings Corp.; Johnson & Johnson; Natus Medical Inc.
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