The European Commission decided on Monday 3 May to fine Sigma-Aldrich €7.5 million for providing inaccurate or misleading information during the investigation into Merck’ s takeover of Sigma-Aldrich.
According to Margrethe Vestager, Executive Vice-President responsible for Competition Policy, “companies should not withhold information or provide misleading information. This is crucial for the evaluation of an operation, especially in the case of research and development projects, which are by nature secret”.
The EU Merger Regulation obliges companies that are subject to a merger investigation to provide accurate and undistorted information.
On 21 April 2015, Merck notified the Commission of its proposed acquisition of Sigma-Aldrich. On 15 June 2015, the Commission approved the proposed acquisition subject to the divestment of certain assets by Sigma-Aldrich.
The Commission was informed that an innovation project called iCap was closely related to the divested business and developed for products included in the divested business. However, this project had not been disclosed to the Commission. The Commission found that Sigma-Aldrich’s provision of inaccurate or misleading information was intended to avoid the transfer of the project in question to the purchaser of the divested business.
The statements provided to the Commission were therefore inaccurate or misleading.
In July 2017, the Commission sent Merck and Sigma-Aldrich a statement of objections in which it set out its preliminary view that both Merck and Sigma-Aldrich had breached their procedural obligations under the Merger Regulation.
In June 2020, the Commission dropped the objections against Merck and sent a supplementary statement of objections to Sigma-Aldrich. It found that Sigma-Aldrich had violated the Merger Regulation by deliberately or at least negligently providing inaccurate or misleading information about iCap.
The Commission’s decision to authorise the operation remains valid. (Original version in French by Lionel Changeur)