Stryker / Cerus merger inquiry
| Case Outcome | Mergers - phase 1 clearance |
| Decision Date | 23 February 2023 |
| Date | 23 February 2023 |
| Subject Matter | Mergers |
| Court | Competition and Markets Authority (EW) |
Anticipated Acquisition by Stryker
Corporation of Cerus Endovascular
Limited
Decision on relevant merger situation and substantial
lessening of competition
ME/7020/2022
The CMA’s decision on reference under section 33(1) of the Enterprise Act 2002 given on
17 April 2023. Full text of the decision published on 19 May 2023.
Please note that [] indicates figures or text which have been deleted or replaced in
ranges at the request of the parties or third parties for reasons of commercial
confidentiality.
SUMMARY
1. On 29 September 2022, Stryker Corporation (Stryker) agreed to acquire Cerus
Endovascular Limited (Cerus) (the Merger). Stryker and Cerus are together
referred to as the Parties. For statements referring to the future, Stryker and Cerus
are together referred to as the Merged Entity.
2. The Competition and Markets Authority (CMA) believes that it is or may be the case
that each of Stryker and Cerus is an enterprise; that these enterprises will cease to
be distinct as a result of the Merger; and that the share of supply test is met.
Accordingly, arrangements are in progress or in contemplation which, if carried into
effect, will result in the creation of a relevant merger situation.
3. Stryker and Cerus both offer medical devices that are used for the minimally
invasive treatment of intracranial aneurysms. Specifically, both supply intrasaccular
devices, which are placed within the sac of an aneurysm. Stryker’s intrasaccular
device (Trenza) and one of Cerus’ devices (Neqstent) can be classified as
adjunctive intrasaccular therapy (adjunctive IST) devices, which are used in
combination with coils, another type of treatment device. Cerus’ other intrasaccular
device (Contour) can be classified as a One & Done device, which is designed to
treat aneurysms without coils and with a single device.
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4. The Parties’ sales in the UK are predominantly made to the NHS. Any procurement
decisions made by the NHS in relation to medical devices in the neurovascular
space are subject to relevant public procurement regulations.
5. The CMA considered whether the Transaction may give rise to a substantial
lessening of competition (SLC) by reducing the number of suppliers in the market
for the supply of intrasaccular devices for the treatment of aneurysms in the UK.
6. The CMA found that the Parties compete to supply intrasaccular devices, with
competition taking place between Stryker’s Trenza and Cerus’ Contour and
Neqstent devices. However, the CMA believes that the Parties currently face and
will continue to face sufficient competitive constraint from a number of alternative
providers.
7. In particular, the CMA found that significant competitive constraint is posed by
alternative suppliers of intrasaccular devices, in particular well-resourced
competitors such as Medtronic and MicroVention. The CMA also found that
additional material competitive constraint is posed by competitors’ other
neurovascular devices, such as coils, stents, and flow diverters. These findings
were supported by evidence submitted by the Parties, including internal documents
and comments received by third parties in response to the CMA’s investigation.
8. The CMA also found that this is a relatively dynamic market and that it was likely
that the Merged Entity would continue to be constrained by a number of competitors
in the foreseeable future.
9. As a result, the CMA believes that the Merger does not give rise to a realistic
prospect of an SLC as a result of horizontal unilateral effects in relation to the supply
of intrasaccular devices for the treatment of aneurysms in the UK.
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