Ireland’s competition regulator has exercised for the first time powers it was given two and a half years ago to actively “call in” for review a takeover that would not otherwise cross its desk.
In January, Uniphar, the pharmacy wholesale and retail giant, acquired a software business called Touchstore.
Limerick-based Touchstore sells dispensing and retail management software to pharmacies across the State. Uniphar is, after United Drug, the biggest pharmacy wholesale business in Ireland. And, with brands like Allcare Pharmacy, Hickey’s Pharmacy and McCauley Health and Beauty, it is a significant player in the retail side of the business.
But this deal fell “significantly below the mandatory notification thresholds” that would normally put it on the Competition and Consumer Protection Commission’s (CCPC) radar, Uniphar says.
Normally, outside media mergers – all of which have to pass before it – the CCPC only examines the market impact of mergers where the combined turnover of the parties of €60 million or more and where each has revenues of €10 million or higher.
However, the Competition (Amendment) Act 2022, which came into effect in September 2023, gives the CCPC power to call in below-threshold mergers that “may, in its opinion, have an effect on competition in markets for goods or services in State”.
This is the first time it has used this power.
Quite how it discovered this transaction given that neither party was obliged to notify it remains a mystery.
“Our mergers team conducts ongoing monitoring of mergers and acquisitions in Ireland to ensure that any transactions that may raise competition concerns are properly considered,” the CCPC said. “This monitoring includes reviewing public announcements, media reports, industry and sector‑specific publications, commercial databases and public corporate filings.
“In addition to our own monitoring, we may also receive information from overseas competition authorities, as well as complaints or queries from third parties or the public.”
Industry sources say it was most likely a rival pharmacy operator.
Uniphar says it has been engaging with the CCPC over recent months and will continue to do so throughout the process which now obliges it to submit a formal notification of the deal by April 17th at which point the CCPC’s normal review process will kick in.
Meanwhile, it says, Touchstore continues to operate as a separate legal entity.
It says it is confident that the absence of any market overlap, coupled with segregation safeguards the businesses have put in place mean the transaction is “pro-competitive”.
