Commission Decision No. 20-M-005/2019:
In the Matter of the Proposed Acquisition by GlaxoSmithKline Consumer Healthcare Holdings Ltd. of Pfizer Inc.’s Consumer Healthcare Business

ABSTRACT

The transaction involves the proposed acquisition by GlaxoSmithKline Consumer Health Holdings Ltd. (“GSK CH”) of Pfizer Inc.’s (“Pfizer”) Consumer Healthcare business (“Pfizer CH”).

GSK CH, the acquiring entity, is an indirect subsidiary of GSK Plc., the United Kingdom-based multinational pharmaceutical company.

Pfizer CH, the acquired business, is a unit under Pfizer Inc., the US-based multinational corporation under its essential health business segment.

In the Philippines, the proposed transaction will be a pure acquisition of assets, including inventories, stock-in-transit, equipment, contracts, intellectual property, and goodwill, among others.

GSK, the acquiring ultimate parent entity, will issue to Pfizer non-controlling shares that will represent 32 % ownership interest in GSK Consumer Healthcare. Post-transaction, GSK will have 68% ownership and control over GSK CH.

GSK develops, manufactures, and markets a broad range of prescription, vaccine, and consumer healthcare products. GSK is present in the Philippines through Duncan Pharmaceuticals Philippines, Inc. and GlaxoSmithKline Philippines, Inc., both handling its prescription and vaccine products. They are also present in Duncan Consumer Healthcare Philippines, Inc., and GlaxoSmithKline Consumer Healthcare Philippines, Inc. which conduct its consumer healthcare business. SmithKline Beecham Research Limited is dedicated to both prescription and consumer healthcare activities.

Pfizer CH develops, manufactures, and markets non-prescription medicines, vitamins, and nutritional products in five areas: pain management, gastrointestinal health, respiratory, dietary supplements, and personal care. It also markets prescription products that have become over-the-counter.