Europe Joins U.S. in Ordering the Unwinding of Illumina-GRAIL Merger

FTC cited the EC’s earlier decision against the merger in ordering its undoing in the U.S.

The European Commission today directed Illumina to unwind its $8 billion acquisition of GRAIL. The companies made the mistake of closing the deal in August 2021 while the EC was investigating its effects on competition. In September 2022 the EC prohibited the merger, finding that the new company would stunt innovation and reduce choice for blood-based early cancer detection tests. Closing the merger before the EC made its decision earned the companies fines in July 2023.

Illumina’s dissolution of GRAIL must be done in a way that restores GRAIL’s independence, viability, and competitiveness, and must take place in a timely manner. The EC also outlined the principles Illumina must follow during the transition back to separate corporations.

The EC’s decision to order the split follows a similar one from the the Federal Trade Commission on April 3, 2023. In doing so, the FTC overturned the decision reached in September 2023 by its own Administrative Law Judge D. Michael Chappell that FTC counsel had failed to prove a prima facie case against the acquisition.

In its de novo review, the FTC also determined Illumina’s proposed remedies promising access to rival test-makers were inadequate. The agency ordered Illumina to divest the GRAIL assets, consistent with the September 2022 decision of the European Commission.

For additional insights and commentary, read “In Reversal of ALJ, FTC Commissioners Order Illumina to Unwind GRAIL Deal” by Dan Mogin, Tim LaComb and Jonathan Rubin of MoginRubin.

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