Healthcare Technology Holdings, Inc.; Analysis of Proposed Agreement Containing Consent Orders To Aid Public Comment, 68189-68191 [2011-28497]

Download as PDF Federal Register / Vol. 76, No. 213 / Thursday, November 3, 2011 / Notices (12 CFR 225.28) or that the Board has determined by Order to be closely related to banking and permissible for bank holding companies. Unless otherwise noted, these activities will be conducted throughout the United States. Each notice is available for inspection at the Federal Reserve Bank indicated. The notice also will be available for inspection at the offices of the Board of Governors. Interested persons may express their views in writing on the question whether the proposal complies with the standards of section 4 of the BHC Act. Unless otherwise noted, comments regarding the applications must be received at the Reserve Bank indicated or the offices of the Board of Governors not later than November 18, 2011. A. Federal Reserve Bank of Atlanta (Chapelle Davis, Assistant Vice President) 1000 Peachtree Street NE., Atlanta, Georgia 30309: 1. Clayton Bancorp, Inc., Knoxville, Tennessee; to engage in making, acquiring, brokering, or servicing loans, or other extensions of credit, pursuant to sections 225.28(b)(1) and (b)(2) of Regulation Y. Board of Governors of the Federal Reserve System, October 31, 2011. Robert deV. Frierson, Deputy Secretary of the Board. [FR Doc. 2011–28494 Filed 11–2–11; 8:45 am] BILLING CODE 6210–01–P FEDERAL TRADE COMMISSION [File No. 111 0097] Healthcare Technology Holdings, Inc.; Analysis of Proposed Agreement Containing Consent Orders To Aid Public Comment Federal Trade Commission. Proposed Consent Agreement. AGENCY: ACTION: The consent agreement in this matter settles alleged violations of federal law prohibiting unfair or deceptive acts or practices or unfair methods of competition. The attached Analysis to Aid Public Comment describes both the allegations in the draft complaint and the terms of the consent order—embodied in the consent agreement—that would settle these allegations. srobinson on DSK4SPTVN1PROD with NOTICES SUMMARY: Comments must be received on or before November 28, 2011. ADDRESSES: Interested parties may file a comment online or on paper, by following the instructions in the Request for Comment part of the SUPPLEMENTARY INFORMATION section DATES: VerDate Mar<15>2010 16:50 Nov 02, 2011 Jkt 226001 below. Write ‘‘IMS SDI, File No. 111 0097’’ on your comment, and file your comment online at https:// www.ftcpublic.commentworks.com/ftc/ imssdihealthconsent, by following the instructions on the web-based form. If you prefer to file your comment on paper, mail or deliver your comment to the following address: Federal Trade Commission, Office of the Secretary, Room H–113 (Annex D), 600 Pennsylvania Avenue NW., Washington, DC 20580. FOR FURTHER INFORMATION CONTACT: Gregory Luib (202) 326–3249, FTC, Bureau of Competition, 600 Pennsylvania Avenue NW., Washington, DC 20580. SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46(f), and § 2.34 the Commission Rules of Practice, 16 CFR 2.34, notice is hereby given that the above-captioned consent agreement containing a consent order to cease and desist, having been filed with and accepted, subject to final approval, by the Commission, has been placed on the public record for a period of thirty (30) days. The following Analysis to Aid Public Comment describes the terms of the consent agreement, and the allegations in the complaint. An electronic copy of the full text of the consent agreement package can be obtained from the FTC Home Page (for October 28, 2011), on the World Wide Web, at https:// www.ftc.gov/os/actions.shtm. A paper copy can be obtained from the FTC Public Reference Room, Room 130–H, 600 Pennsylvania Avenue NW., Washington, DC 20580, either in person or by calling (202) 326–2222. You can file a comment online or on paper. For the Commission to consider your comment, we must receive it on or before November 2, 2011. Write ‘‘IMS SDI, File No. 111 0097’’ on your comment. Your comment—including your name and your state—will be placed on the public record of this proceeding, including, to the extent practicable, on the public Commission Web site, at https://www.ftc.gov/os/ publiccomments.shtm. As a matter of discretion, the Commission tries to remove individuals’ home contact information from comments before placing them on the Commission Web site. Because your comment will be made public, you are solely responsible for making sure that your comment does not include any sensitive personal information, like anyone’s Social Security number, date of birth, driver’s license number or other state PO 00000 Frm 00064 Fmt 4703 Sfmt 4703 68189 identification number or foreign country equivalent, passport number, financial account number, or credit or debit card number. You are also solely responsible for making sure that your comment does not include any sensitive health information, like medical records or other individually identifiable health information. In addition, do not include any ‘‘[t]rade secret or any commercial or financial information which is obtained from any person and which is privileged or confidential,’’ as provided in Section 6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2). In particular, do not include competitively sensitive information such as costs, sales statistics, inventories, formulas, patterns, devices, manufacturing processes, or customer names. If you want the Commission to give your comment confidential treatment, you must file it in paper form, with a request for confidential treatment, and you have to follow the procedure explained in FTC Rule 4.9(c), 16 CFR 4.9(c).1 Your comment will be kept confidential only if the FTC General Counsel, in his or her sole discretion, grants your request in accordance with the law and the public interest. Postal mail addressed to the Commission is subject to delay due to heightened security screening. As a result, we encourage you to submit your comments online. To make sure that the Commission considers your online comment, you must file it at https:// www.ftcpublic.commentworks.com/ftc/ imssdihealthconsent by following the instructions on the web-based form. If this Notice appears at https:// www.regulations.gov/#!home, you also may file a comment through that Web site. If you file your comment on paper, write ‘‘IMS SDI, File No. 111 0097’’ on your comment and on the envelope, and mail or deliver it to the following address: Federal Trade Commission, Office of the Secretary, Room H–113 (Annex D), 600 Pennsylvania Avenue NW., Washington, DC 20580. If possible, submit your paper comment to the Commission by courier or overnight service. Visit the Commission Web site at https://www.ftc.gov to read this Notice and the news release describing it. The FTC Act and other laws that the Commission administers permit the collection of public comments to 1 In particular, the written request for confidential treatment that accompanies the comment must include the factual and legal basis for the request, and must identify the specific portions of the comment to be withheld from the public record. See FTC Rule 4.9(c), 16 CFR 4.9(c). E:\FR\FM\03NON1.SGM 03NON1 68190 Federal Register / Vol. 76, No. 213 / Thursday, November 3, 2011 / Notices consider and use in this proceeding as appropriate. The Commission will consider all timely and responsive public comments that it receives on or before November 28, 2011. You can find more information, including routine uses permitted by the Privacy Act, in the Commission’s privacy policy, at https://www.ftc.gov/ftc/privacy.htm. headquarters in Danbury, Connecticut and has operations in over 100 countries. SDI Holdings is the private holding company of SDI, which offers many of the same healthcare data and analytics products and services as IMS, and is headquartered in Plymouth Meeting, Pennsylvania. Analysis of Agreement Containing Consent Order To Aid Public Comment III. The Products and Structure of the Markets Promotional audits provide estimates (based on data from physician panels) of pharmaceutical promotional activities for individual branded drugs in areas such as physician detailing, product sampling, and advertising. Pharmaceutical manufacturers and other customers use promotional audits to assess their ‘‘share of voice,’’ or their share of spending in various promotional categories, which helps them to determine their promotional budgets. The promotional audit market, however, does not include products that gauge physician reactions to promotional efforts or otherwise assess the effectiveness of promotional activities. Medical audits provide estimates of disease-specific diagnoses made and therapies prescribed by physicians. The data underlying medical audits are also collected from panels of physicians. Customers use medical audits to assess, among other things, the size of therapeutic areas, which products are used to treat particular diseases, and prescribing and treatment trends. The United States is the relevant geographic area in which to analyze the effects of the Proposed Acquisition in both the promotional audits and medical audits markets. The $16 million market for promotional audits is highly concentrated. Only IMS, SDI, and Cegedim S.A. offer promotional audits in the United States. IMS has a 30 percent share of the market, while SDI and Cegedim have shares of 68 percent and 2 percent, respectively. The $9 million market for medical audits is also highly concentrated, with IMS accounting for 53 percent and SDI accounting for the remaining 47 percent of the market. srobinson on DSK4SPTVN1PROD with NOTICES I. Introduction The Federal Trade Commission (‘‘Commission’’) has accepted from Healthcare Technology Holdings, Inc. (‘‘Healthcare Technology’’), subject to final approval, an Agreement Containing Consent Orders (‘‘Consent Agreement’’), which is designed to remedy the anticompetitive effects of Healthcare Technology’s proposed acquisition of SDI Health LLC (‘‘SDI’’) from SDI Health Holdings LLC (‘‘SDI Holdings’’). Under the terms of the proposed Consent Agreement, Healthcare Technology would be required, among other things, to divest SDI’s promotional audits and medical audits business. The proposed Consent Agreement has been placed on the public record for thirty days for receipt of comments; any comments received will also become part of the public record. After thirty days, the Commission will again review the proposed Consent Agreement and the comments received, and will decide whether it should withdraw from the proposed Consent Agreement, modify it, or make it final. Pursuant to an agreement dated January 13, 2011, Healthcare Technology, through its wholly owned subsidiary, IMS Health Incorporated (‘‘IMS’’), proposes to acquire all of the membership interests in SDI (‘‘Proposed Acquisition’’). The Commission’s Complaint alleges that the Proposed Acquisition, if consummated, would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. 45, by lessening competition in the U.S. markets for promotional audits and medical audits. The proposed Consent Agreement will remedy the alleged violations by replacing the competition that would otherwise be eliminated by the acquisition. II. The Parties Healthcare Technology is the private holding company of IMS. IMS produces and sells healthcare data and analytics to pharmaceutical, biotechnology, and other customers. IMS maintains its VerDate Mar<15>2010 16:50 Nov 02, 2011 Jkt 226001 IV. Effects of the Acquisition The Proposed Acquisition would eliminate actual, direct, and substantial competition between IMS and SDI in the markets for promotional audits and medical audits. By increasing IMS’s share in each market, while at the same time eliminating its only significant competitor, an acquisition of SDI likely would allow IMS to unilaterally charge PO 00000 Frm 00065 Fmt 4703 Sfmt 4703 significantly higher prices for promotional and medical audits. The Proposed Acquisition would also likely lead to a decrease in quality for such audits, resulting in substantial anticompetitive harm to consumers in the U.S. markets for promotional and medical audits. V. Entry Entry into the relevant markets would not be timely, likely, or sufficient in magnitude, character, and scope to prevent the anticompetitive effects of the Proposed Acquisition. Entry would not take place in a timely manner because of the significant time required to recruit panels of physicians to provide the data underlying the estimates included in promotional and medical audits. In addition, the relevant markets are relatively small and mature, limiting sales opportunities for any potential new entrant. Given the size of the investment and the time needed to enter the relevant markets, relative to the sizes of those markets, it is unlikely that an entrant could obtain sufficient sales to make the investment profitable. As a result, new entry or repositioning by other firms sufficient to ameliorate the competitive harm from the Proposed Acquisition likely would not occur. VI. The Consent Agreement The proposed Consent Agreement remedies the acquisition’s likely anticompetitive effects in the markets for promotional and medical audits. Pursuant to the Consent Agreement, Healthcare Technology will divest all of SDI’s business relating to the production or sale of promotional and medical audits. The Consent Agreement provides that Healthcare Technology must find a buyer for the SDI audits business that is acceptable to the Commission (with no minimum price), no later than three months from the date on which Healthcare Technology consummates its acquisition of SDI. Any acquirer of the divested assets must receive the prior approval of the Commission. The Commission’s goal in evaluating possible purchasers of divested assets is to maintain the competitive environment that existed prior to the acquisition. A proposed acquirer of divested assets must not present competitive problems. There are a number of parties interested in purchasing SDI’s promotional and medical audits business, several of which appear to have the expertise, experience, and financial viability to successfully retain the current level of competition in the relevant markets. If the Commission determines that Healthcare Technology has not provided E:\FR\FM\03NON1.SGM 03NON1 68191 Federal Register / Vol. 76, No. 213 / Thursday, November 3, 2011 / Notices an acceptable buyer for SDI’s promotional and medical audits business within the required time period, or that the manner of the divestiture is not acceptable, the Commission may appoint a trustee to divest the assets. The trustee would have the exclusive power and authority to accomplish the divestiture, and would divest the business for no minimum price. The Consent Agreement also contains an Order to Hold Separate and Maintain Assets, which will serve to protect the viability, marketability, and competitiveness of the divestiture asset package until the assets are divested to a buyer approved by the Commission. The purpose of this analysis is to facilitate public comment on the proposed Consent Agreement, and it is not intended to constitute an official interpretation of the proposed Consent Agreement or to modify its terms in any way. By direction of the Commission. Donald S. Clark, Secretary. [FR Doc. 2011–28497 Filed 11–2–11; 8:45 am] BILLING CODE 6750–01–P DEPARTMENT OF HEALTH AND HUMAN SERVICES [Document Identifier: OS–0990–New; 60-day Notice] Agency Information Collection Request. 60-Day Public Comment Request Office of the Secretary, HHS. In compliance with the requirement of section 3506(c)(2)(A) of the Paperwork Reduction Act of 1995, the Office of the Secretary (OS), Department of Health and Human Services, is AGENCY: challenges and opportunities for protecting health information. The proposed information collection will permit us to better understand individuals’ attitudes toward the privacy and security aspects of the use of electronic health records and electronic health information exchange as well as inform policy and programmatic objectives. The Office of the National Coordinator for Health Information Technology (ONC) is proposing to conduct a nationwide survey which will use computerassisted telephone interviews (CATI) to interview a representative sample of the general population annually for 5 years looking at the percentage of individuals who are concerned about the privacy and security of electronic health records, who report having kept any part of their medical history from their doctor due to privacy concerns, and who are concerned that an unauthorized person would see their medical information if it is sent electronically, among other key measures. ONC will assess whether these numbers increase, remain steady or decrease from 2012 (pre-implementation) to 2016 (postimplementation) in support of the ONC Coordinated Federal Health IT Strategic Plan to engage consumers and inspire confidence and trust in health IT. The data will be analyzed using statistical methods and a draft report will be prepared. ONC will hold a web seminar prior to the publication of the final report to convey the findings to the general public. A final report will be posted on https://healthit.hhs.gov. ONC expects to interview 100 individuals for the pretest survey as part of the initial implementation year and interview 2,000 individuals for the main survey administered annually for 5 years. The estimated annualized respondent burden is 842 hours. publishing the following summary of a proposed information collection request for public comment. Interested persons are invited to send comments regarding this burden estimate or any other aspect of this collection of information, including any of the following subjects: (1) The necessity and utility of the proposed information collection for the proper performance of the agency’s functions; (2) the accuracy of the estimated burden; (3) ways to enhance the quality, utility, and clarity of the information to be collected; and (4) the use of automated collection techniques or other forms of information technology to minimize the information collection burden. To obtain copies of the supporting statement and any related forms for the proposed paperwork collections referenced above, email your request, including your address, phone number, OMB number, and OS document identifier, to Sherette.funncoleman@ hhs.gov, or call the Reports Clearance Office on (202) 690–6162. Written comments and recommendations for the proposed information collections must be directed to the OS Paperwork Clearance Officer at the above email address within 60-days. Proposed Project: Consumer Survey of Attitudes Toward the Privacy and Security Aspects of Electronic Health Records and Electronic Health Information Exchange (New)—OMB No. 0990–NEW—Office of the National Coordinator for Health Information Technology. Abstract: The widespread use of electronic health records and electronic health information exchange promises an array of potential benefits for individuals and the U.S. health care system through improved health care quality, safety, and efficiency. At the same time, this environment poses new ESTIMATED ANNUALIZED BURDEN TABLE Number of respondents Number of responses per respondent Average burden (in hours) per response Total burden hours Type of respondent Pretest Survey .................................. Main Survey ...................................... General Public .................................. General Public .................................. 100 10,000 1 1 25/60 25/60 42 4167 Total ........................................... srobinson on DSK4SPTVN1PROD with NOTICES Forms ........................................................... 10,100 1 25/60 4209 VerDate Mar<15>2010 17:59 Nov 02, 2011 Jkt 226001 PO 00000 Frm 00066 Fmt 4703 Sfmt 4703 E:\FR\FM\03NON1.SGM 03NON1

Agencies

[Federal Register Volume 76, Number 213 (Thursday, November 3, 2011)]
[Notices]
[Pages 68189-68191]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-28497]


=======================================================================
-----------------------------------------------------------------------

FEDERAL TRADE COMMISSION

[File No. 111 0097]


Healthcare Technology Holdings, Inc.; Analysis of Proposed 
Agreement Containing Consent Orders To Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

-----------------------------------------------------------------------

SUMMARY: The consent agreement in this matter settles alleged 
violations of federal law prohibiting unfair or deceptive acts or 
practices or unfair methods of competition. The attached Analysis to 
Aid Public Comment describes both the allegations in the draft 
complaint and the terms of the consent order--embodied in the consent 
agreement--that would settle these allegations.

DATES: Comments must be received on or before November 28, 2011.

ADDRESSES: Interested parties may file a comment online or on paper, by 
following the instructions in the Request for Comment part of the 
SUPPLEMENTARY INFORMATION section below. Write ``IMS SDI, File No. 111 
0097'' on your comment, and file your comment online at https://www.ftcpublic.commentworks.com/ftc/imssdihealthconsent, by following 
the instructions on the web-based form. If you prefer to file your 
comment on paper, mail or deliver your comment to the following 
address: Federal Trade Commission, Office of the Secretary, Room H-113 
(Annex D), 600 Pennsylvania Avenue NW., Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT: Gregory Luib (202) 326-3249, FTC, 
Bureau of Competition, 600 Pennsylvania Avenue NW., Washington, DC 
20580.

SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal 
Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46(f), and Sec.  2.34 the 
Commission Rules of Practice, 16 CFR 2.34, notice is hereby given that 
the above-captioned consent agreement containing a consent order to 
cease and desist, having been filed with and accepted, subject to final 
approval, by the Commission, has been placed on the public record for a 
period of thirty (30) days. The following Analysis to Aid Public 
Comment describes the terms of the consent agreement, and the 
allegations in the complaint. An electronic copy of the full text of 
the consent agreement package can be obtained from the FTC Home Page 
(for October 28, 2011), on the World Wide Web, at https://www.ftc.gov/os/actions.shtm. A paper copy can be obtained from the FTC Public 
Reference Room, Room 130-H, 600 Pennsylvania Avenue NW., Washington, DC 
20580, either in person or by calling (202) 326-2222.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before November 2, 
2011. Write ``IMS SDI, File No. 111 0097'' on your comment. Your 
comment--including your name and your state--will be placed on the 
public record of this proceeding, including, to the extent practicable, 
on the public Commission Web site, at https://www.ftc.gov/os/publiccomments.shtm. As a matter of discretion, the Commission tries to 
remove individuals' home contact information from comments before 
placing them on the Commission Web site.
    Because your comment will be made public, you are solely 
responsible for making sure that your comment does not include any 
sensitive personal information, like anyone's Social Security number, 
date of birth, driver's license number or other state identification 
number or foreign country equivalent, passport number, financial 
account number, or credit or debit card number. You are also solely 
responsible for making sure that your comment does not include any 
sensitive health information, like medical records or other 
individually identifiable health information. In addition, do not 
include any ``[t]rade secret or any commercial or financial information 
which is obtained from any person and which is privileged or 
confidential,'' as provided in Section 6(f) of the FTC Act, 15 U.S.C. 
46(f), and FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2). In particular, do 
not include competitively sensitive information such as costs, sales 
statistics, inventories, formulas, patterns, devices, manufacturing 
processes, or customer names.
    If you want the Commission to give your comment confidential 
treatment, you must file it in paper form, with a request for 
confidential treatment, and you have to follow the procedure explained 
in FTC Rule 4.9(c), 16 CFR 4.9(c).\1\ Your comment will be kept 
confidential only if the FTC General Counsel, in his or her sole 
discretion, grants your request in accordance with the law and the 
public interest.
---------------------------------------------------------------------------

    \1\ In particular, the written request for confidential 
treatment that accompanies the comment must include the factual and 
legal basis for the request, and must identify the specific portions 
of the comment to be withheld from the public record. See FTC Rule 
4.9(c), 16 CFR 4.9(c).
---------------------------------------------------------------------------

    Postal mail addressed to the Commission is subject to delay due to 
heightened security screening. As a result, we encourage you to submit 
your comments online. To make sure that the Commission considers your 
online comment, you must file it at https://www.ftcpublic.commentworks.com/ftc/imssdihealthconsent by following the 
instructions on the web-based form. If this Notice appears at https://www.regulations.gov/#!home, you also may file a comment through that 
Web site.
    If you file your comment on paper, write ``IMS SDI, File No. 111 
0097'' on your comment and on the envelope, and mail or deliver it to 
the following address: Federal Trade Commission, Office of the 
Secretary, Room H-113 (Annex D), 600 Pennsylvania Avenue NW., 
Washington, DC 20580. If possible, submit your paper comment to the 
Commission by courier or overnight service.
    Visit the Commission Web site at https://www.ftc.gov to read this 
Notice and the news release describing it. The FTC Act and other laws 
that the Commission administers permit the collection of public 
comments to

[[Page 68190]]

consider and use in this proceeding as appropriate. The Commission will 
consider all timely and responsive public comments that it receives on 
or before November 28, 2011. You can find more information, including 
routine uses permitted by the Privacy Act, in the Commission's privacy 
policy, at https://www.ftc.gov/ftc/privacy.htm.

Analysis of Agreement Containing Consent Order To Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted from 
Healthcare Technology Holdings, Inc. (``Healthcare Technology''), 
subject to final approval, an Agreement Containing Consent Orders 
(``Consent Agreement''), which is designed to remedy the 
anticompetitive effects of Healthcare Technology's proposed acquisition 
of SDI Health LLC (``SDI'') from SDI Health Holdings LLC (``SDI 
Holdings''). Under the terms of the proposed Consent Agreement, 
Healthcare Technology would be required, among other things, to divest 
SDI's promotional audits and medical audits business.
    The proposed Consent Agreement has been placed on the public record 
for thirty days for receipt of comments; any comments received will 
also become part of the public record. After thirty days, the 
Commission will again review the proposed Consent Agreement and the 
comments received, and will decide whether it should withdraw from the 
proposed Consent Agreement, modify it, or make it final.
    Pursuant to an agreement dated January 13, 2011, Healthcare 
Technology, through its wholly owned subsidiary, IMS Health 
Incorporated (``IMS''), proposes to acquire all of the membership 
interests in SDI (``Proposed Acquisition''). The Commission's Complaint 
alleges that the Proposed Acquisition, if consummated, would violate 
Section 7 of the Clayton Act, as amended, 15 U.S.C. 18, and Section 5 
of the Federal Trade Commission Act, as amended, 15 U.S.C. 45, by 
lessening competition in the U.S. markets for promotional audits and 
medical audits. The proposed Consent Agreement will remedy the alleged 
violations by replacing the competition that would otherwise be 
eliminated by the acquisition.

II. The Parties

    Healthcare Technology is the private holding company of IMS. IMS 
produces and sells healthcare data and analytics to pharmaceutical, 
biotechnology, and other customers. IMS maintains its headquarters in 
Danbury, Connecticut and has operations in over 100 countries.
    SDI Holdings is the private holding company of SDI, which offers 
many of the same healthcare data and analytics products and services as 
IMS, and is headquartered in Plymouth Meeting, Pennsylvania.

III. The Products and Structure of the Markets

    Promotional audits provide estimates (based on data from physician 
panels) of pharmaceutical promotional activities for individual branded 
drugs in areas such as physician detailing, product sampling, and 
advertising. Pharmaceutical manufacturers and other customers use 
promotional audits to assess their ``share of voice,'' or their share 
of spending in various promotional categories, which helps them to 
determine their promotional budgets. The promotional audit market, 
however, does not include products that gauge physician reactions to 
promotional efforts or otherwise assess the effectiveness of 
promotional activities.
    Medical audits provide estimates of disease-specific diagnoses made 
and therapies prescribed by physicians. The data underlying medical 
audits are also collected from panels of physicians. Customers use 
medical audits to assess, among other things, the size of therapeutic 
areas, which products are used to treat particular diseases, and 
prescribing and treatment trends.
    The United States is the relevant geographic area in which to 
analyze the effects of the Proposed Acquisition in both the promotional 
audits and medical audits markets.
    The $16 million market for promotional audits is highly 
concentrated. Only IMS, SDI, and Cegedim S.A. offer promotional audits 
in the United States. IMS has a 30 percent share of the market, while 
SDI and Cegedim have shares of 68 percent and 2 percent, respectively. 
The $9 million market for medical audits is also highly concentrated, 
with IMS accounting for 53 percent and SDI accounting for the remaining 
47 percent of the market.

IV. Effects of the Acquisition

    The Proposed Acquisition would eliminate actual, direct, and 
substantial competition between IMS and SDI in the markets for 
promotional audits and medical audits. By increasing IMS's share in 
each market, while at the same time eliminating its only significant 
competitor, an acquisition of SDI likely would allow IMS to 
unilaterally charge significantly higher prices for promotional and 
medical audits. The Proposed Acquisition would also likely lead to a 
decrease in quality for such audits, resulting in substantial 
anticompetitive harm to consumers in the U.S. markets for promotional 
and medical audits.

V. Entry

    Entry into the relevant markets would not be timely, likely, or 
sufficient in magnitude, character, and scope to prevent the 
anticompetitive effects of the Proposed Acquisition. Entry would not 
take place in a timely manner because of the significant time required 
to recruit panels of physicians to provide the data underlying the 
estimates included in promotional and medical audits. In addition, the 
relevant markets are relatively small and mature, limiting sales 
opportunities for any potential new entrant. Given the size of the 
investment and the time needed to enter the relevant markets, relative 
to the sizes of those markets, it is unlikely that an entrant could 
obtain sufficient sales to make the investment profitable. As a result, 
new entry or repositioning by other firms sufficient to ameliorate the 
competitive harm from the Proposed Acquisition likely would not occur.

VI. The Consent Agreement

    The proposed Consent Agreement remedies the acquisition's likely 
anticompetitive effects in the markets for promotional and medical 
audits. Pursuant to the Consent Agreement, Healthcare Technology will 
divest all of SDI's business relating to the production or sale of 
promotional and medical audits. The Consent Agreement provides that 
Healthcare Technology must find a buyer for the SDI audits business 
that is acceptable to the Commission (with no minimum price), no later 
than three months from the date on which Healthcare Technology 
consummates its acquisition of SDI.
    Any acquirer of the divested assets must receive the prior approval 
of the Commission. The Commission's goal in evaluating possible 
purchasers of divested assets is to maintain the competitive 
environment that existed prior to the acquisition. A proposed acquirer 
of divested assets must not present competitive problems. There are a 
number of parties interested in purchasing SDI's promotional and 
medical audits business, several of which appear to have the expertise, 
experience, and financial viability to successfully retain the current 
level of competition in the relevant markets.
    If the Commission determines that Healthcare Technology has not 
provided

[[Page 68191]]

an acceptable buyer for SDI's promotional and medical audits business 
within the required time period, or that the manner of the divestiture 
is not acceptable, the Commission may appoint a trustee to divest the 
assets. The trustee would have the exclusive power and authority to 
accomplish the divestiture, and would divest the business for no 
minimum price.
    The Consent Agreement also contains an Order to Hold Separate and 
Maintain Assets, which will serve to protect the viability, 
marketability, and competitiveness of the divestiture asset package 
until the assets are divested to a buyer approved by the Commission.
    The purpose of this analysis is to facilitate public comment on the 
proposed Consent Agreement, and it is not intended to constitute an 
official interpretation of the proposed Consent Agreement or to modify 
its terms in any way.

    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2011-28497 Filed 11-2-11; 8:45 am]
BILLING CODE 6750-01-P
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