The Merger Reference (Medicopharma NV and AAH Holdings plc) Order 1991

Statutory Instruments

1991 No. 2648

MONOPOLIES AND MERGERS

The Merger Reference (Medicopharma NV and AAH Holdings plc) Order 1991

Made

21st November 1991

Laid before Parliament

22nd November 1991

Coming into force

23rd December 1991

Whereas—

(1)

the Secretary of State, in exercise of powers conferred on him by sections 64 and 69(2) of the Fair Trading Act 1973(1) has today referred to the Monopolies and Mergers Commission for investigation and report the matter of enterprises of Medicopharma NV (“Medicopharma”) and enterprises of AAH Holdings plc (“AAH”) ceasing to be distinct enterprises; and

(2)

in the opinion of the Secretary of State the doing of things mentioned in article 2 of this Order, or the doing of anything in contravention of article 3 of this Order, would constitute action which might prejudice the reference or impede the taking of action under the said Act which may be warranted by the Commission’s report on the reference:

1.—(1) This Order may be cited as the Merger Reference (Medicopharma NV and AAH Holdings plc) Order 1991 and shall come into force on 23rd November 1991.

(2) In this Order, “subsidiary” has the same meaning as in section 736 of the Companies Act 1985(2).

2.  It shall be unlawful for AAH or any subsidiary of AAH—

(a) to acquire, other than a view to resale in the ordinary course of trade, any assets which were at any time on or after 3rd November 1991 the property of Medicopharma or any subsidiary of Medicopharma, or

(b) to solicit custom from any person to whom Medicopharma or a subsidiary of Medicopharma has regularly in the United Kingdom supplied goods in the ordinary course of trade during a period all or part of which fell on or after 3rd May 1991, or from any body corporate which is a member of a group of interconnected bodies corporate another member of which is such a person.

3.  AAH and its subsidiaries shall, except to the extent that they are unable to do so by reason of anything done before 11.00 am on 22nd November 1991, maintain all assets acquired by any of them before this Order came into force which were at any time on or after 3rd November 1991 previously the property of Medicopharma or any subsidiary of Medicopharma, other than assets acquired with a view to resale in the ordinary course of trade, in such a way that they suffer no unavoidable dimunition in value and that they would be capable of disposal seperately from any other assets of AAH or any of its subsidiaries to a person not associated with any of them within the meaning of section 77(4) of the Fair Trading Act 1973.

Peter Lilley

Secretary of State for Trade and Industry

21st November 1991

Explanatory Note

(This note is not part of the Order)

AAH Holdings plc and its subsidiaries are prohibited by this Order from acquiring assets of Medicopharma NV or its subsidiaries and from soliciting custom from Medicopharma’s (or its subsidiaries') former customers in the United Kingdom. They are required to maintain the value of the assets which they have already acquired and to keep them seperate so that they could be disposed of.

The merger between AAH and former businesses of Medicopharma has been referred to the Monopolies and Mergers Commission.

The Order, unless perviously revoked, will cease to have effect—

(a) 40 days after the Commission’s report is laid before Parliament, or

(b) on the failure of the Commission to report within the period allowed.

(1)

1973 c. 41.

(2)

1985 c. 6, as substituted by section 144(1) of the Companies Act 1989 (c. 40).