FTC Requires Divestitures Prior to Merger of Orthopedic Device Companies

Wright Medical Group, Inc. and Tornier N.V. have agreed to sell Tornier’s U.S. rights and assets related to its total ankle replacements and total silastic toe joint replacements to resolve Federal Trade Commission charges that the proposed $3.3 billion merger would illegally reduce competition for these devices.

Headquartered in Memphis, Tennessee, Wright is a global orthopedic device company. Tornier, based in Amsterdam, the Netherlands, also operates globally, developing and marketing orthopedic products for use in the upper and lower extremity joints, sports medicine, and biologics.

According to the FTC’s complaint, the merger of Wright and Tornier as proposed would violate federal antitrust laws by substantially lessening competition in the U.S. markets for total ankle replacements and total silastic toe joint replacements. Wright and Tornier are close competitors and significant suppliers of these orthopedic devices in the United States.

Under the proposed settlement, Wright and Tornier will divest the rights and assets to these devices to Integra Lifesciences Corporation and provide Integra with intellectual property, manufacturing technology, and existing inventory, as well as other assets and assistance to ensure that Integra can effectively compete in the markets.

The proposed order also requires Wright and Tornier to supply Integra with total ankle replacements for up to three years and total silastic toe joint replacements for up to a year, while Integra transitions to become an independent competitor in these markets.

More information about the FTC’s proposed consent agreement can be found in the analysis to aid public comment for this matter. The Commission vote to issue the complaint and accept the proposed consent order for public comment was 4-0.

The FTC will publish the consent agreement package in the Federal Register shortly. The agreement will be subject to public comment for 30 days, beginning today and continuing through October 30, 2015, after which the Commission will decide whether to make it final. Interested parties can submit written comments electronically or in paper form by following the instructions in the “Supplementary Information” section of the Federal Register notice.

NOTE: The Commission issues an administrative complaint when it has “reason to believe” that the law has been or is being violated, and it appears to the Commission that a proceeding is in the public interest. When the Commission issues a consent order on a final basis, it carries the force of law with respect to future actions. Each violation of such an order may result in a civil penalty of up to $16,000 per day.

The FTC’s Bureau of Competition works with the Bureau of Economics to investigate alleged anticompetitive business practices and, when appropriate, recommends that the Commission take law enforcement action. To inform the Bureau about particular business practices, call 202-326-3300, send an e-mail to antitrust{at}ftc{dot}gov, or write to the Office of Policy and Coordination, Bureau of Competition, Federal Trade Commission, 600 Pennsylvania Ave., NW, Room CC-5422, Washington, DC 20580. To learn more about the Bureau of Competition, read Competition Counts. Like the FTC on Facebook, follow us on Twitter, and subscribe to press releases for the latest FTC news and resources.