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FTC Challenges Hologic/Fischer Imaging Deal

Doyle, Barlow & Mazard PLLC

On July 7, the Federal Trade Commission announced its decision to challenge Hologic Inc.'s 2005 purchase of the breast cancer screening and diagnosis business of Fischer Imaging Corporation. In its complaint, the FTC alleged that Hologic's acquisition of Fischer's prone stereotactic breast biopsy systems (“SBBSs”) business harmed American consumers by eliminating its only significant competitor for the sale of SBBSs in the United States.
In settling the Commission's charges, Hologic is required to sell the Fischer prone SBBS assets to Siemens AG, a leader in the business of medical imaging. “Left unchallenged, Hologic's purchase from Fischer would have deprived American women of the benefits of competition for these critical healthcare services,” said Jeffrey Schmidt, Director of the FTC's Bureau of Competition. “The Commission's action today ensures that these essential services will be provided at lower prices and higher quality.”

On September 29, 2005, Hologic paid $32 million to acquire all of Fischer's intellectual property and other assets related to its mammography and breast biopsy businesses, including patents, trademarks, and customer and vendor lists for Fischer's prone SBBS product, MammoTest. At the time, Fischer was Hologic's only significant competitor in the U.S. market for prone SBBSs. As a result of the acquisition, Fischer relinquished all of its rights to develop, market, and sell prone SBBSs in the United States. This left Hologic with a virtual monopoly in the U.S. prone SBBS market. Hologic's acquisition of Fischer's assets was not reportable under the Hart-Scott-Rodino Premerger Notification Act as it was valued at less than the $56.7 million filing threshold.

Authored by

Robert W. Doyle, Jr.

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