Competition Commissioner Neelie Kroes said "In view of the remedies offered, I am satisfied that the merger of two major global players will not hinder effective competition in the analytical instruments field and that consumers in the EEA will therefore not be harmed."

Both Agilent and Varian are active in the design, development, manufacture and sale of bio-analytical measurement products, including analytical and life science instruments as well as associated services, consumables and software. The activities of the parties overlap in relation to a number of sectors within the analytical instrumentation and consumables areas in the EEA. The Commission identified competition concerns in relation to each of the laboratory GC, micro/portable GC, triple quadrupole GC-MS instruments and ICP-MS instrument markets in the EEA. The proposed transaction would bring together close competitors in the EEA Lab GC, micro/portable GC and ICP-MS instrument markets. Through the proposed transaction, the combined entity would have significant market shares.

As regards the EEA triple quad GC-MS instrument market, the proposed transaction would result in the elimination of an important competitive force in the market. Varian already holds large market shares on the EEA triple quad GC-MS market and, although a recent entrant, Agilent has also swiftly gained a significant influence and competes closely with Varian on this market.

To remedy the concerns raised by the Commission in relation to each of these markets, Agilent and Varian have made the commitment to divest Agilent's entire global micro/portable GC instrument business, as well as Varian's entire global Lab GC, triple quad GC-MS and ICP-MS instrument businesses.

After market testing the proposed commitments, the Commission concluded that they would remove the competition concerns identified and ensure that effective competition would not be impeded as a result of the proposed transaction.

"The European Commission's decision is a key milestone toward completing the transaction that will bring our two firms together," said Agilent President and CEO Bill Sullivan. "We are pleased to have received conditional clearance from the Commission. We are committed to ensuring that each of these four businesses is successfully divested as a viable, competitive business and that all customers remain fully supported during and beyond the divestiture process. While we would like to have retained all of the businesses of both companies, these divestitures are not material. We remain very excited about bringing these two companies together to better serve worldwide bio-analytical customers with a broader portfolio of products and services."

Clearance by the US Federal Trade Commission (FTC) is still pending, although Agilent and Varian do not expect the FTC to seek additional remedies in markets beyond those committed to for the European Commission. Agilent's acquisition of Varian remains subject to other regulatory approvals and customary closing conditions. Agilent expects the acquisition to close in early calendar 2010.

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