Brasília, September 30, 2025 — Brazil’s Administrative Council for Economic Defense (CADE) has approved the acquisition of Gemini Indústria de Insumos Farmacêuticos by SM Empreendimentos, a company belonging to the Fagron Group, with conditions to ensure competition in the pharmaceutical supply market.
The deal also includes Gemini’s subsidiary Lepuge and brings together two of the country’s largest distributors of pharmaceutical ingredients for compounding pharmacies. CADE classified the operation as complex due to the high level of market concentration and approved the deal with conditions requiring divestment of logistics assets and behavioral commitments.
CADE’s General Superintendence initially recommended that the transaction be rejected, citing risks of increased concentration and reduced market rivalry. However, after reviewing additional commitments, CADE’s Tribunal concluded that the merger could proceed under specific conditions.
According to Counselor Carlos Jaques, rapporteur for the case, approval was contingent on the implementation of a Concentration Control Agreement (ACC). The agreement includes divestiture of logistics assets and behavioral commitments intended to prevent anticompetitive practices.
Jaques emphasized that the measures are proportionate to the identified risks and sufficient to mitigate competition concerns, enabling the transaction to be completed without harming market dynamics. “The agreement imposes essential safeguards to preserve rivalry and mitigate potential anticompetitive effects, maintaining adequate conditions of competition,” he said. CADE’s Tribunal voted unanimously to follow the rapporteur’s recommendation and approve the transaction, provided that all conditions under the ACC are fulfilled.
