Dive Brief:

• CooperCompanies has terminated its $875 million takeover of Cook Medical’s reproductive health business, the Federal Trade Commission said in a Tuesday statement.
• The companies agreed to the acquisition in February 2022, but the chances of the deal closing faded in recent quarters as Cooper struggled to find a way to satisfy regulatory competition concerns. 
• The FTC said ending the planned takeover “ensures that critical reproductive health markets remain competitive.” 

Dive Insight:

Doubts about Cooper’s ability to close the deal intensified in recent quarters. Cooper indicated that the deal faced regulatory opposition in August 2022, telling analysts that it was “exploring different options to close the transaction, including the potential sale of certain Cook assets in the U.S. and abroad.” By December, Cooper was “hoping” to close the deal in June 2023.

However, Cooper never became confident enough to include the planned takeover in its guidance, and what confidence it did have faded throughout 2023. By March 2023, Cooper was talking about resolving, rather than closing, the acquisition. Almost all hope of buying the assets had gone by June, when Cooper said it was “probable” that the deal would collapse and took a $45 million termination charge.

The FTC confirmed Cooper had terminated the takeover on Tuesday. A spokesperson for Cook confirmed the news, while a representative of Cooper declined to comment.

“Following a full-phase investigation by FTC staff, CooperCompanies’ decision to abandon this proposed acquisition ensures that critical reproductive health markets remain competitive,” Holly Vedova, the FTC’s bureau of competition director, said in a statement. “The FTC is committed to protecting patients from higher costs and preserving the incentive to innovate. This deal termination protects competition and is a win for patients.”

The termination leaves a hole in Cooper’s growth strategy. Cooper saw the Cook acquisition as a way to strengthen its presence in the Asia-Pacific region. In June, Cooper CEO Albert White called Cook’s presence in the region, which includes “a number of ... really, really strong fertility markets,” one of the primary reasons for the deal. Cooper has a small presence in some markets and needs to add people and infrastructure.