Linklaters leads competition advice as OFT approves NHS dental merger

Linklaters competition partners Nicole Kar and Gavin Robert, corporate partners Ian Bagshaw and Alex Woodward, and banking partner Brian Gray, led for the firm in its role as antitrust adviser for the consortium of Carlyle and Palamon Capital Partners (PCP) on its complex acquisition and merger of Associated Dental Practices (ADP) and Integrated Dental Holdings (IDH).

The deal involved some of the biggest dental providers in the UK and the OFT was required to ensure that the provision of NHS dental services was competitive and within the strict regulatory framework.

Other lawyers involved in the private equity transaction were partners Jason Zemmel of CMS Cameron McKenna (for IDH management), David Walker of Clifford Chance (for IDH sellers), Andrew Masraf of Pinsent Masons (for ADP management), Dundas & Wilson (for ADP founder), and David Wittman of Slaughter and May (for Palamon).

The May 2011 deal was initially notified to the European Commission, but was referred to the OFT for its first dental bodies corporate merger.

It ruled that as long as the new organisation sold off 11 NHS practices of close to 500 in areas where there were competition concerns, the merger could proceed and deliver benefits to patients.

The OFT has now formally announced that it will not be sending the merger to the Competition Commission.

Linklaters partner Nicole Kar said: “The nature of competition in the provision of NHS dentistry hadn’t been considered by the OFT in a merger case prior to the IDH/ADP merger and against that backdrop and the need for referral back of the matter from Brussels, we were pleased to assist in achieving a swift decision which enabled synergies and patient benefits to be realised more quickly than would otherwise be the case.”

OFT chief economist Amelia Fletcher, who was the decision maker in this case, said: “This remedy provides protection for NHS dentistry patients in those local areas in which we found competition concerns arising from the merger. It therefore offers a clear-cut remedy to those concerns.

“We’ve worked closely with the relevant PCTs [primary care trusts] in this case so that competition will be preserved and that NHS dental treatments will continue to be provided, both during the divestment process and during the interim period while any retender takes place.”