Vivecti and Sana SEL withdraw merger notification
Vivecti Group GmbH, based in Ulm, and Sana Einkauf und Logistik GmbH, based in Ismaning, withdrew the merger notification they had submitted on 25 February 2026 on 5 November 2026. The Bundeskartellamt (German Federal Cartel Office) had already raised significant competition concerns about the proposed transaction at the end of June 2026.
In the authority’s assessment, the commitments subsequently offered by the companies were not suitable for offsetting the anticipated loss of competition. On 3 November 2026, the Bundeskartellamt therefore announced that it intended to decide on the notification promptly. Two days later, Vivecti and Sana SEL withdrew the notification. Consequently, no regulatory decision was issued on the notified transaction.
Subject matter of the notified merger
The notification covered several interrelated elements of the proposed transaction:
- The acquisition of all shares in Sana Einkauf und Logistik GmbH was planned.
- Vivecti was to acquire control of Sana SEL.
- In addition, notification was made of the acquisition by Sana Kliniken AG of a competitively significant influence over the future joint venture.
According to the Bundeskartellamt’s findings, Vivecti and Sana SEL are by a considerable margin the leading group purchasing organisations in the healthcare sector. Together, they account for significantly more than 50 per cent of the procurement volume for medical supplies purchased by healthcare institutions on the basis of terms negotiated by group purchasing organisations.
Importance of group purchasing organisations in healthcare
Aggregation of demand
Group purchasing organisations aggregate demand from hospitals and other healthcare institutions. On this basis, they negotiate framework agreements and the applicable purchasing terms with manufacturers and suppliers.
Operating a hospital requires more than 10,000 different items, particularly in the area of medical supplies. This necessitates contractual relationships with numerous suppliers. Institutions affiliated with a group purchasing organisation can purchase the required products directly from the respective manufacturers or distributors on the negotiated terms.
As remuneration, group purchasing organisations generally receive a turnover-based fee from suppliers, referred to as an “admin fee”.
Economies of scale and network effects
The Bundeskartellamt classifies the markets for group purchasing services as platform markets. These are characterised by economies of scale and network effects. A growing number of affiliated institutions can increase the aggregated procurement volume and thereby strengthen the negotiating position of the respective group purchasing organisation.
In the authority’s assessment, this may also give rise to a self-reinforcing process. Smaller competitors could consequently become unable to keep pace with particularly large providers. The competition assessment therefore did not depend solely on whether a higher purchasing volume could facilitate more favourable terms.
Concerns of the Bundeskartellamt
Anticipated weakening of competition
In the Bundeskartellamt’s view, the merger between Vivecti and Sana SEL would have significantly impeded competition. The authority acknowledged that larger procurement volumes can, in principle, facilitate more favourable purchasing terms. At the same time, however, it pointed to the potential adverse consequences of particularly pronounced buyer power.
An excessively strong position on the demand side could place a burden on suppliers. According to the Bundeskartellamt, in innovation-driven sectors such as medical technology, this could also weaken competition in innovation.
Uncertain pass-through of potential benefits
The Bundeskartellamt also considered it uncertain whether any potential benefits of the merger would actually be passed on to the affiliated hospitals. In the authority’s assessment, it was also possible that the owners of the purchasing service providers would be the principal beneficiaries of such advantages.
The authority considered smaller hospitals, which are often municipally owned and unable to organise their procurement independently, to be particularly affected. In its assessment, these institutions could incur higher costs. From the Bundeskartellamt’s perspective, it was therefore crucial to preserve sufficient competition between purchasing service providers.
Corporate structures of the parties
Vivecti and Prospitalia
Vivecti provides various services for the healthcare sector. In the field of group purchasing, the group operates through its Ulm-based subsidiary Prospitalia GmbH.
Vivecti is controlled by the private equity investor Nordic Capital. This ownership structure formed part of the Bundeskartellamt’s published description of the proposed merger.
Sana SEL and Sana Kliniken
Sana SEL belongs to Sana Kliniken AG. According to the Bundeskartellamt, it is Germany’s third-largest private hospital group and operates numerous medical care centres in addition to hospitals.
The owners of Sana Kliniken AG are various private health insurance companies. The proposed transaction would therefore have combined two group purchasing organisations that were already leaders in the healthcare sector.
Conclusion of the merger control proceedings
The withdrawal of the notification concluded the merger control proceedings without the Bundeskartellamt deciding whether to clear or prohibit the notified merger. The authority’s competition concerns therefore remained unresolved but were not made the subject of a final administrative decision.
The case highlights the importance of market structures, network effects and buyer power in healthcare mergers. Companies and investors with legal questions concerning comparable transactions or merger control under competition law can obtain professional competition law advice from MTR Legal.
