The Turkish Competition Board’s Curium/Monrol Conditional Clearance Decision

Parties to the Transaction: Curium as the Acquirer and Monrol as the Target

Curium is a global developer, manufacturer, and supplier of single photon emission computed tomography (“SPECT”), positron emission tomography (“PET”), and therapeutic radiopharmaceuticals. Established in the Netherlands, Curium is indirectly controlled by the private equity investor CapVest Partners LLP (“CapVest”). Its operations are concentrated in Western Europe and the United States, where it distributes its products primarily through local distributors. Curium does not have a direct presence in Turkey. Instead, it operates through its independent distributor, Nepha Tıbbi Cihazlar Sanayi ve Ticaret A.Ş. (“Nepha”). In Turkey, Curium supplies Nepha with SPECT products for nuclear medicine (“NM”) imaging. In addition, with respect to therapeutic radiopharmaceuticals, Curium provides Nepha only with Iodine-131 (“I-131”), a product used in both diagnosis and therapy.

Monrol, part of the Eczacıbaşı Group’s healthcare division, is active in the production and distribution of NM products, with operations concentrated in Turkey, the Middle East, and Eastern Europe. In Turkey, Monrol operates in both PET and SPECT imaging. The company manufactures and sells I-131, which is used in the treatment of cancer and thyroid diseases, and Lutetium-177 (“Lu-177”), a key input in the production of radiopharmaceuticals for oncology. Before the transaction, Monrol was solely controlled by the Eczacıbaşı Group. Following completion, Monrol is under the sole control of Curium.

Relevant Product and Geographic Market Assessments

In nuclear medicine, molecular imaging techniques such as SPECT and PET are used to produce three-dimensional images, which play a central role in the diagnosis of diseases in areas including oncology, neurology, and cardiology. For therapeutic purposes, radionuclides such as I-131 are administered to induce permanent damage in tumors or targeted tissues.

Under Law No. 7381 on Nuclear Regulation, a license from the Nuclear Regulatory Authority (“NDK”) is required for the production, use, maintenance, and transportation of radioactive sources. Import and export of radioactive products also require a specific permit. In Turkey, the main companies holding such import/export permits from the NDK are Curium, Monrol, and Kamrusepa-Samyoung Nükleer Ürünler Medikal Sanayi ve Ticaret A.Ş. (“Kamrusepa”). The market displays significant entry barriers, stemming from strict regulatory requirements, short product lifespans, limited production facilities, and complex logistical needs. Supply security is also a critical concern, as it is vulnerable to global reactor maintenance and transportation constraints.

The parties’ activities overlap horizontally in the markets for “Tc-99m generators”, “I-131 oral capsules and solutions”, and “DTPA cold kits” in Turkey. In addition, vertical links exist between the parties’ activities, as molybdenum-99 (“Mo-99”) constitutes an input for Tc-99m generators, while germanium-68 (“Ge-68”) is an input for gallium-68 (“Ga-68”) generators. The Board’s detailed assessments of these markets are set out below:

Mo-99 Isotope and Tc-99m Generators: Both Curium and Monrol are active in the production of Tc-99m generators. Moreover, Curium manufactures Mo-99, which is a key input in the production of Tc-99m generators. Tc-99m is the most commonly used radioisotope for diagnostic purposes in SPECT imaging. The Board had previously recognized Tc-99m generators as constituting a distinct product market in its Eczacıbaşı Monrol/IBA Pharma and Kamrusepa-Samyoung/IBA Pharma decisions[3].

In addition, given the vertical relationship between the parties’ activities, the Mo-99 isotope (an essential input for Tc-99m generators) was also considered a separate relevant product market. Mo-99 is produced through neutron bombardment of other radioactive materials, a process carried out primarily by six major nuclear reactors worldwide. These reactors, most of which are state-funded and aging, account for around 90–95% of global Mo-99 supply. Curium is uniquely positioned as the only private operator of a Mo-99 processing facility worldwide and is vertically integrated in both the production and supply of Mo-99 isotopes for Tc-99m manufacturing. By contrast, Monrol is not vertically integrated in this respect and sources Mo-99 from third parties.

For both the Tc-99m generator and Mo-99 isotope markets, the Board found no regional differences in entry conditions, supply and distribution channels, or market dynamics within Turkey. Accordingly, the relevant geographic market was defined as Turkey.

Ge-68 Isotope and Ga-68 Generators: In recent years, the Ga-68 radioisotope, produced through Ga-68 generators, has gained prominence in PET imaging. Ga-68 differentiates itself from other radioisotopes due to its relatively low cost, short half-life, and practical advantages in clinical use. Accordingly, the Board defined the relevant product market as the Ga-68 generator market. Furthermore, the Ge-68 radioisotope, which is an irreplaceable raw material in the production of Ga-68 generators, was also identified as a separate relevant product market, namely the Ge-68 isotope market.

As Monrol’s Ga-68 generators are distributed and sold nationwide, the Board defined the relevant geographic market for the Ga-68 generator market as Turkey.

I-131 Oral Capsules and Solutions: I-131 is an isotope developed for the treatment of thyroid disorders. By its nature, I-131 cannot be stockpiled and may only be administered by nuclear medicine specialists. It is a homogeneous product, lacking both brand recognition and product differentiation.

In its previous decisions, the Board has consistently defined a single product market covering both “I-131 oral capsules and solutions”, without distinguishing between the two forms[4]. In the present case as well, the Board identified a separate relevant product market as the I-131 oral capsules and solutions market.

As regards the geographic dimension, the Board noted that there are no regional differences in entry conditions, supply, or distribution channels for I-131. Accordingly, the relevant geographic market was defined as Turkey.

DTPA Cold Kits: In SPECT imaging, Tc-99m radionuclides must be administered to patients in combination with non-radioactive biomolecules to enable transport to tissues. The pharmaceutical product used for this purpose is called a “cold” kit, indicating that it does not contain any radioactive substance at the time of supply. Cold kits come in various forms, with different active ingredients targeting specific organs or tissues.

Unlike radioactive products, cold kits are not subject to the NDK’s regulation but instead require marketing authorization for human medicinal products from the Turkish Medicines and Medical Devices Agency (“TİTCK”). They are also procured differently: whereas radioactive products are typically purchased through centralized public tenders, cold kits are acquired through smaller-scale tenders or requests for quotations conducted by healthcare institutions. In the absence of brand loyalty or product differentiation, price and quality are the key factors shaping demand.

In Turkey, cold kits are either imported or manufactured domestically. Monrol supplies EDC, MDPA, MIBI, DMSA, and DTPA cold kits, while Curium offers DTPA, HDP, MAG3, and PYP cold kits. Given the horizontal overlap in DTPA cold kits, the Board examined whether other cold kits could be considered substitutes. Concluding that strong supply-side substitutability was lacking, the Board defined the relevant product market by active ingredient as the DTPA cold kit market.

Since no regional differences exist in relation to cold kits, the relevant geographic market was defined as Turkey.

Competitive Concerns Identified by the Board

The Board identified horizontal overlaps in the markets for “Tc-99m generators”, “I-131 oral capsules and solutions”, and “DTPA cold kits”. In each of these markets, competition is limited to Monrol and Curium’s distributor Nepha, with no other rivals active. All three markets were found to be stagnant and mature, with no new entries in recent years. Moreover, the prices of these products are not subject to any ceiling regulation by the TİTCK. Instead, prices are formed under market conditions characterized by weak competition and the absence of countervailing buyer power. The Board concluded that such conditions make the markets vulnerable to coordination risks. High market transparency, the homogeneity of the products, the very limited number of players, and weak potential competition all serve to heighten the likelihood of coordination.

Following the transaction, the merged entity would occupy a monopoly position at the supplier level across all three relevant product markets. In evaluating the potential impact on competition, the Board focused on the following three factors:

(a) Entry barriers and the scope for potential competition: The Board noted that the licensing process in these markets is lengthy and uncertain, the markets themselves are stagnant with limited growth, and no new entrants have emerged in recent years. Despite engaging with more than 20 undertakings active globally, the Authority found no evidence of companies entering (or planning to enter) the relevant markets in Turkey. On this basis, the Board concluded that effective entry into the markets is unlikely within a reasonable timeframe. Accordingly, potential competition alone would not be sufficient to offset the negative effects of the concentration.

(b) The existence of countervailing buyer power: In assessing countervailing buyer power, the Board applied the comparison test, contrasting public procurement prices (often cited as a source of buyer leverage) with the prices paid by private customers. The analysis revealed that if the merged entity were to raise prices, reduce output, or lower quality or product variety, neither public nor private purchasers would be able to credibly threaten to switch to alternative suppliers within a reasonable period. The Board also noted that buyers are numerous and account for relatively small shares of demand, while the public sector—sometimes claimed to have countervailing power—actually pays higher purchasing prices. On this basis, the Board concluded that no countervailing buyer power exists in any of the relevant product markets to constrain the merged entity’s market power.

(c) The competitive pressure that alternative imaging technologies might impose on the SPECT products concerned: The Board examined whether alternative imaging methods could exert competitive pressure on SPECT products by replacing SPECT imaging. Its assessment considered SPECT and PET capacities in Turkey, expert opinions, Social Security Institution (SGK) data on the number of nuclear imaging procedures, and the cost structures of SPECT and PET scans. The analysis showed that public investment in SPECT devices is ongoing and that demand for SPECT imaging is expected to continue growing in the short to medium term. Neither physicians nor health authorities anticipate a decline in SPECT usage. In fact, physicians do not view SPECT and PET as substitutes, and the cost differences between the two modalities are substantial. On this basis, the Board concluded that SPECT imaging is unlikely to be replaced by alternative methods in the foreseeable future. Accordingly, the merged entity supplying SPECT products would not be disciplined by competitive pressure from undertakings active in alternative imaging technologies.

In the horizontally affected markets (namely, Tc-99m generators, I-131 oral capsules and solutions, and DTPA cold kits), the Board identified several competitive concerns:

• the likelihood of significant price increases,
• the risk of reduced supply, and
• potential difficulties for certain regions or customer groups in securing products, coupled with a long-term decline in product variety and innovation in the absence of competitive pressure and alternatives.

By contrast, with respect to the vertically affected markets of “Mo-99 isotopes and Tc-99m generators” and “Ge-68 isotopes and Ga-68 generators”, the Board found that the transaction would not lead to a significant impediment to effective competition.

Commitments to Remedy Competitive Concerns

In order to address the competitive concerns in the horizontally overlapping markets, the Board engaged in multiple rounds of discussions with the parties and explored different remedy options. At the outset, the possibility of a structural commitment in the form of divestiture was examined. This option, however, was ruled out, as physically separating Monrol’s production facilities would have rendered production impossible. Instead, the Board stressed that, taken as a whole, the commitments package could be equally effective in addressing the identified concerns. In particular, the package envisages that Curium will enter into long-term agreements with Nepha for the distribution of its own products, while Monrol’s products will be distributed through a separate distributor, an arrangement that the Board considered capable of achieving results comparable to divestiture.

The commitments are set to remain in effect for an initial term of ten years, with the possibility of a one-time extension by the Board for up to five years. In its assessment, the Board examined the commitments by categorizing them according to the three competitive concerns it had previously identified:

• Commitments Addressing the Concerns Regarding Price Increases: With respect to Monrol products, Curium committed to adhere to the TİTCK’s pricing mechanism. Beyond this, Curium undertook that the 2025 prices for all Monrol product barcodes would not exceed 150% of their 2024 levels. Curium also pledged to cap the price increases applied to Nepha, its Turkish distributor for Curium products, by imposing a ceiling on the allowable percentage increase.

The Board concluded that these commitments were sufficient to address its concerns regarding potential price increases.

• Commitments Addressing the Concerns Regarding Supply Restrictions
  • Curium committed that, for the duration of the commitments, it would not adopt any decision to halt the supply of Curium or Monrol products solely for Turkey and that both product portfolios would be supplied in volumes sufficient to meet Turkey’s ordinary domestic demand. With respect to Monrol products, Curium further pledged to allocate adequate production capacity in Monrol’s Turkish facilities, in line with past demand growth and market needs, and not to relocate or shut down these facilities.

The Board considered these commitments sufficient to dispel concerns about supply restrictions under normal conditions without raw material shortages.

• In addition, Curium undertook specific safeguards in the event of global supply chain disruptions. Should such disruptions prevent the full satisfaction of Turkey’s ordinary domestic demand, Curium committed that any shortfall in supply would be proportionate to the reduction caused by the disruption and no less favorable than the fulfillment levels in other markets. Curium also pledged not to deprioritize Turkey compared to other countries and, in the case of severe shortages of essential raw materials, to use its best efforts to secure alternative supply arrangements.

The Board concluded that these commitments adequately addressed its concerns regarding supply constraints.

• Commitments on Other Concerns Arising from Lack of Competition: Following the transaction, the number of undertakings active in the Turkish markets for DTPA cold kits, Tc-99m generators, and I-131 oral capsules and solutions would fall to one. As a result, the Board considered it necessary to include additional commitments in the package to address concerns stemming from the lack of competition (specifically, the risk that certain regions or customer groups could face difficulties in securing supply in the absence of alternatives, and the possibility of a long-term decline in product variety and innovation).
  • Curium extended its distribution agreement with Nepha until 31 May 2030 and signed an amendment ensuring that the agreement will remain in force for an initial term of ten years from the Effective Date. Should the Board decide to extend the commitments by up to five years, Curium undertook to offer Nepha an extension on the same terms. Curium also committed to continue supplying its products to Nepha for the entire duration of the commitments and not to interfere with Nepha’s strategic commercial decisions. For Monrol products, Curium committed that, prior to closing, Monrol would enter into an exclusive Supply and Distribution Agreement with an independent third-party distributor to cover both public and private customers across Turkey. The distributor and the agreement will be submitted to the Board for approval before closing. This agreement will remain valid for ten years from the Board’s approval. If the Board extends the commitments by up to five years, Monrol will make an irrevocable offer to extend the agreement for the same duration and under the same conditions. Monrol also undertook to continue supplying its products to the independent distributor for the full term of the commitments, while the distributor will remain independent from both Curium and Monrol. Finally, Curium pledged not to refuse any order from Nepha or the independent distributor, whether in whole or in part, for the purpose of preventing or disrupting resale to particular customers or customer groups (public or private) in Turkey. Nor will Curium pursue commercial strategies designed to influence, direct, or undermine the resale of products to specific customers.
  • Following the commitments, the relevant markets will continue to feature two players: Nepha and the independent distributor. However, since both will source their products globally from the merged entity, the Board noted that market transparency and the risk of coordination could increase compared to the pre-transaction scenario. To address this concern, Curium committed to implementing firewalls to prevent the exchange of commercially sensitive information between Nepha and the distributor. Specifically, Curium undertook to assign separate personnel to manage the commercialization of Monrol’s products in Turkey (through the distributor) and Curium’s products in Turkey (through Nepha), while establishing appropriate internal firewalls to prevent any exchange of sensitive information between the two[5]. The Board concluded that these measures would adequately mitigate the risks of market transparency and coordination that could otherwise arise in the post-transaction setting.
  • Another potential consequence of reduced competition is a decline in product variety and innovation. To address this, Curium committed that any improvements made to the products it currently supplies to Nepha would also be offered to Nepha and commercialized in Turkey through that distributor. The same undertaking applies to Monrol products distributed by the independent distributor. Given that the products concerned have long been on the market and are not subject to frequent or sudden innovation, the Board found these commitments sufficient to alleviate concerns regarding product variety and innovation.

The Board concluded that the remedies offered by the parties were sufficiently detailed in both substance and implementation, capable of addressing the identified competition concerns in a clear and sustainable manner, and feasible to implement effectively and without delay. On this basis, the transaction was granted conditional clearance subject to the commitments. The Curium/Monrol decision stands as the most recent illustration of the Board’s practice of addressing competition concerns in merger control by imposing comprehensive remedy packages and conditionally clearing the transaction.

[1] Attorney Gülce Korkmaz is the external competition law consultant of Baş | Kaymaz Law Firm. After completing her master’s degree at Bilkent University, she is currently pursuing her doctoral studies in the field of competition law at the Faculty of Law of Lüneburg Leuphana University (Germany) as a PhD researcher with the scholarship of the Joachim Herz Foundation.

[2] TCB Decision dated 20 February 2025 tarihli and numbered 25-07/175-87. For the Board’s reasoned decision on the case, please see here (only available in Turkish).

[3] Please see the following TCB decisions: Eczacıbaşı MONROL/IBA Pharma decision dated 7 July 2015 and numbered 15-28/340-112, and KAMRUSEPA-Samyoung/IBA Pharma decision dated 1 June 2016 and numbered 16-19/312-141.

[4] Please see the following TCB decisions: Eczacıbaşı MONROL/IBA Pharma decision dated 7 July 2015 and numbered 15-28/340-112, and KAMRUSEPA-Samyoung/IBA Pharma decision dated 1 June 2016 and numbered 16-19/312-141.

[5] It was noted in the decision that the firewall procedure covers: the establishment of separate teams to manage relations with Nepha and with the Distributor; separate reporting lines to Curium management for each team; policies ensuring the aggregation/ anonymization of data required for internal reporting; the requirement that all individuals with access to commercially sensitive information sign confidentiality agreements; and the implementation of IT safeguards (e.g., password protection) for data relating to these relationships.

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