Minnesota Attorney General Keith Ellison and Illinois Attorney General Kwame Raoul have joined forces with the Federal Trade Commission (FTC) to block a significant acquisition involving Minnesota-based Surmodics, Inc. by the private-equity firm GTCR BC Holdings, LLC. The legal move disputes the acquisition as potentially anticompetitive, suggesting it could affect a critical segment of the medical-device coatings market.
Surmodics, established in Eden Prairie, holds the position of the largest U.S. provider of outsourced hydrophilic coatings, essential for safely maneuvering medical devices in the body. These coatings are often used in a variety of lifesaving medical applications, including by device manufacturers for procedures such as interventional neurovascular and structural heart surgeries.
GTCR, a firm based in Illinois, already controls a majority share in Biocoat, Inc., known as the second-largest supplier of hydrophilic coatings in the country. The intended merger between Surmodics and Biocoat, the two leading companies in this niche market, raises concerns of excessive market consolidation with the potential to harm competition. "Fair competition on a level playing field is essential to keeping our economy healthy," noted Attorney General Ellison.
The FTC initially sought to block GTCR's acquisition of Surmodics on March 6, 2025, with Ellison and Raoul joining the complaint as of April 17, 2025. The case is filed in the Northern District of Illinois, with a copy available via Ellison’s website. This legal action aims to halt the merger while administrative processes are underway.
As part of a region labeled “Medical Alley,” Minnesota’s medical community is influential in the development of medical technologies. The state is known for significant innovations like the wearable pacemaker. It depends on fair market competition to continue driving medical advancements and ensure affordability.
Documents referenced in the complaint suggest that the current competition between Surmodics and Biocoat drives both companies toward innovation and cost reduction. Removing this rivalry could lead to market stagnation, asserts the complaint. Due to the specialized nature of hydrophilic coating production, any new rival entering the market is considered unlikely.
This potential merger stands in contrast with the Federal Trade Commission/U.S. Department of Justice 2023 Merger Guidelines, highlighting the feared market concentration post-merger. Minnesota's Attorney General urges residents and businesses affected by antitrust issues to report their experiences for further investigation.