The Roche consumer health business, with annual sales of around €1 billion, includes many leading vitamin and mineral brands present on European markets, such as Sanatogen and Berocca.
The largest segment of the group's OTC business, Roche had a 12 per cent share of the VMS market in 2002, second only to Merck's Seven Seas.
However Basel-based Roche has also recently divested its vitamins and carotenoids manufacturing division to DSM, as it refocuses around pharmaceuticals and diagnostics.
The European Commission said Bayer's and Roche's product portfolios are "largely complementary and overlap significantly only in a small number of product markets, particularly non-narcotic analgesics (such as Aspirin) and certain antifungal treatments".
Bayer is therefore required to divest the regional rights to three Roche products -the analgesics Aspro and Aspro C in Austria and the antifungals Desenex and Caldesene in Ireland.
If these conditions are met, the SF3.6 billion (€2.38 bn) sale to Bayer, first announced in July, is expected to go ahead by the end of the year.
Bayer will now move from sixth in the world in OTC sales to number three, with its Consumer Care division to account for 33 per cent of the group's health-care sales, up from 23 per cent before the transaction. Sales are expected to reach $3 billion (€2.4 billion) annually.
Bayer expects the acquisition to add to earnings from 2006 onward.
The combined businesses are expected to keep a European headquarters in Basel because of Roche's comparatively larger European business and the resulting tax advantages.