The U.S. Federal Trade Commission gave the green light to the $63 billion merger of AbbVie and Allergan. That leaves one last hurdle for the two companies, approval from the Irish High Court. A hearing is set for today.
On Tuesday, the FTC consented to the merger agreement that was initially proposed in June 2019. The FTC’s consent followed approval from the European Commission, which gave a nod to the deal in March of this year. Like the previous approval from the European Commission, the FTC’s consent was contingent on the divestiture of brazikumab, an investigational IL-23 inhibitor in development for autoimmune diseases, to AstraZeneca. Brazikumab is currently in Phase IIb/II development for Crohn’s Disease and in Phase II development for ulcerative colitis. A deal for brazikumab was struck in January, along with the divestiture of two other assets, Zenpep (pancrelipase), a treatment for exocrine pancreatic insufficiency due to cystic fibrosis and other conditions, and Viokace, a pancreatic enzyme preparation, to Nestle.
In its announcement Tuesday, the FTC said it conducted a 10-month investigation into the merger and concluded that the divestitures were required in order to prevent the combined companies from having a monopoly on the treatment of various conditions.
“Over the course of their 10-month investigation, commission staff explored a wide range of theories of competitive harm, including harm to innovation. They uncovered no evidence of such harm beyond those remedied by the proposed consent,” the FTC said in its announcement.
Some consumer groups have raised their collective voices in opposition of the merger, claiming that the combination of AbbVie and Allergan would create a monopoly in the immunology market. Even with the divestiture of brazikumab, those in opposition, which includes unions and consumer groups, point out that the drug is still under investigation and should it fail, the divestiture will be meaningless. They also argue that AbbVie dominates the immunology market through “a variety of exclusionary tactics to hamper rivals.”
In addition to the divestiture of the assets, AbbVie and Allergan said that the companies amended their Transaction Agreement to allow for only one member of the Allergan Board of Directors to join AbbVie’s board upon closing. Allergan’s current chairman and chief executive officer Brent Saunders has elected not to join the AbbVie Board to provide more flexibility to pursue other opportunities in the sector.
In January, AbbVie and Allergan announced plans for a new, stand-alone company called Allergan Aesthetics that will include Allergan’s blockbuster aesthetics treatment Botox as a tent pole.