FTC Approves AbbVie’s Pending $63-Bn Acquisition of Allergan

The US Federal Trade Commission (FTC) has accepted the proposed consent order in connection with AbbVie’s $63-billion pending acquisition of Allergan. The acceptance by the FTC satisfies all required antitrust clearances needed to be obtained for the acquisition of Allergan by AbbVie.

As part of the proposed consent, the companies have agreed to divest three products: (1) Allergan’s brazikumab, an investigational drug in development for treating autoimmune diseases, to AstraZeneca; (2) Allergan’s Zenpep, a treatment for exocrine pancreatic insufficiency due to cystic fibrosis and other conditions, to Nestlé; and (3) Allergan’s Viokace, another pancreatic enzyme preparation, to Nestlé.

Additionally, AbbVie and Allergan have amended their transaction agreement to provide that only one Allergan Director will join the AbbVie Board following the close of the transaction. Allergan’s current Chairman and CEO Brent Saunders has elected not to join the AbbVie Board “to provide more flexibility to pursue other opportunities in the sector,” noted AbbVie in a May 5, 2020 statement.

The European Commission approved AbbVie’s acquisition of Allergan in January 2020 conditional upon the divestiture of brazikumab to a suitable purchaser. In March 2020, the European Commission approved the divestiture of Allergan’s brazikumab.

The closing of the acquisition remains subject to other customary closing conditions set forth in the transaction agreement and Irish High Court approval (Allergan is headquartered in Dublin, Ireland). Earlier this week (May 6, 2020), the High Court of Ireland approved the proposed acquisition of Allergan by AbbVie. Completion of the acquisition remains subject to the delivery to, and registration by, the Registrar of Companies in Ireland of copies of the order of the court sanctioning the acquisition plan and confirming the related reduction of capital and other closing requirements expected to occur on May 8, 2020.

AbbVie has also extended the expiration date for its exchange offer of Allergan shares and notes from May 8, 2020 to May 12, 2020. AbbVie says it currently (as of May 5, 2020) expects that there will be no further extensions of the expiration date.

AbbVie and Allergan had announced the proposed acquisition of Allergan by AbbVie in June 2019.

Source: AbbVie (FTC approval), AbbVie (exchange offer), US Federal Trade Commission, and Allergan

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