FTC wants more info on Seagen-Pfizer merger

July 18, 2023

Seagen and Pfizer have received a second request for information from the Federal Trade Commission (FTC) regarding their proposed $43 billion merger, the largest biopharma deal announced this year. 

According to Seagen's SEC filing, the request extends the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act), allowing the FTC more time to review the merger.  The HSR Act is a U.S. federal law enacted in 1976 to address antitrust concerns in business transactions, particularly mergers and acquisitions. 

The act requires parties to notify the FTC and the Department of Justice before certain transactions can be completed, which allows the FTC and DOJ to review the transaction and assess its potential impact on competition in the market.  Additionally, the merger has been referred to the European Commission for review, and approval from the EC is a condition for the closing of the merger, stated Seagen in the filing.

Despite the additional FTC requests, the companies still expect the merger to be completed in late 2023 or early 2024. Both Seagen and Pfizer plan to cooperate with the FTC and respond promptly to the request.

Last month, Pfizer withdrew its merger notification and refiled it. 

In response to growing consolidation in the biopharmaceutical industry, the FTC introduced a new working group in 2021, consisting of antitrust enforcers from various countries, dedicated to adopting a proactive stance in addressing anticompetitive pharma mergers.

Back in May, the FTC filed a lawsuit to block Amgen’s $28.7 billion Horizon purchase, saying that the deal would allow Amgen to use rebates on its existing blockbuster drugs to pressure insurance companies to favor Horizon’s drugs. The FTC requested additional information and documentary materials, reiterating how both Amgen and Horizon had engaged in anticompetitive practices and leveraged with the insurers and PBMs that negotiate reimbursement for its products, especially those without direct competition.