AbbVie Wins U.S. Antitrust Nod for Botox Maker Allergan

(Bloomberg) -- AbbVie Inc. won U.S. antitrust approval for its acquisition of Botox maker Allergan Plc, clearing the last hurdle from competition regulators to the $63 billion deal.

The Federal Trade Commission said late Tuesday that it signed off on the takeover after the companies agreed to resolve competition concerns by selling two products to Nestle SA and transferring to AstraZeneca Plc the rights to a treatment for Crohn's disease that's in development.

The commission voted 3-2 to clear the deal, with the three Republicans voting in favor of the settlement and the two Democratic commissioners voting against.

One of the Democrats, Commissioner Rohit Chopra, blasted the majority's decision, saying it's a “risky gamble” to think Nestle can enter the market and restore competition because the Swiss company is primarily in the packaged-food business. Chopra also criticized the FTC's process for evaluating pharmaceutical deals, in which the agency looks at overlapping drugs of the merging companies.

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“The agency's default strategy of requiring merging parties to divest overlapping drugs is narrow, flawed, and ineffective,” he said. “It misses the big picture, allowing pharmaceutical companies to further exploit their dominance, block new entrants, and harm patients in need of life-saving drugs.”

The Republican majority fired back, arguing that the settlement fully resolves competitive harm from the merger.

“His dissent makes misleading claims about the staff's investigation, the state of competition in the pharmaceutical industry, and the commission's enforcement record in this industry,” they said. “It relies on false assertions, misapplication of law, and specious logic.”

Last June, AbbVie agreed to buy Allergan in what was one of the largest pharmaceutical deals of the year. Allergan provides AbbVie with a set of products to diversify its revenue from Humira, the rheumatoid arthritis injection that is the world's biggest-selling drug worldwide but which is facing more competition. Allergan is already grappling with that challenge as more alternatives to Botox emerge.

The FTC approval was widely expected after the companies disclosed in March that they had reached a settlement with the agency. The deal has won antitrust clearance in the European Union, China and Brazil. It still needs approval from the Irish High Court.

Under the FTC resolution, the companies agreed to sell to Nestle Allergan's Zenpep and Viokace drugs. They treat a condition called exocrine pancreatic insufficiency that results in the inability to digest food properly. AbbVie and Allergan will also transfer to AstraZeneca Allergan's rights and assets related to brazikumab, which is in development to treat Crohn's disease. AstraZeneca is the drug's original developer.