The Federal Trade Commission filed a lawsuit to block Amgen Inc.’s $27,8 billion deal to purchase Horizon Therapeutics Plc on Tuesday. They argued that the tie-up will stifle the competition in the development of serious illness treatments.
The FTC filed a complaint in federal court in Illinois, claiming that the acquisition would enable Amgen to consolidate Horizon’s monopoly over medications for chronic refractory and thyroid eye diseases. The complaint asks for an injunction to prevent the transaction from closing, while the FTC conducts a trial in-house on whether or not the merger violates antitrust laws.
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Holly Vedova, Director of the FTC Competition Bureau, said that “rampant consolidation” in the pharmaceutical sector has allowed powerful companies to raise prescription drug prices exorbitantly, deny patients affordable generics and hinder innovation in vital markets. The FTC will not hesitate to challenge mergers which enable pharmaceutical conglomerates monopolize their markets at the expense and unfair competition of consumers.
Horizon shares fell 16% in New York at 11:10 am. Amgen fell 1.2%.
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Amgen released a statement saying that it was disappointed by the FTC decision. Amgen remains committed to the completion of this acquisition which will provide significant benefits for patients suffering from rare and serious diseases in the U.S. We have worked cooperatively for the past few months to answer the questions raised by FTC’s investigators and we believe that we have demonstrated overwhelmingly that this combination does not pose any legitimate competitive issues.
Horizon’s own statement stated that this acquisition could potentially accelerate the availability to patients of rare disease medicines around the world. Horizon does not plan to bundle any rare disease medicine.
This is the first time since 2009 that the FTC has filed a lawsuit to stop a pharma deal. The agency has allowed mergers in the past as long as companies disposed of any overlap treatments.
Under the leadership of Chair Lina Khan, the agency has been more aggressive in its approach to deal-making. It has challenged Microsoft Corp.’s acquisition of Activision Blizzard Inc. as well as Intercontinental Exchange Inc.’s purchase of mortgage software competitor Black Knight Inc.
Amgen is the manufacturer of 27 drugs approved by the FDA, including blockbuster treatments such as Enbrel to treat rheumatoid arthritics and Otezla to treat psoriasis. The FTC stated that Horizon distributes 11 drugs in the US. These include Tepezza for thyroid eye disease and Krystexxa for chronic refractory arthritis. According to Horizon’s company filings, Tepezza will bring in $1.97billion in revenue in 2022 and Krystexxa, $716million.
The Biden FTC has focused on health care, examining deals and conduct that involve hospitals, physician practices, pharmaceuticals, and medical devices. Five hospitals have abandoned merger plans in the last two years due to antitrust scrutiny by the agency. As part of a study to determine whether middlemen like Express Scripts, Cigna Group and CVS Health Corp. Caremark are responsible for higher drug prices, the FTC has also been investigating pharmaceutical benefit managers.
The FTC announced that it would reconsider its approach in 2021 after a flurry of mergers where the agency had only intervened rarely. Bloomberg Law found that less than a third of 38 pharmaceutical deals worth $10 billion or higher between 2010 and 2020 were subject to conditions imposed by the FTC.
Khan, speaking at a pharmaceutical mergers workshop held last year, said that “relatively few major drugs have been developed by the largest pharmaceutical firms.” As antitrust enforcers it is our duty to promote competition, which will create the conditions necessary for the next generation scientific advancements.
Federal Trade Commission is v. Amgen. The case number is 1:23-cv-04053, US District Court Northern District of Illinois.
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