After months of legal wrangling, Amgen is free to go forward with its $27.8 billion buyout of Horizon Therapeutics.
Friday, the U.S. Federal Trade Commission (FTC) said it reached a proposed consent order with Amgen to address the "potential competitive harm” that could result from the merger deal. Alongside the FTC, attorneys general from six states—California, Illinois, Minnesota, New York, Washington and Wisconsin—are moving to dismiss their injunction requests.
The FTC first filed its antitrust lawsuit against Amgen in May in an attempt to block the sale. In its suit, FTC argued that Amgen could leverage its lucrative product portfolio to “entrench the monopoly positions” of Horizon’s thyroid eye disease drug Tepezza and the company’s gout treatment Krystexxa.
For its part, Amgen has promised not to use that tactic with Horizon’s drugs.
In a press release Friday, the company said it "has consistently stated to the FTC, the courts and the public that it has no reason, ability or intention to bundle" Horizon's drugs with any of its own medicines.
This "narrow assurance, formalized in the consent order with the FTC, will have no impact on Amgen’s business," the company added.
The case was closely watched by many in the pharma industry because it was the first large merger between drugmakers that the FTC had sought to stop in many years. With Amgen ultimately cleared to buy Horizon, the industry will likely celebrate the result. This, in turn, could prompt pharma's dealmakers to give large buyouts more consideration.
Under FTC’s proposed order, Amgen is prohibited from bundling any of its products with either Tepezza or Krystexxa. This means Amgen may not tie any product rebate or contract terms for its own drugs to the sale or positioning of Horizon’s meds, the FTC said.
Further, Amgen is barred from acquiring products or companies who make any products for the treatment of gout or thyroid eye disease “unless it receives prior approval from the Commission,” the FTC said.
Amgen must also submit payer contracts around Tepezza and Krystexxa and notify the FTC once the drugs get approval for self-administration, launch in that format and gain coverage.
Amgen emerged victorious in the bidding war for Horizon back in December, when it beat out Johnson & Johnson and Sanofi with a nearly $28 billion cash offer. The drugmaker paid a premium of approximately $47.9% on the closing share price of $78.76 per Horizon share on Nov. 29, 2022.
The deal had originally been expected to close in the first half of 2023, prior to the FTC’s antitrust lawsuit. In May, Amgen complied with FTC requests for a temporary restraining order, agreeing not to close its Horizon deal while the agency’s lawsuit played out.
Last month, in response to FTC’s request for a preliminary injunction, Amgen argued the FTC’s case was “far too removed from reality and unmoored from decades of legal precedent.”
Amgen and Horizon now expect their deal to close “early” in the fourth quarter.