Seagen completed its $43 billion acquisition by Pfizer on December 14, after securing clearances from the Federal Trade Commission, the European Commission and other regulators. The $43 billion deal, announced in March, represents the largest-ever all-cash acquisition in the biopharmaceutical industry and will enable the combined company to accelerate the next generation of cancer breakthroughs.
S&C advised Seagen on U.S. antitrust and non-U.S. competition matters and coordinated the global regulatory processes. The European Commission unconditionally approved the acquisition under the EU Merger Regulation in October, concluding that the transaction would not raise competition concerns in the European Economic Area. The Commission stated that “the transaction was unlikely to have negative impact on prices, given that the parties’ offerings are differentiated and complementary and that the markets for the treatment of examined are sufficiently competitive.”
In the United States, the FTC allowed the merger to proceed after Pfizer chose to donate its U.S. royalties for the bladder cancer treatment Bavencio to the American Association for Cancer Research to address FTC concerns.
The Seagen/Pfizer transaction is the second landmark healthcare deal within three months in which S&C’S global antitrust team has secured clearances. In October, our client Amgen completed its $27.8 billion acquisition of Horizon Therapeutics, with S&C serving as lead M&A counsel and advising on all U.S. antitrust and non-U.S. competition matters. S&C’s Healthcare & Life Sciences Group has been a leader in the industry for nearly 30 years, having advised on more than $1.7 trillion of transactions in this sector.
The global S&C antitrust team advising Seagen included Renata Hesse, Samantha Hynes, Rick Pepperman, Clea McClellan, Caroline Black, David Whalen, Florence Kuhl Bamford, Julia Fotos, Jonathan Kwortek, Melike Tokatlioglu, Nicolas Britton and Tessa Griego in the United States and Michael Rosenthal, Justin Gibbs, Kolja Ortmann and Penelope Bergkamp in Brussels.
Matt Hurd, Melissa Sawyer, Brad King, Michael Fronk, Alex Bavis, Rachel Weiss and Jin Lee advised on M&A matters. Matt Friestedt, Sarah Remmer Long and Julia Paranyuk advised on executive compensation matters. Rachel Yu and Grace Son advised on intellectual property matters. Davis Wang, Anna Erickson and Alexei Owen advised on tax matters. Eric Kadel and Manon Scales advised on trade compliance matters. Matthew Brennan advised on environmental matters.
