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Pfizer withdraws notification for US$43B acquisition of Seagen after FTC sues to block Amgen’s M&A deal

Jun 14, 2023

Seagen’s SEC filing has disclosed that Pfizer withdrew its notification to the Federal Trade Commission (FTC) and Department of Justice (DOJ) to acquire Seagen for US$43B.  The filing also notes that the companies expect to complete the acquisition in late 2023 or early 2024.

On 12 March 2023, Seagen and Pfizer entered into an agreement to merge, in which Seagen would become a wholly-owned subsidiary of Pfizer.  On 12 May 2023, Seagen and Pfizer each filed a Notification and Report Form relating to the merger with the FTC and DOJ as required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Act). Only a few days later, the FTC brought proceedings to block Amgen’s US$27.8B acquisition of Horizon Therapeutics.  On 30 May 2023, Seagen shareholders approved the acquisition by Pfizer.

By withdrawing the form, the statutory waiting period under the Act will now expire on 14 July 2023 (which can be extended if the FTC requests additional information / documents).  Whilst it is possible that Pfizer’s notification withdrawal is in response to FTC proceedings against Amgen, it has not yet been confirmed by either Pfizer or Seagen.

Pfizer also filed the requisite documentation with the European Commission pursuant to Article 4(5) of the EU Merger Regulation, alerting it of the intended merger on 1 June 2023.