UK Regulator Casts Doubt on AstraZeneca’s Alexion Buy
AstraZeneca’s agreement to acquire Alexion Pharma for $39 billion, sealed in December 2020 and approved by the US Federal Trade Commission (FTC) in April 2021, may not be a done deal after all. The UK’s Competition and Markets Authority (CMA) announced on May 25 that it has launched an anti-competition investigation into the transaction.
The CMA said it will examine whether the transaction would hurt competition “within any market or markets in the United Kingdom.” The agency is soliciting public comment until Jun. 3 and hopes to make a decision by Jul. 21. If in the meantime it has reason to believe a “realistic prospect” of threats to competition, it may launch a more in-depth assessment lasting a minimum of 24 weeks or up to 32 weeks in special circumstances. From a portfolio perspective, analysts say there is no significant geographic or product overlap between the two companies.
The Cambridge, UK-headquartered Anglo-Swedish drugmaker said it still hopes to complete the acquisition by this year’s third quarter. The boards of both companies have given their thumbs up and shareholders have approved. In addition to the US, the plans have also been greenlighted by antitrust authorities in Brazil, Canada, Russia and Japan, among others, although the EU and China have not yet weighed in.
Alexion is based in Boston, Massachusetts and rings up most of its sales in the US. It manages international operations from Switzerland. AstraZeneca has pitched the acquisition as a means to establish a strong presence in rare disease and immunology, supplementing its current focus on oncology and cardiovascular and metabolic diseases. The acquisition could potentially add five new products to its portfolio.
The FTC’s undiluted approval surprised observers who had expected higher hurdles under new US president Joe Biden, a Democrat. Some analysts had predicted that the commission’s leadership, which has hinted at more aggressive oversight of biopharma deals in particular would block the takeover or attach tougher conditions. Matches such as that of Bristol-Myers Squibb and Celgene have been blamed for high drug prices and anti-competitive behavior. This was the biggest biopharma M&A deal sealed in 2020.
Others speculate that the FTC could just let its UK counterpart – or another – do the work. Speaking to the US trade journal Fierce Pharma, a lawyer familiar with approval process tactics explained that the US agency has to convince a federal judge to block a merger, but its counterparts in other jurisdictions can do this on their own. If the CMA, for example, said the deal would hurt competition and blocked it, the US agency could avoid leaping through time-consuming judicial hoops.
Author: Dede Williams, Freelance Journalist
