Amgen/Horizon: FTC Prepares to Sue to Block $27.8 Billion Pharmaceutical Transaction

Published on May 15, 2023

The FTC is preparing to sue to block Amgen’s (AMGN) proposed $27.8 billion acquisition of Horizon Therapeutics (HZNP), sources familiar with the matter said.

The agency’s three sitting Democratic commissioners, who met on Friday in a closed-door meeting to discuss the case, are set to vote on it this week, the sources said.

While it couldn’t be determined what the basis of the FTC suit is, agency attorneys have been looking intoAmgen’s track record of raising drug prices and allegedly shielding its products from competition. The staff has been considering whether Amgen’s purchase of Horizon, a developer of treatments for rare autoimmune and severe inflammatory diseases, would reinforce this conduct, raising profits and limiting drug choices at the expense of patients.

The deal, which the companies announced in December, presented the FTC Chair Lina Khan her first opportunity with a major pharmaceutical merger to expand the traditional analysis of sector tie-ups beyond solely an examination of overlapping products to issues such as past alleged conduct.

Throughout the review process, the companies have stuck to their guidance of closing the transaction by June 30. The companies have scheduled a May 22 hearing at the Irish High Court to discuss the mechanics of the deal’s financing. The companies’ move to close the deal soon effectively gave the agency only three-and-a-half months after issuing second requests to Amgen and Horizon on January 30 to complete its investigation.

“We are not aware of any decision made by the commission,” an Amgen spokesperson said. “We will provide any appropriate updates when we have more information.”

An FTC spokesperson declined to comment. A Horizon spokesperson didn’t respond to a request for comment.

Rival drugmaker has accused Amgen of giving pharmacy benefit managers (PBMs) rebates on blockbuster drugs such as Enbrel, a rheumatoid arthritis treatment, and psoriasis medication Otezla in exchange for getting good placement for Amgen’s cholesterol drug Repatha on PBM “formularies,” which list the drugs covered by PBM plans. Amgen has denied any wrongdoing in the case.

Khan has been critical of pharmaceutical companies’ rebate practices, saying they discourage PBMs from including lower-cost rival medications on their formularies.

Amgen also was one of the drugmakers that was the subject of a critical 2021 report by Democrats on the House Committee on Oversight and Reform that discussed the companies price hikes on Enbrel and Sensipar, a drug for treating complications caused by chronic kidney disease.