2nd UPDATE: FTC Clears Pfizer-Wyeth Deal, With Conditions
October 14 2009 - 4:24PM
Dow Jones News
The U.S. Federal Trade Commission on Wednesday cleared Pfizer
Inc.'s (PFE) $68 billion deal to acquire rival Wyeth (WYE), but
required the companies to divest assets in the animal-health market
as a condition of government approval.
With the FTC's clearance, Pfizer said it expects to close the
transaction on Thursday.
The FTC said the divestitures will protect competition in the
market for animal vaccines and other animal health products.
The commission found no competitive concerns about the merger's
effect on human-health products, saying the deal likely wouldn't
harm consumers in any prescription drug market. The FTC said the
two companies' product portfolios were highly complementary.
The Pfizer-Wyeth deal, announced in January, received approval
from the European Commission in July.
Jeffrey Kindler, Pfizer's chairman and chief executive, said in
a statement that the company was pleased to have received all the
necessary regulatory approvals and looked forward to combining the
two companies.
The FTC said Wednesday that it devoted extensive resources to
investigating the merger. Notably, the commission published a
five-page statement explaining how it evaluated the deal, saying
the framework would guide the commission's approach to future
drug-company mergers.
"Although the commission, based on the evidence gathered,
determined that this transaction did not raise anticompetitive
concerns in the markets for human pharmaceuticals, the commission
remains dedicated to ensuring that pharmaceutical markets are
competitive," the FTC said.
In addition to examining Pfizer and Wyeth's overlapping
products, the commission said it took a big-picture approach that
looked at whether the merger would harm competition broadly,
including whether it would decrease drug research generally or slow
the pace of innovation.
"The evidence demonstrates that it will not," the FTC said.
On the issue of overlaps, the commission said it paid particular
attention to the companies' treatments for Alzheimer's disease.
Pfizer markets the leading Alzheimer's drug Aricept, while Wyeth
has several products in development. The FTC said it concluded the
overlap was not a threat to competition in that market.
As part of its settlement with the FTC, Pfizer has agreed to
sell half of Wyeth's Fort Dodge U.S. animal-health business to
Boehringer Ingelheim Vetmedica, Inc., within 10 days of the
acquisition.
Pfizer and Wyeth announced the animal-health agreement with
Boehringer Ingelheim last month.
Assets to be sold include vaccines for cattle, dogs and
cats.
New York-based Pfizer already was the world's largest
prescription pharmaceutical company, with $48.3 billion in revenue
for 2008. Wyeth, based in Madison, N.J., totaled $23 billion in
revenue last year.
In a somewhat unusual scenario, only two of the four FTC
commissioners participated in the vote to clear the merger.
Commissioners William Kovacic and Pamela Jones Harbour were
recused. An FTC spokesman said commissioners do not provide
explanations for their recusals.
-By Brent Kendall, Dow Jones Newswires; 202-862-9222;
brent.kendall@dowjones.com
(Peter Loftus contributed to this article.)