FTC Approves Merger of Pfizer’s Upjohn and Mylan N.V., with Caveats

The Federal Trade Commission (FTC) has resolved its antitrust concerns over combining the Upjohn division of Pfizer Inc. and Mylan N.V. and, after a public comment period, is allowing the deal to move ahead. Yesterday, the FTC announced that it approved a final order greenlighting the transaction and settling charges it lodged against the parties in an October 2020 complaint. 

The pharmaceutical companies proposed that Pfizer would sell its Upjohn division—which is home to Pfizer’s authorized generic business, Greenstone, LLC—and combine it with Mylan to form Viatris Inc. The agency’s final order requires the parties to divest rights and assets in seven generic drug markets that the FTC identified as likely to suffer competitive harm as a result of the transaction. The approval is also contingent on Upjohn, Mylan, or Viatris’ agreement to first obtain permission from the FTC before gaining an interest in or exercising control over any third party’s rights in the three future generic drug markets where harm is likely.

The FTC’s October press release explained that it took issue with a total of ten future generic markets potentially impacted by the consolidation. In particular, the FTC’s complaint alleged that the proposed combination would harm current domestic competition in seven product markets by reducing the number of existing suppliers. In addition, for three other product markets, the FTC determined that “the proposed combination would delay or eliminate a likely entrant, reducing the likelihood that prices would decrease in the future…”

The FTC voted to approve the final order 3-2 with Chairwoman Rebecca Kelly Slaughter and Commissioner Rohit Chopra voting no.