After securing clearance in seven jurisdictions, including successfully defending against a Federal Trade Commission challenge, Amgen closed its $27.8 billion acquisition of Horizon Therapeutics on October 6, completing the largest acquisition in its history.
S&C advised Amgen on U.S. antitrust and non-U.S. competition matters and coordinated the global regulatory processes, which included filings and notifications in seven jurisdictions. Five months after Amgen announced the deal in December 2022, the FTC and six states filed lawsuits in Illinois federal court to block the acquisition. S&C defended Amgen in the litigation and led negotiations with the FTC and the state plaintiffs. On September 1, the parties reached a consent order, ending all litigation. The European competition team secured all necessary approvals outside the United States, including merger control clearance in Germany and Austria while avoiding an Article 22 referral to the European Commission despite a third party complainant.
The transaction was implemented pursuant to a scheme of arrangement governed by the Irish Takeover Code. In connection with signing of the transaction agreement, Amgen entered into a bridge credit agreement that provided for a $28.5 billion bridge credit facility. The commitments under the bridge credit agreement were later replaced by commitments under a term loan credit facility, which provided for a $4 billion term loan credit facility and the issuance and sale of senior notes with net proceeds of approximately $23.8 billion.
S&C has counseled Amgen for nearly two decades, including advising on its $13.4 billion purchase of the worldwide rights to Otezla and its $9.7 billion acquisition of Onyx Pharmaceuticals.
The antitrust team was led by Renata Hesse and Samantha Hynes in the United States, Juan Rodriguez in London and Michael Rosenthal in Brussels, supported by Karl Bock, Marielena Doeding, Kolja Ortmann and Daniel Richardson.
Frank Aquila and Mimi Wu led the M&A team, which also included Spencer Nord, Andrew Kim, Rachel Weiss and Molly Mueller. Ben Perry and Catherine McLaughlin advised on Takeover Code and corporate law matters. Ari Blaut, Presley Warner, Matthew Squire, Dermot Costello, Hannah Cockle and Giada Ginevra Tagliabue advised on financing matters. Heather Coleman, Rebecca Rabinowitz and Matt Nisi advised on executive compensation and benefits matters. Davis Wang, HyunKyu Kim and Stephen Profeta advised on tax matters. Cathy Clarkin advised on securities matters. Adam Paris, Suhana Han, Nick Menillo and Alexa Cover advised on litigation matters. Nader Mousavi, Rachel Yu, KJ Lim, Jamie Chang, Elizabeth Levin and Elianne Schiff advised on intellectual property matters. Rob Schlein advised on real estate matters.