Seagen, Pfizer receive Second Request from FTC regarding merger

As previously disclosed, on March 12, 2023, Seagen (SGEN) entered into an Agreement and Plan of Merger by and among the company, Pfizer (PFE) and Aris Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pfizer. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the company, with the company surviving the Merger as a wholly owned subsidiary of Pfizer. On July 14, 2023, the company and Pfizer each received a request for additional information and documentary materials from the Federal Trade Commission in connection with the FTC’s review of the Merger. The effect of a Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, until 30 days after the company and Pfizer each have substantially complied with the Second Request issued to it, unless that period is terminated sooner by the FTC. The parties expect to promptly respond to the Second Requests and to continue to work cooperatively with the FTC in its review of the Merger. Completion of the Merger remains subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction or waiver of the other closing conditions specified in the Merger Agreement. In addition, as previously disclosed, on June 1, 2023, the Company and Pfizer referred the Merger to the European Commission (the “EC”) for review under Article 4(5) of the EU Merger Regulation. On June 23, 2023, the EC accepted jurisdiction as a result of such referral and receipt of approval from the EC for the Merger has become a condition for the closing of the Merger. The Company continues to expect that the Merger will be completed in late 2023 or early 2024, subject to the fulfillment of customary closing conditions, including receipt of required regulatory approvals.