FTC Order Prevents Anticompetitive Effects from Pfizers Acquisition of Wyeth

The Federal Trade Commission today announced a settlement resolving its extensive investigation of Pfizer Inc.’s proposed $68 billion acquisition of Wyeth and requiring significant divestitures to preserve competition in multiple U.S. markets for animal pharmaceuticals and vaccines. The proposed consent order remedies the anticompetitive effects the Commission believes are likely to result from the transaction in numerous markets for animal health products. After a thorough investigation, the Commission concluded that the transaction does not raise anticompetitive concerns in any human health product markets.

The Commission issued a statement, which can be found as a link to this press release and on the agency’s Web site, explaining that FTC staff thoroughly investigated both numerous potential overlaps where the companies may compete against each other in the human pharmaceutical area, and the transaction’s broader impact on incentives to innovate and marketing practices. The evidence demonstrated that the transaction likely would not harm consumers in any prescription drug market where the companies currently overlap, reduce incentives to innovate, create intellectual property barriers, or allow Pfizer to engage in anticompetitive marketing practices.

“The Commission’s extensive investigation and commitment of resources in this matter reflects its dedication to ensuring that pharmaceutical markets are competitive and that consumers have access to innovative and affordable medications,” the FTC’s statement explained. “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. ”

According to the FTC’s complaint, Pfizer’s acquisition of Wyeth would violate federal law by reducing competition in several U.S. markets for the manufacture and sale of animal vaccines and animal pharmaceutical products. A description of each product, its uses, and the market shares held by Pfizer and Wyeth can be found in the Analysis to Aid Public Comment on the FTC consent order at http://www.ftc.gov/os/caselist/0910053/091014pwyethanal.pdf.

The complaint charges that the proposed transaction likely would harm competition in each of the relevant markets by reducing the number of suppliers and leaving veterinarians and other animal health product customers with limited options. Without the competition provided by Pfizer and Wyeth in these markets, customers are more likely to see prices rise, according to the complaint. The complaint further alleges that the entry of new competitors in these markets would not be timely, likely, nor sufficient to offset the loss of competition, and that the transaction would increase the likelihood that Pfizer could act on its own or with other companies to raise prices.

Under the terms of the FTC’s proposed consent order, Pfizer has agreed to sell approximately half of Wyeth’s Fort Dodge U.S. animal health business to Boehringer Ingelheim Vetmedica, Inc., within 10 days of the acquisition. The Fort Dodge assets to be sold include vaccines for cattle, dogs, and cats, and other pharmaceutical products used in treating cattle, dogs, cats, and horses. Pfizer will also sell its horse vaccines to Boehringer Ingelheim.

The order also requires Pfizer to provide some key services to Boehringer Ingelheim on an interim basis to ensure it is able to compete after the deal is completed, and to provide the necessary regulatory approvals, brand names, marketing materials, customer contracts, and other assets needed to market the products in the United States. In addition, Pfizer will return its exclusive distribution rights for a product to treat tapeworms in horses to Virbac S.A., the manufacturer of the product, to restore competition in the market for that product.

Throughout the course of the FTC’s investigation, staff communicated and cooperated with their counterparts in the European Commission’s Competition Directorate (EC), and the competition authorities in Canada, Australia, Mexico, New Zealand, and South Africa that also are reviewing, or already have reviewed, this proposed merger.

The Commission vote approving the proposed consent order was 2-0, with Commissioners Pamela Jones Harbour and William E. Kovacic recused. The order will be subject to public comment for 30 days, until November 16, 2009, after which the Commission will decide whether to make it final. Comments should be sent to: FTC, Office of the Secretary, 600 Pennsylvania Ave., N.W., Washington, DC 20580. To submit a comment electronically, please click on: https://public.commentworks.com/ftc/pfizerwyeth.

NOTE: A consent agreement is for settlement purposes only and does not constitute an admission of a law violation. When the Commission issues a consent order on a final basis, it carries the force of law with respect to future actions. Each violation of such an order may result in a civil penalty of $16,000.

Copies of the complaint, consent order, and an analysis to aid in public comment can be found on the FTC’s Web site at http://www.ftc.gov and also from the FTC’s Consumer Response Center, Room 130, 600 Pennsylvania Avenue, N.W., Washington, D.C. 20580. The FTC’s Bureau of Competition works with the Bureau of Economics to investigate alleged anticompetitive business practices and, when appropriate, recommends that the Commission take law enforcement action. To inform the Bureau about particular business practices, call 202-326-3300, send an e-mail to antitrust@ftc.gov, or write to the Office of Policy and Coordination, Room 383, Bureau of Competition, Federal Trade Commission, 600 Pennsylvania Ave, N.W., Washington, DC 20580. To learn more about the Bureau of Competition, read “Competition Counts” at http://www.ftc.gov/competitioncounts.

(FTC File No. 091-0053)
(Pfizer-Wyeth.final.wpd)