Warner Chilcott Ltd.

The consent decree, including the proposed purchasers, remains subject to further review and approval by the Commissioners of the FTC. AbbVie and Allergan are closer to completing the $63 billion merger of the two companies. On Tuesday, the companies announced they entered into a consent decree agreement with the Federal Trade Commission that commits them to a previously announced divestiture of products ahead of the merger. Late Tuesday, AbbVie ad Allergan said they signed the agreement with the FTC confirming the sale of products to AstraZeneca and Nestle. In January, AbbVie and Allergan announced they planned to divest brazikumab, an investigational IL-23 inhibitor, to AstraZeneca and Zenpep, a treatment for exocrine pancreatic insufficiency due to cystic fibrosis and other conditions, to Nestle. Additionally, Nestle will also acquire Viokace, another pancreatic enzyme preparation as part of the deal. Under the terms announced in January, AstraZeneca would regain the global rights to brazikumab. The two companies had a licensing agreement for the IL-23 inhibitor, but in order to meet the demands of regulators over concerns of a monopoly, the companies terminated that licensing agreement, which causes the drug to revert back to AstraZeneca. Brazikumab is in Phase IIb/II development for Crohn’s Disease and in Phase II development for ulcerative colitis. Mene Pangalos, head of BioPharmaceuticals R&D at AstraZeneca, said at the time the deal was announced that the company was pleased to have the asset back in its fold to support its expanding presence in immunology. hbspt.cta.load(4413123, '92ebc33d-a4a8-4c10-b41e-a52c39dc69ea', {}); Greg Behar, chief executive officer of Nestlé Health Science, said that the acquisition of Zenpep is a strategic decision that will enhance the company’s growing medical nutrition portfolio. When the divestiture was announced in January, financial deals were not disclosed, but analysts pegged the value at about $1 billion. The consent decree, including the proposed purchasers, remains subject to further review and approval by the Commissioners of the FTC. Earlier this month, the European Commission gave the green light to the merger agreement. The EC’s support of the deal was contingent on the divestiture of these assets. The two companies anticipate closing the deal in May 2020. While the companies are looking toward May to finalize the merger, some consumer groups have been vocal in their criticism of the two companies joining forces. The groups opposed to the merger of the companies have raised concerns over the creation of a monopoly that will stifle competition in the immunology market. The argument centers on brazikumab. The organizations argue that even with the divestiture of brazikumab, AbbVie and its powerhouse asset Humira dominate the immunology market through “a variety of exclusionary tactics to hamper rivals.” Even though the company has divested a potential rival to Humira to AstraZeneca, there is a chance that the drug, which is still in clinical trials, could fail and never make it to market as an alternative treatment.

As AbbVie and Allergan near completion of the $63 billion merger, the two companies are shedding some assets in order to meet demands of regulators over concerns of a monopoly. As AbbVie and Allergan near completion of the $63 billion merger , the two companies are shedding some assets in order to meet demands of regulators over concerns of a monopoly. This morning, AbbVie and Allergan announced plans to divest two assets , one to AstraZeneca and one to Nestle. U.K.-based AstraZeneca will regain the global rights to brazikumab, an investigational IL-23 inhibitor currently in Phase IIb/II development for Crohn’s Disease and in Phase II development for ulcerative colitis. The two companies have terminated their existing licensing agreement ahead of the merger, which brings all rights back to AstraZeneca. “We’re pleased to bring brazikumab back into the AstraZeneca pipeline. With our expanding presence in immunology, there is an opportunity to address a significant unmet need in inflammatory bowel diseases where the majority of patients are unable to achieve clinical remission with current treatment options,” Mene Pangalos, head of BioPharmaceuticals R&D at AstraZeneca said in a statement. Nestle will acquire Zenpep (pancrelipase), a treatment for exocrine pancreatic insufficiency due to cystic fibrosis and other conditions. Nestle will also acquire Viokace, another pancreatic enzyme preparation, as part of the same transaction, the companies said. Greg Behar, chief executive officer of Nestlé Health Science, said that the acquisition of Zenpep is a strategic decision that will enhance the company’s growing medical nutrition portfolio. hbspt.cta.load(4413123, '92ebc33d-a4a8-4c10-b41e-a52c39dc69ea', {}); “This is a significant opportunity for our business in the United States to add a complementary product to our existing range of nutrition products that support food ingestion, digestion and absorption. We have extensive experience in Zenpep’s therapeutic areas of digestive diseases through our medical nutrition business and will leverage those capabilities as we grow this new business,” Behar said in a statement . Financial details of the divestiture were not disclosed in the announcement, but analysts told Reuters that the sale is worth more than $1 billion . Zenpep, the asset acquired by Switzerland-based Nestle, had sales of $237 million in 2018, Reuters noted. Richard A. Gonzales, chairman and chief executive officer of AbbVie, said the agreements with Nestle and AstraZeneca represent a “significant progress” toward the completion of the company’s acquisition of Allergan, which he had described as “transformational” when the deal was first announced in June 2019. The combined companies will have several strong franchises across immunology, hematologic oncology, medical aesthetics, neuroscience, women’s health, eye care and virology. Gonzales said the combined companies will be “well-positioned” to continue providing a broad portfolio of innovative therapies to patients. The closings of the acquisitions of brazikumab and Zenpep are contingent upon receipt of U.S. Federal Trade Commission and European Commission approval, closing of AbbVie’s pending acquisition of Allergan and the satisfaction of other customary closing conditions, the companies said. On Jan. 10, AbbVie and Allergan received conditional approval of the transaction by the European Commission, subject to the approved divestiture of brazikumab and other conditions. The merger is expected to be finalized sometime in the first quarter of 2020. Selling off assets to meet regulatory demands ahead of the merger of companies of significant size is not uncommon. Before merging with Bristol-Myers Squibb, Celgene sold off its psoriasis and psoriatic arthritis drug Otezla to Amgen for $13.4 billion. “Today, we move another step closer to completing AbbVie’s acquisition of Allergan. Allergan’s commercial and R&D teams have invested so much of themselves into the development of brazikumab and the commercialization of Zenpep, and these divestiture agreements will enable that work to continue following the close of our planned acquisition,” said Brent Saunders, chairman and CEO of Allergan. Earlier this month, AbbVie and Allergan announced plans or a new, stand-alone company called Allergan Aesthetics that will include Allergan’s blockbuster aesthetics treatment Botox as a tent pole.

ST. DAVID'S, Bermuda, March 14 /PRNewswire-FirstCall/ -- It is with a profound sense of loss that Warner Chilcott Limited reports today that Mr. James G. Andress, a director of the Company, died on Tuesday, March 11, 2008. Roger Boissonneault, Chief Executive Officer, President and Director of Warner Chilcott Limited, issued the following statement: "We report the loss of Jim Andress with great sadness. Jim was instrumental in the development of this Company. His thoughtful guidance and counsel will be sorely missed. Our deepest sympathies go out to Jim's family." Mr. Andress was appointed to the Company's board of directors in August of 2006, and at the time of his passing he also served as the co-chairman of the audit committee of the board of directors. Mr. Andress was a former Chairman of the Pharmaceuticals Group, Beecham Group, plc, former Chairman, Healthcare Products and Services of SmithKline Beecham, plc and former President and Chief Operating Officer of Sterling Drug, Inc. From 1996 to 2000, Mr. Andress served as Chairman and Chief Executive Officer of Warner Chilcott PLC (acquired by the Company's predecessor in September 2000). Mr. Andress also served on the board of directors of Sepracor, Inc., XOMA Ltd. and Allstate Insurance Company. About Warner Chilcott Warner Chilcott is a leading specialty pharmaceutical company currently focused on the women's healthcare and dermatology segments of the U.S. pharmaceuticals market. We are a fully integrated company with internal resources dedicated to the development, manufacturing and promotion of our products. WCRX-G Read more on CONTACT: Rochelle Fuhrmann, Investor Relations, +1-973-442-3281, or rfuhrmann@wcrx.com, Warner Chilcott Limited Web site: