AbbVie's $550M Acquisition of Soliton Faces FTC Scrutiny

Compiled by 丨 Fan Dongdong

In May this year, Allergan Aesthetics, a subsidiary of AbbVie, announced that it would acquire Soliton for approximately $550 million. However, according to documents filed by Soliton with the U.S. Securities and Exchange Commission (SEC) on August 6, the U.S. Federal Trade Commission (FTC) has recently requested both companies to provide additional information regarding the acquisition.

In a filing submitted to the SEC, Soliton stated that the company and AbbVie will "continue to cooperate with FTC staff in reviewing this acquisition." Additionally, both companies hope to maintain the originally scheduled transaction timeline, with AbbVie and Soliton expecting the deal to close in the second half of 2021.

Under the initial terms of the transaction between the two companies, Allergan will pay $22.60 per outstanding share of Soliton. The key asset in this sale is Soliton's RESONIC, a novel technology platform that utilizes non-invasive high-frequency acoustic waves to disrupt target cell structures and connective tissue. Previously, the U.S. Food and Drug Administration (FDA) granted 510(k) clearance for this therapy for the temporary improvement in the appearance of cellulite and skin, as well as for laser tattoo removal, among other indications.

At the time, Carrie Strom, Senior Vice President of AbbVie and Global President of Allergan Aesthetics, stated, "The significant unmet need for addressing cellulite remains, and there is a lack of effective treatment options available to consumers on the market. Soliton's technology provides a completely new non-invasive approach with clinically proven results to reduce the appearance of cellulite, without requiring additional downtime for patients."

In May 2020, AbbVie announced the completion of its $63 billion acquisition of Allergan, which was also officially renamed Allergan Aesthetics. Rebecca Kelly Slaughter, Acting Chair of the FTC, stated that AbbVie’s large-scale acquisition of Allergan is among the recent pharmaceutical transactions subject to heightened scrutiny by the agency. In addition to facing setbacks in its acquisition of Soliton, just last week, AbbVie returned the rights to another product it acquired during the Allergan deal. AbbVie announced the termination of its licensing and collaboration agreement with Molecular Partners for the ophthalmic drug abicipar pegol, stating that it will return all rights to abicipar pegol to Molecular.

Just one month after receiving a rejection from the FDA, AbbVie announced in July 2020 the withdrawal of its marketing authorization applications for the ophthalmic drug abicipar pegol, which had been submitted to the European Medicines Agency (EMA) and Japan’s Pharmaceuticals and Medical Devices Agency (PMDA). Following AbbVie’s return of the rights to the ophthalmic drug abicipar pegol to Molecular, the company stated that it plans to establish a special committee to assess and determine the next steps for the drug’s development. Molecular believes that improvements to its manufacturing process and formulation can overcome the inflammation issues encountered during the FDA review.

In addition to acquiring Soliton in the medical aesthetics sector, AbbVie has also expanded its strategic footprint across other fields to broaden its product portfolio. For instance, the company recently acquired TeneoOne, a subsidiary of TeneoBio, along with its lead candidate TNB-383B (a BCMA/CD3 bispecific antibody), thereby expanding its presence in the treatment of hematologic malignancies. Furthermore, AbbVie and Calico Life Sciences are expanding their cutting-edge collaboration to develop novel therapies for age-related diseases, including neurodegenerative diseases and cancer.

According to the mid-2021 financial report released by AbbVie, net revenue for the first half of 2021 reached USD 26.969 billion, representing a year-on-year increase of 41.6%. Adjusted net revenue stood at USD 26.894 billion, with net income reaching USD 4.319 billion, up 90.1% year-on-year. Among these figures, net revenue from the medical aesthetics business, primarily driven by Allergan Aesthetics, amounted to USD 2.575 billion.

Source: AbbVie's Soliton Acquisition Hits a Snag as FTC Increases Scrutiny