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FTC seeks more data to clear Bristol-Myers/Celgene $95B megamerger

The U.S. Federal Trade Commission requested additional information related to Bristol-Myers Squibb Co.'s proposed $95 billion acquisition of Celgene Corp.

New York-based Bristol-Myers and Summit, N.J.-based Celgene said in an SEC filing that the FTC's review is focused on the marketed and pipeline products for treating psoriasis.

Celgene's psoriasis treatment Otezla booked fourth quarter 2018 revenue of $448 million, representing year-over-year growth of 21%. Bristol-Myers' psoriasis drug candidate BMS-986165 succeeded in a mid-stage trial in September 2018, reducing the severity of the disease. Credit Suisse noted that both companies also have a few psoriasis treatments in phase 1 development.

The companies received the FTC's request under the Hart-Scott-Rodino Antitrust Improvements Act, clearance of which is one of the conditions required for completion of the merger.

The companies said they will work with the FTC to show that the merger will not harm competition and that they still expect the tie-up to be completed during the third quarter, subject to conditions.

Credit Suisse said the FTC's request is unlikely to cause issues for the deal's closure.

"We would be surprised if the overlap between [Bristol-Myers'] and [Celgene's] portfolios is too much for the FTC to get comfortable with," Credit Suisse analysts said.

The megamerger has been opposed by certain shareholders on grounds of a patent cliff threatening Celgene's leading cancer drug Revlimid and a belief that the transaction will eat into Bristol-Myers' revenue in the future.

Bristol-Myers and Celgene will seek shareholder approval for the deal April 12.

The transaction, which was announced in January, has also drawn scrutiny from two members of Congress who have raised concerns about the deal's impact on competition.