Allergan Aesthetics completes $550M Soliton buy following FTC probe

Months after Allergan Aesthetics’ proposed purchase of Soliton hit a snag—in the form of a deeper probe into the pending acquisition by the Federal Trade Commission (FTC)—AbbVie’s medical aesthetics division has gotten the go-ahead to complete the buy.

The pair sealed the deal Thursday, folding Soliton’s flagship Resonic device to remove tattoos and lessen the appearance of cellulite into Allergan’s portfolio. That portfolio, which became part of AbbVie in a $63 billion merger completed in May 2020, already includes Botox, Juvederm and CoolSculpting among a host of other aesthetics-focused products.

In the acquisition, Allergan paid $22.60 in cash for each of Soliton’s outstanding shares, for a total price of $550 million. In its last day of trading as a standalone public company, Soliton’s stock reached almost that point, closing Dec. 15 at $22.58.

“We welcome the Soliton team to Allergan Aesthetics and the opportunity to offer healthcare providers and their patients a new, noninvasive option to reduce the appearance of cellulite,” said Carrie Strom, Allergan’s global president and senior vice president of AbbVie. “In a recent survey of aesthetics consumers, cellulite was cited as a top-five aesthetic concern, and this technology offers a new approach to treatment.”

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The deal was able to proceed after the time limit expired on the FTC’s closer review of the proposal. In August, several months after Allergan and Soliton’s May announcement of their intent to combine, the antitrust watchdog made a so-called “second request” to the companies for additional information about the acquisition.

According to documents filed with the Securities and Exchange Commission at the time, after initially notifying regulators of the acquisition plans, Allergan and Soliton voluntarily agreed to give the FTC more time to review the plans. By the end of the subsequent 30-day review period, however, the FTC needed still more time, leading to the formal second request and another extension to the review period.

The duo said at the time that it would “continue to work cooperatively” with the bureau—and, evidently, it held up its end of the agreement. According to an 8-K form Soliton filed Dec. 14, the FTC had 30 days after Allergan and Soliton “certified substantial compliance” with the probe; that waiting period ended Dec. 13 with no further requests from the agency.

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The regulatory speed bump came amid the FTC’s promise to ramp up its scrutiny of acquisitions that could be potentially anticompetitive. That renewed fervor was sparked by a host of recent megamergers, including the one that brought Allergan under the AbbVie umbrella.