Nestlé S.A. (SWX:NESN) entered into an asset purchase agreement to acquire Zenpep and Viokace from Allergan plc (NYSE:AGN) on January 27, 2020. In related transaction, AstraZeneca (NYSE:AZN) agreed to acquire brazikumab from Allergan on January 27, 2020. Nestlé will take ownership of Zenpep upon closing the transaction, with customary transition support from Allergan plc. Nestlé also will be acquiring Viokace, another pancreatic enzyme preparation, as part of the same transaction. The closings of the divestitures 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.

On March 17, 2020, Allergan and AbbVie have entered into a consent decree agreement with staff of the U.S. Federal Trade Commission (FTC) regarding AbbVie's pending acquisition of Allergan. Under the terms of the consent decree, the companies have agreed to divest brazikumab and Zenpep. The consent decree, including the proposed purchasers, remains subject to further review and approval by the Commissioners of the FTC. The deal is expected to be finalized concurrent with the merger of Allergan and AbbVie. The closing of the Allergan and AbbVie transaction is expected in the first-quarter of 2020. As on March 17, 2020, Allergan and AbbVie anticipate closing in May 2020.

Jonathan L. Davis, Eric L. Schiele, Sophia Hudson, and James F. Hurst of Kirkland & Ellis LLP and Andrew Bab, Jennifer Chu, Sue Meng, Thomas Schürrle, Molly Stockley, Gary Friedman, Jonathan Lewis, Henry Lebowitz and Paul Rubin of Debevoise & Plimpton LLP acted as legal advisors to Allergan plc. David Carpenter, John Boelter, Reb Wheeler, Joseph Mahoney, Richard Assmus, Remmelt Reigersman, Elizabeth Mann, Mark Ryan, Adam Hudes and Meytal McCoy of Mayer Brown acted as legal advisor to Nestlé.

Nestlé S.A. (SWX:NESN) completed the acquisition of Zenpep and Viokace from Allergan plc (NYSE:AGN) on May 11, 2020.