Executive Summary
In 2025, the life sciences sector remains a focus for antitrust agencies globally, especially as governments focus on access, pricing, and innovation. In the United States, the FTC has actively challenged transactions such as GTCR’s acquisition of Surmodics and Edwards Lifesciences’ acquisition of JenaValve, citing concerns over market concentration, innovation loss, and pricing impacts. These cases reflect the FTC’s reliance on the 2023 Merger Guidelines and its evolving stance on remedies, emphasizing structural presumptions and the need for adequate divestitures.
In the United Kingdom, the Competition and Markets Authority (CMA) has adopted a more pragmatic and proportionate approach to merger review under the Labour government’s pro-investment agenda. The CMA’s new “4Ps” framework—pace, predictability, proportionality, and process—aims to streamline merger assessments and reduce regulatory burdens. While the CMA remains vigilant in cases with a clear UK nexus, especially those impacting the NHS, it has shown increased openness to remedies and a reduced appetite for marginal or novel theories of harm.
Across the European Union, the European Commission (EC) and national competition authorities (NCAs) have expanded their jurisdictional reach to address perceived underenforcement of “killer acquisitions”. The EC’s 2024 Lear Report highlighted gaps in merger control, prompting increased scrutiny of below-threshold transactions and non-M&A deal structures. Member States have adopted “call-in” powers and value-based thresholds to capture early-stage deals, while the EC has leveraged its antitrust toolkit to investigate conduct post-acquisition, such as Zoetis’ termination of an acquired pipeline asset after closing. These developments reflect a broader trend toward protecting innovation and addressing competitive risks in emerging therapeutic areas.
Life sciences conduct enforcement remains a priority across jurisdictions, with regulators targeting pricing abuses, exclusionary practices, and IP system manipulation. In the U.S., the FTC has pursued actions against PBMs and pharmaceutical companies for rebate walls, product hopping, and reverse-payment settlements. The UK CMA continues to investigate excessive pricing and novel conduct, such as disparagement, while aligning with international enforcement efforts. In the EU, the EC has shifted focus to non-pricing conduct, such as “gaming” the IP system and competitor disparagement, with recent fines and dawn raids signaling heightened vigilance. Collectively, these trends underscore the need for life sciences companies to develop robust compliance strategies that address increasingly complex and interconnected regulatory landscapes.
For more, please see Freshfields’ in-depth 2025 review here.
