The report provides a detailed understanding and analysis of how and why companies enter M&A deals. The majority of deals are acquisitions whereby the acquirer acquires the target company in a cash and/or equity transaction.
Merger and acquisition is a constant activity within the biopharma sector. In the past, biopharma companies have sought to merge or acquire competitor companies in order to achieve critical mass both in R&D and sales and marketing, thus ensuring continued growth and dominance in a highly competitive and global marketplace.
In 1987, the largest ten companies were responsible for approximately twelve percent of global pharmaceutical sales. By 2002, this figure had become nearly fifty percent. This concentration was principally due to big pharma mega mergers.
The rewards offered for the successful marketing and sale of a block buster drug are enormous, therefore it is not surprising to see big pharma seeking ways of maximizing returns. Licensing has often been a means of achieving such global presence, but increasingly big pharma has sought to acquire its way into the major pharmaceutical markets. Until recently the mega merger was a popular means of growing presence globally; however the last few years have seen a concentration on smaller acquisitions to bolster R&D pipelines.
This report focuses on M&A between big pharma-big pharma, big pharma – smaller company, big biotech-big biotech, big biotech – smaller company, and smaller company-smaller company, providing a detailed insight into all such deals.
This report contains links to M&A deal records since 2012 including where availale online copies of actual merger and acquisition contract documents as submitted to the Securities Exchange Commission by biopharma companies and their partners.
Contract documents provide the answers to numerous questions about a prospective partner’s flexibility on a wide range of important issues, many of which will have a significant impact on each party’s ability to derive value from the deal.
For example, analyzing actual company agreements allows assessment of the following:
What are the precise merger or acquisition terms agreed between the parties?
What is the plan of merger and how will it be implemented?
What is actually being acquired by the acquiring company?
What is the payment structure for the deal?
What are conditions of merger or acquisition?
What are the rights of shareholders and dissenters?
How are the key terms of the agreement defined?
How are IPRs handled and owned?
Who is responsible for what in the acquisition?
How is confidentiality and publicity managed?
Under what conditions can the deal be terminated?
Which boilerplate clauses does the company insist upon?
Which boilerplate clauses appear to differ from acquisition to acquisition?
Which jurisdiction does the company insist upon for agreement law?
The initial chapters of this report provide an orientation of M&A dealmaking and business activities. Chapter 1 provides an introduction to the report, whilst chapter 2 provides an analysis of the trends in M&A as well as a discussion on the merits of the type of deal.
Chapter 3 provides an overview of the structure of M&A deals. The chapter includes numerous case studies to enable understanding of M&A deals.
Chapter 4 provides a review of the leading M&A deals since 2012. Deals are listed by headline value. Where the deal has an agreement contract published at the SEC a link provides online access to the contract via the Current Agreements deals and alliances database.
Chapter 5 provides a review of the top 50 most active biopharma companies in M&A. Where the deal has an agreement contract published at the SEC a link provides online access to the contract via the Current Agreements deals and alliances database.
Chapter 6 provides a comprehensive review of M&A financials for deals announced since 2012, including headline value, providing both benchmark data and access to individual deal financials.
Chapter 7 provides a comprehensive and detailed review of M&A deals signed and announced since 2012 where a contract document is available. Each deal title links via Weblink to an online version of the actual contract document, providing easy access to each contract document on demand.
The report also includes numerous table and figures that illustrate the trends and activities in M&A deal making since 2012.
In addition, a comprehensive appendix is provided organized by M&A company A-Z, industry sector, therapeutic target, and deal type definitions. Each deal title links via Weblink to an online version of the deal record and where available, the contract document, providing easy access to each contract document on demand.
In conclusion, this report provides everything a prospective dealmaker needs to know about M&A partnering in the research, development and commercialization of technologies and products.
Chapter 1 – Introduction
Chapter 2 – Trends in M&A dealmaking
2.2. Difference between merger and acquisition deals
2.3. Trends in M&A deals since 2012
2.3.1. M&A dealmaking by year, 2012 to 2018
2.3.2. M&A dealmaking by industry sector, 2012 to 2018
2.3.3. M&A dealmaking by therapy area, 2012 to 2018
2.3.4. M&A dealmaking by most active company, 2012 to 2018
2.4. Key M&A trends
2.5. Option to acquire the new acquisition?
2.5.1. Case study 1: Cephalon – Ception
2.5.2. Case study 2: HertArt Aps – Vitrolife
2.6. When M&A can be useful
2.7. Attributes of M&A deals
2.7.1. M&A as an alternative to IPO
2.8. Partnering deals with M&A component
2.8.1. Partnering as a precursor to M&A
2.8.1.a. Case study 3: Celgene – VentiRx Pharmaceuticals
2.8.2. Equity as part of partnering deal
2.8.2.a. Case study 4: BioMarin – Catalyst Pharma Partners
2.8.2.b. Case study 5: Pfizer – Clovis Oncology
2.8.2.c. Case study 6: Tesaro – OPKO Health
2.8.3. Conversion of partnership to acquisition
2.8.4. But M&A is not always the route followed
2.9. Big pharma mega mergers – are we at the end of the road?
2.9.1. Growth of Johnson & Johnson through M&A
2.9.2. Growth of Novartis through M&A
2.10. Accessing innovation through M&A
2.10.1. Big pharma acquisitions of small companies
2.10.1.a. Case study 7: Abbott – Facet Biotechnology
2.10.1.b. Case study 8: Gilead Sceinces – Pharmasset
2.10.2. Medium and small biopharma – use of M&A
2.10.2.a. Case study 9: Allergan – MAP Pharmaceuticals
2.10.2.b. Case study 10: Reckitt Benckiser – Schiff Nutrition International
2.10.3. Using M&A to build a company
2.10.3.a. Case study 11: Shire – built from M&A
2.10.3.b. Case study 12: Zeneus - acquiring a ready-made European capability
2.10.3.c. Case study 13: Novartis – from pure pharma to half generic
2.10.4. Emergence of biotech-biotech mergers
2.10.4.a. Case study 14: Merger between Biogen and Idec
2.10.4.b. Case study 15: Amgen acquisition activity
2.11. The emerging role of private equity in M&A
2.12. Implementing M&A transactions
2.13. Joint ventures as alternative to M&A
2.14. The future of M&A in biopharma
Chapter 3 – Overview of M&A deal structure
3.2. Pure versus multi-component acquisition deals
3.3. Pure M&A agreement structure
3.3.1. Example acquisition agreements
3.3.1.a. Case study 16: Allergan - SkinMedica
3.4. Acquisition as part of a wider alliance agreement
3.4.1. Example acquisition option clauses
3.4.1.a. Case study 17: MGI Pharma – AkaRx
3.5. Merger agreements
3.5.1. Example merger agreements
3.5.1.a. Case study 18: Synergy Pharmaceuticals – Callisto Pharmaceuticals
Chapter 4 – Leading M&A deals
4.2. Top M&A deals by value
Chapter 5 – Top 50 most active M&A dealmakers
5.2. Top 50 most active M&A dealmakers
Chapter 6 – M&A contract directory 2012- 2018
6.2. M&A deals with contracts 2012 to 2018
Appendix 1 – M&A deals by company A-Z
Appendix 2 – M&A deals by industry sector
Appendix 3 – M&A deals by therapy area
Appendix 4 –Deal type definitions
Table of Figures
Figure 1: Definition of merger and acquisition
Figure 2: Trends in M&A deal announcements, 2012 to 2018
Figure 3: MA& deals by industry sector, 2012 to 2018
Figure 4: M&A deals by therapy area, 2012 to 2018
Figure 5: Top 50 most active M&A dealmakers, 2012 to 2018
Figure 6: Key recent M&A trends – 2012 to present
Figure 7: Situations where M&A can prove useful
Figure 8: Recent partnering deals involving equity participation in the licensor
Figure 9: Equity investments converting to acquisitions
Figure 10: Johnson & Johnson’s growth through M&A
Figure 11: Novartis’s growth through M&A since 2000
Figure 12: Shire’s M&A history
Figure 13: Amgen’s biotech-biotech acquisition trail
Figure 14: Recent private equity M&A activity
Figure 15: Issues in implementing M&A agreements
Figure 16: Recent joint venture agreements
Figure 17: Recent joint ventures in the biopharma sector
Figure 18: Future trends in M&A in biopharma
Figure 19: Components of the acquisition deal structure
Figure 20: Components of the merger deal structure
Figure 21: Top M&A deals by value 2012 to 2018
Figure 22: Most active M&A dealmakers 2012 to 2018