Abstract
The Merger and Acquisition Agreements in Pharma, Biotech and Diagnostics
report provides comprehensive understanding and unprecedented access to the
merger and acquisition (M&A) agreements entered into by the worlds leading
biopharma companies.
Fully revised and updated, the report provides details of merger and
acquisition agreements from 2003 to end 2008.
The report provides a detailed understand and analysis of how and why
companies enter merger and acquisition deals. The majority of deals are
acquisitions whereby the acquirer acquires the target company in a cash and/or
equity transaction.
Understanding the flexibility of a prospective partner' s negotiated deals
terms provides critical insight into the negotiation process in terms of what
you can expect to achieve during the negotiation of terms. Whilst many smaller
companies will be seeking details of the payments clauses, the devil is in the
detail in terms of how payments are triggered - contract documents provide
this insight where press releases and databases do not.
This report contains over 600 links to 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.
The initial chapters of this report provide an orientation of merger and
acquisition dealmaking and business activities. Chapter 1 provides an
introduction to the report, whilst chapter 2 provides an analysis of the
trends in mergers and acquisitions as well as a discussion on the merits of
each type of deal.
Chapter 3 provides an overview of the structure of merger and acquisition
deals. The chapter includes numerous case studies to enable understanding of
both pure merger/acquisition deals and multicomponent deals where acquisition
forms a part.
Chapter 4 provides a review of the leading M&A deals since 2000. Deals are
listed by headline value, signed by bigpharma, most active bigpharma, and most
active of all biopharma companies. Where the deal has an agreement contract
published at the SEC a link provides online access to the contract.
Chapter 5 provides a comprehensive listing of the top 50 bigpharma companies
with a brief summary including M&A frequency and acquired companies since 2000
followed by a comprehensive listing of M&A contract documents available in the
public domain. Each deal title links via Weblink to an online version of the
actual contract document, providing easy access to each contract document on
demand.
Chapter 6 provides a comprehensive listing of all merger and acquisition
agreement contracts available in the public domain, respectively. The chapter
is organized by A-Z company name. Each deal title links via Weblink to an
online version of the actual contract document, providing easy access to each
contract document on demand.
Table of Contents
Executive Summary
Chapter 1 - Introduction
Chapter 2 - Trends in M&A dealmaking
- 2.1. Introduction
- 2.2. Difference between merger and acquisition deals
- 2.3. Trends in M&A deals since 2000
- 2.3.1. Japanese M&A accelerates
- 2.3.2. Option to acquire the new acquisition?
- 2.3.3. Case study 1: Cephalon - Ception
- 2.3.4. Case study 2: Endo - Indevus
- 2.4. When M&A can be useful
- 2.5. Attributes of M&A deals
- 2.6. Partnering deals with M&A component
- 2.6.1. Partnering as a precursor to M&A
- 2.6.1.a. Case study 3: Shire - New River
- 2.6.2. Equity as part of partnering deal
- 2.6.2.a. Case study 4: Merck - Gtx
- 2.6.2.b. Case study 5: Pfizer - Icagen
- 2.6.2.c. Case study 6: Genentech - Tercica
- 2.6.3. Conversion of partnership to acquisition
- 2.6.4. But M&A is not always the route followed
- 2.7. Bigpharma mega mergers - are we at the end of the road?
- 2.7.1. Growth of Pfizer through M&A
- 2.7.2. Growth of GlaxoSmithKline through M&A
- 2.8. Accessing innovation through M&A
- 2.8.1. Bigpharma acquisitions of small companies
- 2.8.1a. Case study 7: Abbott - Kos Pharmaceuticals
- 2.8.1.b. Case study 8: Merck - Sirna Therapeutics
- 2.8.2. Medium and small biopharma - use of M&A
- 2.8.2.a. Case study 9: Merck KgaA - Serono
- 2.8.2.b. Case study 10: Nycomed - Altana
- 2.8.3. Using M&A to build a company
- 2.8.3.a. Case study 11: Shire - built from M&A
- 2.8.3.b. Case study 12: Zeneus - acquiring a ready-made European
capability
- 2.8.3.c. Case study 13: Novartis - from pure pharma to half generic
- 2.8.4. Emergence of biotech-biotech mergers
- 2.8.4.a. Case study 14: Merger between Biogen and Idec
- 2.8.4.b. Case study 15: Amgen acquisition activity
- 2.9. The emerging role of private equity in M&A
- 2.10. Implementing M&A transactions
- 2.11. Joint ventures as alternative to M&A
- 2.12. The future of M&A in biopharma
Chapter 3 - Overview of M&A deal structure
- 3.1. Introduction
- 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: Novartis - Eon Labs - February 2005
- 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 - October 2007
- 3.5. Merger agreements
- 3.5.1. Example merger agreements
- 3.5.1.a. Case study 18: Corgentech - AlgoRx - September 2005
Chapter 4 - Leading M&A deals
- 4.1. Introduction
- 4.2. Top M&A deals by value
- 4.3. Top merger deals
- 4.4. Top M&A deals signed by bigpharma
- 4.5. Most active M&A dealmakers
- 4.5.1 Inverness Medical Innovations
- 4.5.2. Johnson & Johnson
- 4.5.3. Novartis
- 4.6. Bigpharma M&A deal activity
- 4.7. Bigpharma created through M&A
- 4.7.1. Forcing Japanese pharma into the M&A game
Chapter 5 - Bigpharma M&A agreements
- 5.1. Introduction
- 5.2. How to use M&A agreements
- 5.3. Company M&A agreement listings
- Abbott
- Actavis
- Alcon Labs
- Allergan
- Amgen
- Astellas
- AstraZeneca
- Barr
- Baxter International
- Bayer
- Biogen Idec
- Boehringer Ingelheim
- Bristol-Myers Squibb
- Chugai
- CSL
- Daiichi Sankyo
- Eisai
- Eli Lilly
- Forest Laboratories
- Genentech
- Genzyme
- Gilead Sciences
- GlaxoSmithKline
- Johnson & Johnson
- King
- Lundbeck
- Menarini
- Merck & Co
- Merck KGaA
- Mitsubishi Tanabe
- Mundipharma
- Novartis AG
- Novo Nordisk
- Nycomed Pharma
- Otsuka
- Pfizer
- Procter & Gamble
- Ratiopharma
- Roche
- Sanofi-Aventis
- Schering Plough
- Servier
- Shire
- Solvay
- Stada
- Takeda
- Teva
- UCB
- Watson
- Wyeth
Chapter 6 - M&A agreement directory 2003-8
- 6.1. Introduction
- 6.2. Company A-Z
Appendices
- Appendix 1 - M&A references
- Appendix 2 - Resources
- Appendix 3 - Deal type definitions
- Appendix 4 - Example M&A contract document - mega acquisition
- Appendix 5 - Example M&A contract document - acquisition
- About CurrentPartnering
Figures
- Figure 1: Definition of merger and acquisition
- Figure 2: Trends in M&A deal announcements, 2000-2008
- Figure 3: Merger specific deals 2000-2008
- Figure 4: Key recent M&A trends - 2005 to present
- Figure 5: Recent Japanese M&A
- Figure 6: Recent ' option to acquire' deals
- Figure 7: Situations where M&A can prove useful
- Figure 8: Recent private biotech acquisitions
- Figure 9: Partnering deals including equity stake - 2000 to 2008
- Figure 10: Recent partnering deals involving equity participation in the
licensor
- Figure 11: Equity investments converting to acquisitions
- Figure 12: Pfizer' s growth through M&A since 2000
- Figure 13: GSK' s growth through M&A
- Figure 14: Shire' s M&A history
- Figure 15: Amgen' s biotech-biotech acquisition trail
- Figure 16: Private equity M&A activity, 2007-2008
- Figure 17: Issues in implementing M&A agreements
- Figure 18: Joint venture agreements, 2000-2008
- Figure 19: Example joint ventures in the biopharma sector
- Figure 20: Future trends in M&A in biopharma
- Figure 21: Components of the acquisition deal structure
- Figure 22: Components of the merger deal structure
- Figure 23: Top 50 M&A deals by value since 2000
- Figure 24: Top merger deals by value since 2000
- Figure 25: Top 50 M&A deals signed by bigpharma value since 2000
- Figure 26: Growing by acquisition - most active M&A dealmakers 2003-8
- Figure 27: Building through M&A - Inverness Medical Innovations
- Figure 28: Building through M&A - Johnson & Johnson
- Figure 29: Building through M&A - Novartis
- Figure 30: Bigpharma - top 50 - M&A deals since 2003
- Figure 31: New companies out of old - the role of M&A in bigpharma league
promotion
- Figure 32: Japanese pharma plays the M&A game
- Figure 33: Online partnering resources
- Figure 34: Deal type definitions
- Figure 35: M&A agreement between Procter and Gamble and Gillette -
January 2005
- Figure 36: M&A agreement between Evotec and Renovis dated September 2007
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