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Merger & Acquisition Terms & Agreements in Pharma, Biotech & Diagnostics, 4th Edition

Current Partnering
October 1, 2010
338 Pages - SKU: WWV2831010

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Merger & Acquisition Terms & Agreements in Pharma, Biotech & Diagnostics, 4th Edition

The Merger and Acquisition Terms and 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 early 2010.

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 750 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.

Additional Information

Report scope

Merger and Acquisition Terms and Agreements in Pharma, Biotech and Diagnostics is intended to provide the reader with an in-depth understanding of the merger and acquisition trends and structure of deals entered into by leading biopharma companies worldwide.

Merger and Acquisition Terms and Agreements in Pharma, Biotech and Diagnostics includes:

Trends in merger and acquisition dealmaking in the biopharma industry since 2000
Analysis of merger and acquisition deal structure
Case studies of real-life merger and acquisition deals
Access to over 750 merger and acquisition contract documents
The leading merger and acquisition deals by value since 2000
Most active merger and acquisition dealmakers since 2000
The leading merger and acquisition partnering resources

In Merger and Acquisition Terms and Agreements in Pharma, Biotech and Diagnostics, the available contracts are listed by:

Company A-Z
Headline value

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 Merger and Acquisition Terms and Agreements in Pharma, Biotech and Diagnostics report provides comprehensive access to available contract documents for over 750 merger and acquisition deals. Analyzing actual contract 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?

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; 2.4. When M&A can be useful; 2.5. Attributes of M&A deals; 2.6. Partnering deals with M&A component; 2.7. Bigpharma mega mergers - are we at the end of the road?; 2.8. Accessing innovation through M&A; 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; 3.4. Acquisition as part of a wider alliance agreement; 3.5. Merger agreements
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; 4.6. Bigpharma M&A deal activity; 4.7. Bigpharma created through M&A
Chapter 5 - Bigpharma M&A agreements: 5.1. Introduction; 5.2. How to use M&A agreements; 5.3. Company M&A agreement listings
Chapter 6 - M&A agreement directory 2003-2010: 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, 2000-2009; Figure 3: Merger specific deals 2000-2009; 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 2009; 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, 2007-2009; Figure 17: Issues in implementing M&A agreements; Figure 18: Joint venture agreements, 2000-2009; 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 2003-2009; 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 Ligand Pharmaceuticals and Metabasis - October 2009

Merger & Acquisition Terms & Agreements in Pharma, Biotech & Diagnostics, 4th Edition

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