Merger and Acquisition Agreements in Biopharma : Market Research Report

Merger and Acquisition Agreements in Biopharma

Published: Feb. 1, 2008 - 372 Pages

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 2003-7: 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
Figures: Figure 1: Definition of merger and acquisition; Figure 2: Trends in M&A deal announcements, 2000-2007; Figure 3: Merger specific deals 2000-2007; Figure 4: Key recent M&A trends - 2005 to present; Figure 5: Recent Japanese M&A; Figure 6: Situations where M&A can prove useful; Figure 7: Recent private biotech acquisitions; Figure 8: Partnering deals including equity stake - 2000 to 2007; Figure 9: Recent partnering deals involving equity participation in the licensor; Figure 10: Equity investments converting to acquisitions; Figure 11: Pfizer’s growth through M&A since 2000; Figure 12: GSK’s growth through M&A; Figure 13: Shire’s M&A history; Figure 14: Amgen’s biotech-biotech acquisition trail; Figure 15: Private equity M&A activity, 2007; Figure 16: Issues in implementing M&A agreements; Figure 17: Joint venture agreements, 2000-2007; Figure 18: Example joint ventures in the biopharma sector; Figure 19: Future trends in M&A in biopharma; Figure 20: Components of the acquisition deal structure; Figure 21: Components of the merger deal structure; Figure 22: Top 50 M&A deals by value since 2000; Figure 23: Top merger deals by value since 2000; Figure 24: Top 50 M&A deals signed by bigpharma value since 2000; Figure 25: Growing by acquisition - most active M&A dealmakers 2003-7; Figure 26: Building through M&A - Inverness Medical Innovations; Figure 27: Building through M&A - Johnson & Johnson; Figure 28: Building through M&A - Novartis; Figure 29: Bigpharma - top 50 - M&A deals since 2003; Figure 30: New companies out of old - the role of M&A in bigpharma league promotion; Figure 31: Japanese pharma plays the M&A game; Figure 32: Online partnering resources; Figure 33: Deal type definitions; Figure 34: M&A agreement between Procter and Gamble and Gillette - January 2005; Figure 35: M&A agreement between Evotec and Renovis dated September 2007

Abstract

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 400 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. In addition, the contract document collection can be used offline and is available on CD-Rom.

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. In addition, the contract document collection can be used offline and is available on CD-Rom.

Key benefits Merger and Acquisition Agreements in Biopharma provides the reader with the following key benefits:

In-depth understanding of merger and acquisition deal trends since 2000
Analysis of the structure of merger and acquisition agreements with numerous real life case studies
Comprehensive access to over 400 actual merger and acquisition contracts entered into by the world’s biopharma companies*
Detailed access to actual merger and acquisition contracts enter into by the leading fifty bigpharma companies*
Insight into the terms included in a merger and acquisition agreement, together with real world clause examples
Understand the key deal terms companies have agreed in previous deals
Undertake due diligence to assess suitability of your proposed deal terms for partner companies

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Merger and Acquisition Agreements in Biopharma

Table of Contents

Abstract