Bharat Book

Merger and Acquisition Terms and Agreements

Press Release   •   Dec 14, 2013 10:18 IST

Dec 14, 2013 : Bharat Book Bureau presents the new report, on 'Merger and Acquisition Terms and Agreements in Pharma, Biotech and Diagnostics'  provides a detailed understand and analysis of how and why companies enter merger and acquisition deals.

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 a comprehensive listing of all merger and acquisition deals announced since 2009 as recorded in the Current Agreements deals and alliances database, including financial terms where available, plus links to online copies of actual merger and acquisition contract documents as submitted to the Securities Exchange Commission by 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 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 2009. Deals are listed by headline value, signed by bigpharma and 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 via the Current Agreements deals and alliances database.

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 2009
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: HertArt Aps – Vitrolife
2.4. When M&A can be useful
2.5. Attributes of M&A deals
2.5.1. M&A as an alternative to IPO
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: Celgene – VentiRx Pharmaceuticals, Oct 2012
2.6.2. Equity as part of partnering deal
2.6.2.a. Case study 4: BioMarin – Catalyst Pharma Partners, Oct 2012
2.6.2.b. Case study 5: Pfizer – Clovis Oncology , June 2011
2.6.2.c. Case study 6: Tesaro – OPKO Health, December 2010
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 Johnson & Johnson through M&A
2.7.2. Growth of Pfizer through M&A
2.8. Accessing innovation through M&A
2.8.1. Bigpharma acquisitions of small companies
2.8.1.a. Case study 7: Abbott – Facet Biotechnology
2.8.1.b. Case study 8: Gilead Sceinces – Pharmasset
2.8.2. Medium and small biopharma – use of M&A
2.8.2.a. Case study 9: Allergan – MAP Pharmaceuticals
2.8.2.b. Case study 10: Reckitt Benckiser – Schiff Nutrition International
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: Allergan - SkinMedica – November 2012
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: Synergy Pharmaceuticals – Callisto Pharmaceuticals – July 2012

Chapter 4 – Leading M&A deals
4.1. Introduction
4.2. Top M&A deals by value
4.3. Top merger deals
4.3. Most active M&A dealmakers
4.4. Bigpharma M&A deal activity

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