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Merger and Acquisition Agreements in Pharma, Biotech and Diagnostics
Report overview 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 2009. 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 partners 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 V 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 partners flexibility on a wide range of important issues, many of which will have a significant impact on each partys 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. Merger and Acquisition Agreements in Pharma, Biotech and Diagnostics provides the reader with the following key benefits:
Report scope Merger and Acquisition 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 Agreements in Pharma, Biotech and Diagnostics includes:
In Merger and Acquisition Agreements in Pharma, Biotech and Diagnostics, the available contracts are listed by:
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 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:
Executive Summary Welcome to the revised and updated Merger and Acquisition Agreements in Pharma, Biotech and Diagnostics report. 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. Fully revised and updated, the report provides details of merger and acquisition agreements from 2003 to end 2009. Understanding the flexibility of a prospective partners 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 V contract documents provide this insight where press releases and databases do not. 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 bigpharma 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 bigpharma seeking ways of maximizing returns. Licensing has often been a means of achieving such global presence, but increasingly bigpharma 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. Historically, M&A has seen short term value creation (at least in the reasoning for the deal) as the driver for the deal to go ahead. Recent examples include Sanofi Synthelabo V Aventis merger in 2004 to create Sanofi-Aventis, Pfizer V Warner Lambert merger in 2000, Bayer-Schering in 2002 to create Bayer Schering, Glaxo Wellcome V SmithKline Beecham in 2000 to create GlaxoSmithKline, and Merck V Serono in 2006 to create Merck Serono - creating several of the leading bigpharma companies in the industry today. M&A deals are by far the highest value deals seen in the biopharma sector. One of the largest recent mergers was between AstraZeneca and MedImmune V a deal valued at $15,600 million in April 2007. Many analysts suggested that AstraZeneca overpaid for MedImmune and the stock dropped by 4% after the announcement. This was primarily because analysts were looking at the short term value generation that was considered limited, whilst the company was seeking longer term value growth in the increasingly important biotech sector. Bigpharma M&A activity seems to oscillate from low to high to low, as companies seek different means of generating value and critical mass. At the present time, we appear to be in a low M&A activity period, with only a handful of bigpharma-bigpharma deals in the past few years. This may be due to some disillusionment amongst investors due to the failure of past deals to deliver on the promises at the time of the transaction. These promises often include increased R&D, improved development and marketing product pipelines, consolidated marketing and sales activities and so on. However, delivery on these promises is often overtaken by a need to again bolster the R&D pipeline as compounds fail in development, marketed products reach patent expiry, and safety concerns result in product withdrawal. M&A activity is very active amongst bigpharma-smaller company or smaller company-smaller company. During 2009 over three hundred M&A deals were announced. This has resulted in create faster growth, international market penetration, combining of development pipelines, and synergizing sales and marketing resources. In addition, M&A has recently been seen as a viable alternative to IPO for investors seeking to exit an investment. This report focuses on M&A between bigpharma-bigpharma, bigpharma V smaller company, and smaller company-smaller company, providing a detailed insight into all such deals. 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 partners flexibility on a wide range of important issues, many of which will have a significant impact on each partys ability to derive value from the deal. For example, analyzing actual company agreements allows assessment of the following:
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. The report also includes numerous tables and figures that illustrate the trends and activities in merger and acquisition dealmaking since 2000. In conclusion, this report provides everything a prospective dealmaker needs to know about M&A by using actual contract documents and clauses to provide real-life analysis and insight. Contents
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