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Major pharma deals during 2011

Deal watch: A look at the biggest mergers and acquisitions from 2011, including Sanofi's purchase of Genzyme and J&J taking over Synthes

Deal watch - pharma mergers and acquisitions during 2011This Deal Watch article focuses on a review of some of the trends we saw in transactions announced throughout 2011.

Continuing the theme from 2010 we saw many of the large companies addressing the need to find sources of differentiated new products, in addition to expanding into new areas such as biosimilars, generics and orphans. Interestingly and according to MedTrack data, in absolute numbers the number of deals (preclinical to pending approval) announced in 2011 was 4 per cent lower than in 2010. However, there were several deals with price tags of over $10bn.

As predicted, mergers and acquisitions played a major role in continuing to change the pharmaceutical industry landscape during 2011. The rationale behind these transactions included the need to bolster flagging portfolios and buy into new therapeutic areas, as well as the extension of geographic reach. Some examples of M&As during 2011 are provided in table 1.

There were some major acquisitions during the year, and one of the largest was J&J's deal to buy Synthes Inc for $21.3bn, announced in April. 

This was reported to be the biggest purchase by J&J's in its 125-year history and makes it the leader in the $5.5bn market for medical devices for treating trauma victims.  

At the start of the year, Sanofi finalised its takeover of Genzyme for over $20bn. This was an increased offer of $74 per share (compared to the initial bid of $69 per share) plus contingent value rights (CVRs), the value of which will depend mainly on Genzyme's multiple sclerosis drug Lemtrada hitting regulatory and sales milestones. The acquisition of Genzyme brings a significant orphan drug portfolio to Sanofi. 

In another major transaction of 2011, announced in May, Takeda's acquisition of Nycomed (excluding the Dermatological business) for $13.7bn gave Takeda extended geographical reach into Eastern European markets and Russia, where Nycomed is strong, and provides the Nycomed business with new life blood for its flagging pipeline.

Just weeks before Takeda announced its move for Nycomed, Teva outbid Valeant to buy Cephalon for $6.8 billion with an increased offer of $81.50 per share. And at the end of the year was Gilead's acquisition of Pharmasset and its antiviral pipeline for $11bn.

An interesting financial aspect of the M&A deals where the target is a public company has been the share price premium paid by the acquirer. 

Analysis of 15 recent acquisitions shows that the average share price premium for these transactions, excluding the Gilead deal, is 42 per cent (for example, Sanofi paid a 41 per cent premium for Genzyme, and Teva paid a 44 per cent premium for Cephalon).

Most of the 15 deals assessed were for profitable companies and yet Gilead paid an eye-watering 89 per cent share price premium for Pharmasset, a company without any products on the market and making a loss.  Gilead will take on $6bn of debt to fund the deal.

So what is Gilead acquiring that justifies such a high price?  Basically Gilead is buying a clinical pipeline of drugs for the treatment of hepatitis C.

The latest stage product in the Pharmasset pipeline is an oral hepatitis C therapeutic that has recently entered phase III clinical trials; another nucleotide analogue is in phase IIb. A third hepatitis C drug in phase II is partnered with Roche. Only time will tell if the Gilead deal justified such a premium. 

Regional access – from Rx to generics and OTC
As well as Takeda's acquisition of Nycomed, another example of regional access was Amgen's acquisition of Bergamo in August.

This purchase reflected the increasing importance that the Latin American market is having and will increasingly have, as Brazil is expected to become the fifth biggest pharmaceutical market by 2015.

The numbers of generics deals were particularly high in 2011 – led by Canada's Valeant and Paladin, with Teva and Par Pharmaceuticals also participating.

After merging with Biovail in 2010, Valeant Pharmaceuticals was one of the most acquisition hungry companies of the year, closing transactions to acquire six companies. These exclude its failed bid to acquire Cephalon and the immediate rejection by ISTA Pharmaceutical's Board, in December 2011, to its offer of $327 million to acquire the speciality pharma company.  Valeant's strategy has been both in consolidating its position and expanding its geographical footprint. 

As part of its strategy to enhance geographic outreach, Valeant bolstered its generics portfolio through the acquisitions of PharmaSwiss with its Eastern Europe generics business for $481m and Lithuanian-based AB Sanitas for $441m, to gain a further foothold in nine Eastern European markets.

Another of Valeant's deals in 2011 was the $686m acquisition of Australian iNova completed in December 2011 with its Rx and OTC portfolio sold in Australia, New Zealand, Southeast Asia and South Africa. In its acquisition of the fellow Canadian OTC company Afexa Life Sciences for $76m, Valeant consolidated its position in the home OTC market.

Interestingly, Afexa was wrestled from Paladin Labs as shareholders preferred Valeant's offer. Paladin itself acquired Labopharm and its ailing modified release drug delivery business in August for $20m, with significant tax losses that can be offset against future profits.

In 2011 we also saw significant activity not only in the numbers of deals done between Western, Chinese and Indian companies but also among China-focused companies, for example the deals between SciClone Pharma and NovaMed Pharma, and BioStar Pharmaceuticals with Shaanxi Weinan Huaren.

There are said to be 5,000 pharmaceutical companies in China and it is estimated that 98 per cent of them produce generics. Therefore, not surprisingly we are also seeing an increasing level of consolidation within China as companies seek to benefit from economies of scale and to develop the profile to move outside China and participate on the global stage.

As part of this evolution, Chinese companies are beginning to look at investing in, partnering and even acquiring Western companies (following the Japanese model several decades before); an example is 3SBio's acquisition of EnzymeRx's pegsiticase product for development in China with the intention of developing a global product.

Large pharma streamlining
Another interesting feature of deals in 2011 was big pharma's quest to streamline operations. There have been a few examples of this including Pfizer's $2.4bn divestment of its Capsugel Business to KKR in April, as well as its divestment of an Irish biologics manufacturing plant to Biomarin, for $48.5m. In another example of rationalisation, GSK is in the process of divesting its non-core OTC assets and in December 2011 announced that Prestige Brands Holdings was acquiring the US and Canadian rights for $660m. 

Perhaps the most notable streamlining activity of 2011 was Abbott's autumn announcement that it is spinning out its pharmaceutical business from the medical devices business with an $18bn price tag. This move reflects the differing visions and roadmaps seen for the two businesses. After all the mega-mergers over the last few years, it will be interesting to see if this is a trend that will emerge for other large pharma companies. 

Table 1 – Selected M&As in 2011  

Acquirer Acquiree Rationale/ key product/ technology headline Value ($m)
J&J Synthes Medical devices 21,300
Sanofi Genzyme Product portfolio for rare diseases 20,100
Takeda Nycomed Access to Russia and Eastern Europe (excl dermatology business) 13,700
Gilead Pharmasset Hepatitis C portfolio 11,000
Teva Cephalon Speciality pharma products 6,800
Shire Advanced BioHealing Dermatology products 750
Reckitt Benckiser Paras
Pharmaceuticals
OTC company in India 721
Valeant
Pharmaceuticals
iNova Australian Rx and OTC company 686
Prestige Brand
Holdings
GSK Non-core OTC brands in North America 660
Watson
Pharmaceuticals
Specifar
Pharmaceuticals
Greek generics company 562
Perrigo Paddock Labs Generics and OTC company 540
Valeant Pharmaceuticals Pharma Swiss Generics company with strong presence in Eastern Europe 481
Medicis Graceway Pharmaceuticals Asset acquisition (dermatology and women's health) following bankruptcy auction 455
Valeant Pharmaceuticals AB Sanitas Generics company with strong presence in Eastern Europe 441
Valeant Pharmaceuticals Dermik (ex Sanofi) US dermatology company with plant in Canada 425
Par Pharmaceuticals Anchen Pharmaceuticals Generics company 410
Amgen Bergamo Brazilian company with oncology focus 215
Recordati Frik Ilac Rx pharmaceutical distributor in Turkey 130
SciClone Pharmaceuticals NovaMed Pharmaceuticals Chinese pharmaceutical company 105

The Author
Jill Ogden is a consultant at Medius Associates

3rd February 2012

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