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Merger and Acquisition Terms and Agreements
4th Edition
- Product Code:CTP00050
- Publication Date:December 2012
- Publisher:CurrentPartnering
- Product Type: Report
- Pages:1332
Merger and Acquisition Terms and Agreements 4th Edition
Summary
The Merger and Acquisition Terms and Agreements report provides comprehensive understanding and unprecedented access to the M&A deals and agreements entered into by the worlds leading healthcare companies
Description
The Merger and Acquisiiton Terms and Agreements report provides comprehensive understanding and unprecedented access to the merger and acquisition agreements entered into by the worlds leading biopharma companies. The report 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 biobiotech, most active bigpharma and bigbiotech, 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.
Chapter 5 provides a comprehensive listing of the top 50 bigpharma companies with a brief summary followed by a comprehensive listing of M&A deals available in the public domain. Where available, each deal title links via Current Agreements deals and alliances database to an online version of the actual contract document, providing easy access to each contract document on demand.
Chapter 6 provides a comprehensive and detailed review of M&A deals signed and announced since 2009 where a contract document is available. Contract documents provide an indepth insight into the actual deal terms agreed between the parties with respect to the M&A deal.
In addition the report includes a comprehensive listing of all M&A deals announced since 2009
Each listing is organized as an appendix by company A-Z, and industry sector. Each deal title links via hyperlink to an online version of the deal record including, where available, the actual contract document.
The report also includes numerous table and figures that illustrate the trends and activities in M&A dealmaking since 2009.
In conclusion, this report provides everything a prospective dealmaker needs to know about M&A alliances.
Benefits
Merger and Acquisition Terms and Agreements provides the reader with the following key benefits:
- In-depth understanding of M&A deal trends since 2009
- Analysis of the structure of M&A agreements with numerous real life case studies
- Comprehensive access to over 1,900 actual M&A deals entered into by the world's biopharma companies
- Detailed access to actual M&A deals entered into by the leading fifty bigpharma companies
- Insight into the terms included in a M&A 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
Report scope
Merger and Acquisition Partnering Terms and Agreements is intended to provide the reader with an in-depth understanding of the M&A trends and structure of deals entered into by leading biopharma companies worldwide.
Merger and Acquisition Partnering Terms and Agreements includes:
- Trends in M&A dealmaking in the biopharma industry since 2009
- Analysis of M&A deal structure
- Case studies of real-life M&A deals
- Access to over 1,900 M&A deal records
- The leading M&A deals by value since 2009
- Most active M&A dealmakers since 2009
- The leading M&A partnering resources
In Merger and Acquisition Terms and Agreements, the available deals are listed by:
- Company A-Z
- Headline value
- Industry sector
- 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: Endo - Indevus
- 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: Shire - New River
- 2.6.2. Equity as part of partnering deal
- 2.6.2.a. Case study 4: Merck - Gtx
- 2.6.2.b. Case study 5: Pfizer - Icagen
- 2.6.2.c. Case study 6: Genentech - Tercica
- 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 Pfizer through M&A
- 2.7.2. Growth of GlaxoSmithKline 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 - Kos Pharmaceuticals
- 2.8.1.b. Case study 8: Merck - Sirna Therapeutics
- 2.8.2. Medium and small biopharma - use of M&A
- 2.8.2.a. Case study 9: Merck KgaA - Serono
- 2.8.2.b. Case study 10: Nycomed - Altana
- 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
- 4.4. Most active M&A dealmakers
- 4.5. Bigpharma M&A deal activity
- Chapter 5 - Bigpharma M&A deals
- 5.1. Introduction
- 5.2. How to use M&A deals
- 5.3. Bigpharma company M&A deal profiles
- Abbott
- Actavis
- Actelion
- Allergan
- Amgen
- Aspen Pharmacare
- Astellas
- AstraZeneca
- Baxter International
- Bayer
- Biogen Idec
- Boehringer Ingelheim
- Bristol-Myers Squibb
- Celgene
- CSL
- Daiichi Sankyo
- Dainippon Sumitomo
- Eisai
- Eli Lilly
- Endo Pharmaceuticals
- Forest Laboratories
- Galderma
- Gilead Sciences
- GlaxoSmithKline
- Grifols
- Hospira
- Johnson & Johnson
- Kyowa Hakko Kirin
- Lundbeck
- Menarini
- Merck & Co
- Merck KGaA
- Merck Serono
- Mitsubishi Tanabe
- Mylan
- Novartis
- Novo Nordisk
- Otsuka
- Pfizer
- Purdue
- Roche
- Sanofi
- Servier
- Shionogi
- Shire
- Takeda
- Teva
- Teva
- UCB
- Valeant
- Warner Chilcott
- Watson
- Chapter 6 - M&A contracts directory
- 6.1. Introduction
- 6.2. Company A-Z
- 6.3. By industry sector
- Academic
- Animal Health
- Bigpharma
- Biotech
- Consumer health
- Drug delivery
- Medical device
- Diagnostic
- Financial
- Generic pharma
- Government
- Non-profit
- Pharmaceutical
- Research tools
- Services
- Specialty pharma
- About Wildwood Ventures
- Current Partnering
- Current Agreements
- Current Reports
- Recent report titles from CurrentPartnering
- Appendices
- Appendix 1 - Company A-Z
- Appendix 2 - By industry sector
- Academic
- Agricultural
- Animal Health
- Bigpharma
- Biotech
- Consumer health
- Drug delivery
- Medical device
- Diagnostic
- Financial
- Generic pharma
- Government
- Non-profit
- Pharmaceutical
- Research tools
- Services
- Specialty pharma
- Appendix 3 - M&A dealmaking references
- Appendix 4 - Resources
- Appendix 5 - Deal type definitions
- Appendix 6 - Example M&A contract document
- List of Figures
- Figure 1: Definition of merger and acquisition
- Figure 2: Trends in M&A deal announcements, 2009-2012
- Figure 3: M&A deals signed at each phase of development, 2009-2012
- Figure 4: Key recent M&A trends - 2009 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 9: Recent partnering deals involving equity participation in the licensor
- Figure 9: Equity investments converting to acquisitions
- Figure 10: Pfizer's growth through M&A since 2000
- Figure 11: GSK's growth through M&A
- Figure 12: Shire's M&A history
- Figure 13: Amgen's biotech-biotech acquisition trail
- Figure 14: Private equity M&A activity, 2007-2012
- Figure 15: Issues in implementing M&A agreements
- Figure 16: Joint venture agreements, 2000-2009
- Figure 17: Example joint ventures in the biopharma sector
- Figure 18: Future trends in M&A in biopharma
- Figure 19: Components of the acquisition deal structure
- Figure 20: Components of the merger deal structure
- Figure 21: Top M&A deals by value since 2009
- Figure 22: Top merger deals by value since 2009
- Figure 23: Most active M&A dealmakers 2009-2012
- Figure 24: Bigpharma - top 50 - M&A deals 2009 to 2012
- Figure 25: Bigpharma M&A deal frequency - 2009 to 2012