Life Sciences Mergers & Acquisitions

Sourcing, Negotiating, and Completing Successful Deals

Thursday, March 12, 2009

About

Despite the current economic upheaval, life sciences companies are still facing record numbers of mergers and acquisitions as pharmaceutical companies continue the race to add depth to their pipelines. Meanwhile, biotech companies are looking for a cash infusion to help fund their efforts, creating a surge in M&A activity for the life sciences industries and leading to an environment rich in opportunity for both pharma and biotech companies.

These deals, however, are becoming increasingly complex, and life sciences companies must be prepared to venture into alternative financing structures, including spin outs and utilizing contingent consideration, to maximize the value of the deal. In addition, coming to a consensus on the “right value” for the acquisition still proves to be a point of contention for all parties, but one that must be carefully negotiated and resolved prior to entering into a deal. Finally, everyone involved in the M&A transaction must take steps to avoid the myriad pitfalls that can kill a necessary and profitable deal, including surviving antitrust review, resolving potential regulatory concerns and developing a post-merger integration plan that allows for a seamless transition.

With the survival of both pharmaceutical and biotech companies often dependant on strategic and successful M&A deals, there is no room for error in mastering the nuances of today’s complex transactions. In response, ACI has developed the 3rd Annual Life Sciences Mergers and Acquisitions conference featuring a faculty of in-house legal and business development professionals who consistently face and succeed in solving the challenges inherent in these deals, including:

  • Knowing how the current credit crisis stands to change life sciences deals
  • Conducting thorough due diligence that encompasses all areas of review: commercial, scientific, financial and IP
  • Employing best practices for compliance with regulatory guidelines to ensure the value of your product
  • Overcoming the specific challenges that may arise when entering into a deal with a foreign company
  • Setting expectations and creating momentum throughout the transition

Contents & Contributors

About

Despite the current economic upheaval, life sciences companies are still facing record numbers of mergers and acquisitions as pharmaceutical companies continue the race to add depth to their pipelines. Meanwhile, biotech companies are looking for a cash infusion to help fund their efforts, creating a surge in M&A activity for the life sciences industries and leading to an environment rich in opportunity for both pharma and biotech companies.

These deals, however, are becoming increasingly complex, and life sciences companies must be prepared to venture into alternative financing structures, including spin outs and utilizing contingent consideration, to maximize the value of the deal. In addition, coming to a consensus on the “right value” for the acquisition still proves to be a point of contention for all parties, but one that must be carefully negotiated and resolved prior to entering into a deal. Finally, everyone involved in the M&A transaction must take steps to avoid the myriad pitfalls that can kill a necessary and profitable deal, including surviving antitrust review, resolving potential regulatory concerns and developing a post-merger integration plan that allows for a seamless transition.

With the survival of both pharmaceutical and biotech companies often dependant on strategic and successful M&A deals, there is no room for error in mastering the nuances of today’s complex transactions. In response, ACI has developed the 3rd Annual Life Sciences Mergers and Acquisitions conference featuring a faculty of in-house legal and business development professionals who consistently face and succeed in solving the challenges inherent in these deals, including:

  • Knowing how the current credit crisis stands to change life sciences deals
  • Conducting thorough due diligence that encompasses all areas of review: commercial, scientific, financial and IP
  • Employing best practices for compliance with regulatory guidelines to ensure the value of your product
  • Overcoming the specific challenges that may arise when entering into a deal with a foreign company
  • Setting expectations and creating momentum throughout the transition

Contents & Contributors

Utilizing Current Trends in the M&A Spectrum to Develop a Profitable M&A Strategy
Simon Gill, Managing Director, Co-Head of Healthcare Investment Banking, RBC Capital Markets Corporation (New York, NY)

Alternative Financing/Deal Structures: Developing Creative and Flexible Strategies to Ensure an Profitable and Successful Transaction
Susan Koppy, Vice President, Corporate Development, Transcept Pharmaceuticals, Inc. (Port Richmond, CA)
Kenneth A. Clark, Partner, Wilson Sonsini Goodrich & Rosati (Palo Alto, CA)

In Phrma's Crosshairs: Positioning Biotechs for Successful Acquisition
Michael McCully, Director and Senior Analyst, Deloitte Recoup (Walnut Creek, CA)

Successfully Planning, Conducting, and Resolving Problems Throughout the Due Diligence Review
John Wehrli, Partner, Latham and Watkins (San Diego, CA)
Jeffrey L. Wade, Executive Vice President and General Counsel, Lexicon Pharmaceuticals, Inc. (The Woodlands, TX)

Critical Regulatory Concerns and What You Must Know When Entering Into an M&A
Howard L. Dorfman, Partner, Ropes & Gray LLP (New York, NY)

Tales from the Front: Lessons Learned, Best Practices and What to Avoid When Entering in to an M&A
Douglas H. Rogers, Jr., Director, CBIZ Valuation Group (New York, NY)
John Neu, Associate General Counsel Amgen, Inc.
Randall B. Sunberg, Partner, Morgan, Lewis & Bockius LLP (Princeton, NJ)

Minimizing Antitrust Risks When Entering Into an M&A
Norman Armstrong, Jr., Acting Deputy Director, Bureau of Competition, Federal Trade Commission (Washington, DC)
John E. Scribner, Partner, Weil, Gotshal and Manges (Washington, DC)

Coming to an Agreement on Value: Identifying and Assessing the Factors Used When Valuing a Potential Acquisition
Glen Sato, Partner, Cooley Godward Kronish LLP (Palo Alto, CA)

Going Global: Transacting Deals in an Increasingly International M&A Marketplace
James Farrington, Partner, Wiggin & Dana LLP (Stamford, CT)

Protecting Privileged Documents and Informationin Mergers and Acquisitions
J. Michael Warner, Assistant General Counsel, Pfizer, Inc. (St. Louis, MO)

Post-Merger Integration: Accomplishing a Smooth Transaction

Rob Aboud, Assistant General Counsel, GlaxoSmithKline (King of Prussia, PA)