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)



DOCUMENT TYPES: PPT PDF PRESENTATIONS AVAILABLE: 14

7:30
Registration and Continental Breakfast
8:30
Co-Chairs' Welcoming Remarks
Mr. Glen Sato
Partner
Cooley Godward Kronish LLP
Mr. Rob Aboud
Assistant General Counsel
Glaxo Smith Kline
9:00
Utilizing Current Trends in the M&A Spectrum to Develop a Profitable M&A Strategy
Mr. Simon Gill
Managing Director‚ Co-Head of Healthcare Investment Banking
RBC Capital Markets Corporation
1 file
Utilizing Current Trends in the M&A Spectrum to Develop a Profitable M&A Strategy
1 MB 28 pages Presentation
PPT - Utilizing Current Trends in the M&A Spectrum    to Develop a Profitable M&A Strategy
10:00
Morning Coffee Break
10:15
Alternative Financing/Deal Structures: Developing Creative and Flexible Strategies to Ensure an Profitable and Successful Transaction
Ms Susan Koppy
Vice President‚ Corporate Development
Transcept Pharmaceuticals‚ Inc.
1 file
Alternative Financing / Deal Structures
302.5 KB 20 pages Presentation
PPT - Alternative Financing / Deal Structures
Mr. Kenneth A. Clark
Partner
Wilson Sonsini Goodrich& Rosati
1 file
Alternative Financing / Deal Structures
302.5 KB 20 pages Presentation
PPT - Alternative Financing / Deal Structures
11:30
In Phrma's Crosshairs: Positioning Biotechs for Successful Acquisition
Mr. Michael McCully
Director and Senior Analyst
Deloitte Recap
1 file
In Pharma's Crosshairs: Positioning Biotechs for Successful Acquisition
400.3 KB 20 pages Presentation
PDF - In Pharma's Crosshairs: Positioning Biotechs for Successful Acquisition
12:30
Networking Luncheon for Speakers and Delegates
13:45
Successfully Planning‚ Conducting‚ and Resolving Problems Throughout the Due Diligence Review
Mr. John Werhli
Partner
Latham and Watkins‚ LLP
1 file
Performing Due Diligence in Life Sciences Mergers & Acquisitions
273.5 KB 18 pages Presentation
PPT - Performing Due Diligence in Life Sciences Mergers & Acquisitions
Mr. Jeffrey L. Wade
Executive Vice President and General Counsel
Lexicon Pharmaceuticals‚ Inc.
1 file
Successfully Planning, Conducting, and Resolving Problems Throughout the Due Diligence Review
476.5 KB 15 pages Presentation
PPT - Successfully Planning, Conducting, and Resolving Problems Throughout the Due Diligence Review
15:00
Afternoon Refreshment Break
15:15
Critical Regulatory Concerns and What You Must Know When Entering Into an M&A
Mr. Howard L. Dorfman
Partner
Ropes and Gray LLP
1 file
Critical Regulatory Concerns and What You Must Know When Entering Into an M&A
296 KB 22 pages Presentation
PPT - Critical Regulatory Concerns and What You Must Know When Entering Into an M&A
16:00
Tales from the Front: Lessons Learned‚ Best Practices and What to Avoid When Entering in to an M&A
Mr. Douglas H. Rogers‚ Jr.
Director
CBIZ Valuation Group
1 file
Tales from the Front: Lessons Learned, Best Practices and What to Avoid
1.1 MB 35 pages Presentation
PPT - Tales from the Front: Lessons Learned, Best Practices and What to Avoid
Mr. Jon Neu
Associate General Counsel
Amgen Inc.
1 file
Integration Planning
168.5 KB 9 pages Presentation
PPT - Integration Planning
Mr. Randall B. Sunberg
Partner
Morgan‚ Lewis & Bockius LLP
1 file
Tales from the Front: Lessons Learned, Best Practices and What to Avoid
264.5 KB 14 pages Presentation
PPT - Tales from the Front:   Lessons Learned, Best Practices  and What to Avoid
17:15
Conference Adjourns
7:45
Continental breakfast
8:45
Co-Chairs' Welcoming Remarks
9:00
Minimizing Antitrust Risks When Entering Into an M&A
Mr. Norman Armstrong‚ Jr.
Acting Deputy Director‚ Bureau of Competition
FTC
1 file
Minimizing Antitrust Risks and Getting Your Deal Through the Agency Review Process
530 KB 32 pages Presentation
PPT - Minimizing Antitrust Risks and Getting Your Deal Through the Agency Review Process
Mr. John E. Scribner
Partner
Weil‚Gotschal and Manges
1 file
Minimizing Antitrust Risks and Getting Your Deal Through the Agency Review Process
530 KB 32 pages Presentation
PPT - Minimizing Antitrust Risks and Getting Your Deal Through the Agency Review Process
10:30
Morning Coffee Break
10:45
Coming to an Agreement on Value: Identifying and Assessing the Factors Used When Valuing a Potential Acquisition
Mr. Glen Sato
Partner
Cooley Godward Kronish LLP
1 file
The Art of the Deal: Value in the Eyes of the Beholder Life Sciences M&A
615 KB 27 pages Presentation
PPT - The Art of the Deal: Value in the Eyes of the Beholder Life Sciences M&A
Mr. David Low
Managing Director
Lazard
12:00
Networking Luncheon for Speakers and Delegates
13:30
Going Global: Transacting Deals in an Increasingly International M&A Marketplace
Mr. James Farrington
Partner
Wiggin & Dana LLP
1 file
Global Issues
1.2 MB 22 pages Presentation
PPT - Global Issues
14:30
Afternoon Refreshment Break
14:45
Protecting Privileged Documents and Informationin Mergers and Acquisitions
Mr. J. Michael Warner
Assistant General Counsel
Pfizer‚ Inc.
1 file
Protecting Privileged Documents and Information in Mergers and Acquisitions
313 KB 16 pages Presentation
PPT - Protecting Privileged Documents and Information in Mergers and Acquisitions
15:45
Post-Merger Integration: Accomplishing a Smooth Transaction
Mr. Rob Aboud
Assistant General Counsel
Glaxo Smith Kline
1 file
Successful Post-Merger Integration:
254.5 KB 11 pages Presentation
PPT - Successful Post-Merger Integration:
Mr. Krys Corbett
Director‚ Alliance Management
Genentech‚ Inc.
Mr. Kyle D. Kuvalanka
Vice President‚ Corporate Development and Strategy
Millenium Pharmaceuticals: The Takeda Oncology Company
16:45
Conference Concludes