バイオファーマにおけるM&A契約

The Merger and Acquisition Agreements in Biopharma report provides comprehensive understanding and unprecedented access to the merger and acquisition (M&A) 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. 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 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 over 400 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 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 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. In addition, the contract document collection can be used offline and is available on CD-Rom.

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. In addition, the contract document collection can be used offline and is available on CD-Rom.

• In-depth understanding of merger and acquisition deal trends since 2000
• Analysis of the structure of merger and acquisition agreements with numerous real life case studies
• Comprehensive access to over 400 actual merger and acquisition contracts entered into by the world' s biopharma companies*
• Detailed access to actual merger and acquisition contracts enter into by the leading fifty bigpharma companies*
• Insight into the terms included in a merger and acquisition 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

*Subject to being published via regulatory requirements of the Securities Exchange Commission.

Merger and Acquisition Agreements in Biopharma 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.

• Trends in merger and acquisition dealmaking in the biopharma industry since 2000
• Analysis of merger and acquisition deal structure
• Case studies of real-life merger and acquisition deals
• Access to over 400 merger and acquisition contract documents
• The leading merger and acquisition deals by value since 2000
• Most active merger and acquisition dealmakers since 2000
• The leading merger and acquisition partnering resources

• A-Z
• Headline value

Each deal title links via Weblink to an online version of the actual contract document, providing easy access to each contract document on demand. In addition, the contract document collection can be used offline and is available on CD-Rom.

The Merger and Acquisition Agreements in Biopharma report provides comprehensive access to available contract documents for over 400 merger and acquisition deals.

• What are the precise merger or acquisition terms agreed between the parties?
• What is the plan of merger and how will it be implemented?
• What is actually being acquired by the acquiring company?
• What is the payment structure for the deal?
• What are conditions of merger or acquisition?
• What are the rights of shareholders and dissenters?
• How are the key terms of the agreement defined?
• How are IPRs handled and owned?
• Who is responsible for what in the acquisition?
• How is confidentiality and publicity managed?
• Under what conditions can the deal be terminated?
• Which boilerplate clauses does the company insist upon?
• Which boilerplate clauses appear to differ from acquisition to acquisition?
• Which jurisdiction does the company insist upon for agreement law?

The report is comprised of 350+ pages.

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 2000
  • 2.3.1. Japanese M&A accelerates
• 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 1:Shire - New River
  • 2.6.2. Equity as part of partnering deal
    • 2.6.2.a. Case study 2: Merck - Gtx
    • 2.6.2.b. Case study 3: Pfizer - Icagen
    • 2.6.2.c. Case study 4: 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
    • 2.8.1a. Case study 5: Abbott - Kos Pharmaceuticals
    • 2.8.1.b. Case study 6: Merck - Sirna Therapeutics
  • 2.8.2. Medium and small biopharma - use of M&A
    • 2.8.2.a. Case study 7: Merck KgaA - Serono
    • 2.8.2.b. Case study 8: Nycomed - Altana
  • 2.8.3. Using M&A to build a company
    • 2.8.3.a. Case study 9: Shire - built from M&A
    • 2.8.3.b. Case study 10: Zeneus - acquiring a ready-made European capability
    • 2.8.3.c. Case study 11: Novartis - from pure pharma to half generic
  • 2.8.4. Emergence of biotech-biotech mergers
    • 2.8.4.a. Case study 12: Merger between Biogen and Idec
    • 2.8.4.b. Case study 13: 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 14: Novartis - Eon Labs - February 2005
• 3.4. Acquisition as part of a wider alliance agreement
  • 3.4.1. Example acquisition option clauses
    • 3.4.1.a. Case study 15: MGI Pharma - AkaRx - October 2007
• 3.5. Merger agreements
  • 3.5.1. Example merger agreements
    • 3.5.1.a. Case study 16: Corgentech - AlgoRx - September 2005

Chapter 4 - Leading M&A deals

• 4.1. Introduction
• 4.2. Top M&A deals by value
• 4.3. Top merger deals
• 4.4. Top M&A deals signed by bigpharma
• 4.5. Most active M&A dealmakers
  • 4.5.1 Inverness Medical Innovations
  • 4.5.2. Johnson & Johnson
  • 4.5.3. Novartis
• 4.6. Bigpharma M&A deal activity
• 4.7. Bigpharma created through M&A
  • 4.7.1. Forcing Japanese pharma into the M&A game

Chapter 5 - Bigpharma M&A agreements

• 5.1. Introduction
• 5.2. How to use M&A agreements
• 5.3. Company M&A agreement listings
  • Abbott
  • Actavis
  • Akzo Nobel (Organon)
  • Allergan
  • Altana
  • Amgen
  • Astellas
  • AstraZeneca
  • Baxter International
  • Bayer
  • Bayer Schering Pharma AG
  • Biogen Idec
  • Boehringer Ingelheim
  • Bristol-Myers Squibb
  • Cephalon
  • Chugai
  • CSL
  • Dainippon Sumitomo
  • Eisai
  • Eli Lilly
  • Forest Laboratories
  • Genentech
  • Genzyme
  • Gilead Sciences
  • GlaxoSmithKline
  • Johnson & Johnson
  • King
  • Lundbeck
  • Menarini
  • Merck & Co
  • Merck - Serono KGaA
  • Mitsubishi
  • Novartis AG
  • Novo Nordisk
  • Nycomed Pharma
  • Otsuka
  • Pfizer
  • Procter & Gamble
  • Roche
  • Sanofi-Aventis
  • Schering Plough
  • Serono
  • Shionogi Seiyaku
  • Shire
  • Solvay
  • Takeda
  • Tanabe Seiyaku
  • TAP Pharmaceuticals
  • Teva
  • UCB
  • Watson
  • Wyeth

Chapter 6 - M&A agreement directory 2003-7

• 6.1. Introduction
• 6.2. Company A-Z

Appendices

• Appendix 1 - M&A references
• Appendix 2 - Resources
• Appendix 3 - Deal type definitions
• Appendix 4 - Example M&A contract document - mega acquisition
• Appendix 5 - Example M&A contract document - acquisition

• Figure 1: Definition of merger and acquisition
• Figure 2: Trends in M&A deal announcements, 2000-2007
• Figure 3: Merger specific deals 2000-2007
• Figure 4: Key recent M&A trends - 2005 to present
• Figure 5: Recent Japanese M&A
• Figure 6: Situations where M&A can prove useful
• Figure 7: Recent private biotech acquisitions
• Figure 8: Partnering deals including equity stake - 2000 to 2007
• Figure 9: Recent partnering deals involving equity participation in the licensor
• Figure 10: Equity investments converting to acquisitions
• Figure 11: Pfizer' s growth through M&A since 2000
• Figure 12: GSK' s growth through M&A
• Figure 13: Shire' s M&A history
• Figure 14: Amgen' s biotech-biotech acquisition trail
• Figure 15: Private equity M&A activity, 2007
• Figure 16: Issues in implementing M&A agreements
• Figure 17: Joint venture agreements, 2000-2007
• Figure 18: Example joint ventures in the biopharma sector
• Figure 19: Future trends in M&A in biopharma
• Figure 20: Components of the acquisition deal structure
• Figure 21: Components of the merger deal structure
• Figure 22: Top 50 M&A deals by value since 2000
• Figure 23: Top merger deals by value since 2000
• Figure 24: Top 50 M&A deals signed by bigpharma value since 2000
• Figure 25: Growing by acquisition - most active M&A dealmakers 2003-7
• Figure 26: Building through M&A - Inverness Medical Innovations
• Figure 27: Building through M&A - Johnson & Johnson
• Figure 28: Building through M&A - Novartis
• Figure 29: Bigpharma - top 50 - M&A deals since 2003
• Figure 30: New companies out of old - the role of M&A in bigpharma league promotion
• Figure 31: Japanese pharma plays the M&A game
• Figure 32: Online partnering resources
• Figure 33: Deal type definitions
• Figure 34: M&A agreement between Procter and Gamble and Gillette - January 2005
• Figure 35: M&A agreement between Evotec and Renovis dated September 2007