Trade Sales of Biotechnology and Specialty Pharma Companies

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1 HBM / M&A Survey Trade Sales of nology and Specialty Companies -8 Further information about the survey including a list of transactions can be found under The use of data and charts from this report is permitted with reference to HBM Partners / M&A Survey. Introduction HBM Partners carried out an analysis of all trade sales of US and European biotechnology and specialty pharma companies during to 8. The analysis focused mainly on transactions of private venturebacked companies. The goal of the survey was to unveil patterns in sale transactions and to analyze characteristics of the successful trade sale candidates. Some results for all transactions (public & private) are also presented. The survey does not cover diagnostics, medical technology or life sciences tools & services companies. Reverse mergers and minority investments are not included in the survey. Transactions that were announced during 8, but did not close by year end, are excluded. Key transaction data such as upfront consideration, total deal value including biodollars, previous venture and corporate investors, previous investments by VCs, founding year etc. was collected from various sources. Please note that some information such as deal values or previous investments by VCs might not be available for all transactions. Also, the results presented in this report may deviate slightly from earlier reports due to subsequent reclassification or correction of data. Content Page Trade sales of public & private companies... Trade sales of private VC-backed companies... Transaction volumes Who were the buyers?...9 Analysis by company stage, focus and therapeutic area... Return multiples to venture investors... Summary and outlook... 7 For the purpose of this survey, biotechnology companies were defined as companies discovering and developing innovative biologics or small molecule drugs. Specialty pharma companies in this survey were defined as companies that market niche drugs (or develop new medicines based on drug delivery, reformulations etc.). HBM / M&A Survey -8

2 Trade Sales of Public and Private and Specialty Companies Since, the number of trade sales of US and European biotech and specialty pharma companies has steadily increased. Each year, at least venture-backed life sciences companies were sold. The number of other private companies sold (family-owned and previous buyouts) showed a steady increase. Most striking was the doubling of larger public transactions from around annually during -7 to over in 8. It seems that, during 8, buyers took advantage of the low valuations of some public biotech companies. Number of / Trade Sales - 8 # of Transactions Public companies (val. < $m), not in survey -7 Public companies (val. > $m) Other private companies (incl previous buyouts) Venture-backed private companies Overall (upfront) transaction volume jumped from $ billion in to over $ billion in 7 and 8 mainly driven by larger acquisitions of public biotech & specialty pharma companies. The private transaction volume ranged between $ billion and $ billion per year. Proceeds from venturebacked company sales reached $. billion in 7, but dropped to $. billion in 8. Transaction volume from other private companies (family-owned and previous buyouts) vaired strongly from year to year. During, Hexal was sold for $8. billion, generating a record number in that year. / Trade Sale Transaction Volumes 8 Upfront transaction values of all trade sales involving US & European pharma & biotech companies Transaction Volume $bn Public companies (val. > $m) Other private companies Venture-backed private companies Unless otherwise mentioned, transaction volume means the upfront consideration paid in cash and/or shares. The 8 figures include the $ billion purchase of a minority stake in Alcon with the option to buy the company. HBM / M&A Survey -8

3 Half-yearly numbers show that overall M&A volume really picked up during the second half of 6 and stayed at rather high levels since then. VC-backed trade sale volumes peaked in the second half of 7 and dropped to earlier levels in 8. The share of VC-backed company transactions fell from an average of about % during to 7 to about % of total transaction volume in 8. / Trade Sale Transaction Volumes 8 Upfront transaction values of all trade sales involving US & European pharma & biotech companies. Transaction Volume $bn..... Public companies (val. > $m) Other private companies Venture-backed private companies H H H 6 H 6 H 7 H 7 H 8 H 8 During the survey period, European and Asian buyers (mostly large pharma companies) have become more active and increased their share of M&A volume to over 7% in 8. Total Transaction Volume by Buyer Location (Public & Private Trade Sales) Transaction Volume $bn Asia/Pacific.6 Europe USA Throughout the survey period, large pharma companies were the dominant buyer group generating between 6% to 8% of M&A volume. biotech firms played a relatively minor role as acquirers, except in 6 when UCB bought Schwarz for $.7 billion and Gilead purchased Myogen for $. billion. The most active buyers in terms of number of transactions were small biotechs who bought 7 companies during the year period (vs. 6 acquisitions by large pharma, 8 by large biotech and by specialty pharma). However, the transaction volume generated by trade sales to small biotechs amounted to only a few percent of total deal value. HBM / M&A Survey -8

4 Total Transaction Volume by Type of Buyer Transaction Volume $bn..... Small Specialty Most Active Buyers The table below shows the most active buyers (in terms of number of transactions), i.e. firms that closed or more acquisitions between and 8. Pfizer tops the list, both overall and in the number of VC-backed companies acquired. Novartis was also a very active buyer during the period spending more then $ billion on acquisitions. Amgen was the most acquisitive large biotech company, followed by Biogen Idec. Specialty pharma companies Shire and Valeant also bought three companies each. Most Active Buyers 8 (Ranked by # of Transactions) All acquisitions VC-backed private acq. Buyer # of Deals Trans. Value Upfront $mn # of Deals Trans. Value Upfront $mn Pfizer '68 8 '9 Novartis 6 6'66 GSK '8 ' Roche 7 97 Eli Lilly 9'79 Amgen '6 ' Merck & Co '9 8 AstraZeneca '79 6 Takeda 8'7 7 Shire '6 - - Johnson & Johnson 9 7 Valeant 6 6 Biogen Idec 9 We expect that large pharma companies will remain active buyers. Mega transactions such as the planned acquisitions of Genentech by Roche and Wyeth by Pfizer will further drive up M&A volume. Public companies will most likely continue to be attractive M&A targets due to low valuations. Smaller, private companies might, therefore, find it harder than in the past to attract high bids. Includes the $ billion acquisition of a minority stake in Alcon. HBM / M&A Survey -8

5 Trade Sales of Private VC-Backed and Specialty Companies In the following chapters, the acquisitions of private VC-backed US and European biotech and specialty pharma companies will be analyzed in more detail. All of these companies were backed by one or several institutional venture funds, usually raising money in several rounds. In % of cases, a corporate venture fund was also invested. Venture firms with investments in or more of the private companies sold during -8 were (in alphabetical order): Advent (UK), Alta Partners, Atlas, Burrill, Domain Associates, Forward Ventures, HBM BioVentures, MPM Capital, NEA, OrbiMed, Oxford Bioscience Partners, ProQuest and SV Life Sciences. From to 8, the survey counted a total of 9 trade sales (> each year) of private venture-backed North American and European biotechnology and specialty pharma companies. Furthermore, there were transactions with other privately held companies and four previous buyout companies (Zeneus, Betapharm, Medpointe, Talecris). These trade sales are not included in the further analysis. Table : Trade Sales of Private nology and Specialty Companies Number of Transactions Total Venture-backed companies 9 Previous buyouts Other private companies 6 9 Total The 9 trade sales of VC-backed companies generated a total transaction volume of $. billion (or $.6 billion including biodollars). The following tables summarize some key data for trade sales of US and European target companies over the last four years. Table : Transaction Volumes US vs. European Trade Sales US Europe Total Number of transactions 6 88 # of Transactions > $ million Transaction volume upfront ($ billion) Transaction volume incl. biodollars ($ billion) Average transaction size (upfront, $ million) Total investment by VCs into private companies sold between and 8 amounted to approximately $.8 billion. The average multiple between proceeds and invested capital therefore was about.9x. The average return multiple for VC investors was.x (transactions where private valuation data was available). Thus, average returns from trade sales were substantially higher than the average multiple achieved in IPOs. Including small trade sales of Candian biotech companies with a transaction volume of $6 million. These transactions will be excluded when comparing US vs. Europe transactions. HBM / M&A Survey -8

6 Step-ups in IPO pre-money valuations vs. private valuations were estimated to average.6x during the study period. Taking further into account the negative post-ipo performance of most newly listed stocks, M&A generally gave investors far better returns than IPOs. However, not all M&A transactions produced good outcomes for investors: Only about % of the deals generated good returns for VCs (multiple >x). Returns to VCs are analyzed in more detail in one of the following chapters. Table : Other Key Transaction Data US Europe Total Total VC investment ($ billion) Average VC investment per company ($ million) Upfront proceeds /.x.x.9x VC investment (average) Estimated multiple to VC investors (average) Years from founding to trade sale (average).x.9x.x % of companies sold with % 7% % corporate partnership % of companies bought by 6% 9% % corporate partner % of companies sold that had one or several corporate investors % of companies sold at preclinical stage % % 8% % % % Not surprisingly, about one third of the companies sold had a previous partnership with another pharma or biotech company. However, only a small portion of VC-backed biotech and specialty pharma companies were sold to that existing collaboration partner. A substantial minority (%) of trade sales happened before the target company reached clinical stage. The company stage at time of trade sale (and the respective return to VCs) is covered in more detail later in this report. There are marked differences between trade sales of US-based and European companies, such as the higher average VC investment and the higher average deal value for US transactions. Also US trade sales generated higher average multiples on invested capital (and, as detailed at the end of this report, better average returns for VCs). European companies were more often sold at a preclinical stage (% of all cases) than their US counterparts (% of all cases). About.x for US IPOs and.8x for European IPOs Only for transactions where information on invested amounts was available. Companies that had a collaboration with another pharma or biotech firm. Companies that were bought by their existing corporate partner. HBM / M&A Survey -8 6

7 Transaction Volumes 8 for Venture-Backed Companies Transaction volume rose strongly up to 7, but dropped substantially in 8. VC-backed companies only generated % of overall M&A volume in 8 (compared to about % in the previous years). Venture-Backed Private Companies Trade Sales 8 Transaction Volume $bn Upfront transaction value Total value # of Transactions Half-yearly figures show a similar development with especially the second half of 8 showing a significant decline in transactions and deal value. Buyers apparently were more focused on public acquisitions where low valuations attracted strong interest. Venture-Backed Private Companies Trade Sales 8 Transaction Volume $bn Upfront transaction value Total value # of Transactions H H H 6 H 6 H 7 H 7 H 8 H 8 7 was a strong M&A year mainly because of the high number of large US transactions (over $ million). In that year, there were 9 such transactions (vs. -6 transactions for the other years.) Milestone-based or contingent payments (biodollars) amounted to less then % of total upfront proceeds. The fact that, in 7, 9% of total consideration was paid upfront is another indication for a seller s HBM / M&A Survey -8 7

8 market during that year. In 8, milestone payments increased again with more buyers looking to pay top dollars only once certain goals have been reached. Upfront vs. Milestone/Delayed Payments % Tot. Trans. Volume % 9% 8% 7% 6% % % % % % % % % 7% % 79% 89% 9% 7% Milestones Upfront Between and 8, $. billion (or 8% of transaction volume) was generated by the 6 trade sales of US companies, whereas the European transactions amounted only to $.7 billion. The European share of the transaction volume varied from year to year, reaching a respectable 6% during 8. When comparing Europe to the US, one should consider that that the amount of venture capital invested annually in the US biotech market is about to. times higher than in Europe. (Upfront) Transaction Volume by Region of Target Company 6. Transaction Volume $bn.... Europe U.S.. %. 8%.. 6%.8 6% As already mentioned, the average transaction volume for US-based target companies was twice as high as for European deals ($ million vs. $ million). Also, the number of larger (>$ million) transactions in the US was much higher then in Europe (see next page). Especially striking was the year 7, when there were US trade sales with a deal volume of $ million or more, whereas only one European transaction reached this threshold. HBM / M&A Survey -8 8

9 Trade Sales by Transaction Size US vs. European Target Companies # of Transactions US Trade Sales (Average upfront transaction vol. $m) 7 6 European Trade Sales (Average upfront transaction vol. $m) No estimate <$m $m - $m >=$m Who Were the Buyers? pharma companies were the dominant buyers of venture-backed biotech & specialty pharma companies, contributing to almost two thirds of the transaction volume. r biotechs and specialty pharma companies contributed 6% of deal volume each. The most active buyer group in terms of number of deals were smaller biotech companies (7 deals). However, their contribution to overall transaction volume was only 6%. The average deal size for this group was below $ million, often paid in shares, vs. close to $ million for large pharma deals. Who Were the Buyers? (Total 8) Number of Acquisitions Upfront Transaction Volume ($ billion) Specialty & Smaller (%) (%) Specialty & Smaller. (6%) Small.8 (6%) Small 7 (%) 9 (%). (6%) 8. (6%) HBM / M&A Survey -8 9

10 pharma firms were the most important buyers in all years, generating between 6% and 7% of transaction volume. In 8, specialty and smaller pharma companies have become more active, increasing their share of deal volume to %. Transaction Volume (incl. Biodollars) by Type of Buyers % Tot. Trans. Volume % 9% 8% 7% 6% % % % % % % 6% % 8% % 6% % % % 8% % % 6% 7% 7% 6% Spec./Small Small While US buyers clearly dominated during -6, European buyers stepped up their acquisition activity in 7, and in 8 spent considerably more dollars for private acquisitions than their US counterparts. (Upfront) Transaction Volume by Location of Buyer Transaction Volume $bn Asia/Pacific.7 Europe USA HBM / M&A Survey -8

11 Buyers, especially the larger ones, paid mostly in cash for their acquisitions. Small biotech companies often paid in shares, the reason presumably being that cash was not available or that sellers were willing to accept shares as a payment. Payment in Cash and/or Shares By Type of Buyer # Transactions Small Spec. Shares Cash & shares Cash Type of Buyer Not surprisingly, trade sale to large pharma companies produced the best average returns to VC investors. Most transactions with larger biotech firms also showed good to very good multiples. If a company could not attract a larger buyer and was (or had to be) sold to another small biotech company, investors in the majority of cases lost money. Estimated Returns to VCs by Type of Buyer (Number of Transactions) # Transactions Small Specialty Unknown Loss < x x - x > x Time to Exit Creating significant value in a biotechnology or specialty pharma company takes time. The time span from the company s founding to its trade sale averaged 6. years. Assuming that VCs usually made their initial investment to years after the company was founded, the average holding period for (early) investors was to years. The data also indicate that holding periods tended to increase from to 8. HBM / M&A Survey -8

12 Years to Exit (Years from Founding to Year of Trade Sale) Years US companies European companies Average >x Return to VCs Co. with biologics focus Co. with small mol. focus There was no significant difference between time to liquidity in the US vs. Europe. The graph above suggests that successful companies (i.e. transactions generating x or more to VC investors) were able to attract buyers a bit earlier. Companies that were sold at a loss to investors generally took longer to reach a trade sale (average of 7. years). Also, time to exit for companies focused on biologics increased to 8 years in 8 (vs. 6 years for small molecules companies). Stage of Lead Product At the time of the trade sale, % of all companies were at clinical development stage, i.e. their lead compound was in phase I to III. In 8% of the transactions, the products were still preclinical. % of the companies sold had approved or marketed products. These were mostly specialty pharma companies (7 out of ). Stage of Lead Product of Company Sold Number of Transactions Approv./Market % Phase III 7 8% Pre-clinical 7% Please note that numbers do not add up to 9 (total number of transactions) since in a few transactions the stage of lead compound was not known. Phase II 7% Phase I 7% HBM / M&A Survey -8

13 In HBM s previous M&A report, we forecasted a shift to later-stage acquisitions. As the graph below demonstrates, this shift has not happened (yet). The percentage of preclinical transactions did not change much and 8 even showed an increased number of transactions at phase I stage. Stage of Lead Product of Company Sold Number of Transactions # Transactions Pre-Clinical Phase I Phase II Phase III Market/Approv. While preclinical companies more often produced negative returns for VCs than companies at clinical development stage or with marketed products, the former group also had its fair share of trade sales with good returns to investors (x or more). The survey indicates that best returns for VCs are generally achieved once products have reached at least phase I or II. Estimated Returns to VCs by Stage of Lead Compound Number of transactions with return estimates % of Transactions % 9% 8% 7% 6% % % % % % % Loss < x x - x > x Pre-Clinical Phase I Phase II Phase III Approved/Market Acquisition prices for clinical- or later-stage companies are evidently driven by factors other than just the stage of the lead compound. Moreover, the larger investment needed to progress beyond phase II may also have prevented the later-stage companies from generating higher returns to VCs. HBM / M&A Survey -8

14 Biologics vs. Small Molecules, Platform vs. Products Acquisitions targets of large pharma buyers were often companies that developed biologics such as antibodies, next-generation antibodies or vaccines. The increased focus on biologics of several large pharma companies has been widely covered in the press. Future surveys will show whether this interest to add biologics products and capabilities will continue. Focus of Companies Sold (Biologics or Small Molecules) Acquisitions by Acquisitions by Other Buyers 8 # Transactions Small mol. Biologics Related to the fact that large pharma companies were keenly interested to acquire biologics companies is the observation that such transactions showed a better average return to investors (.8x vs..7x for small molecule companies). With the acquisition of a private biotech or specialty pharma company, corporate partners usually seek to buy a product (or a product portfolio), a drug discovery platform or a combination of both. The survey analyzed the deal rationale (platform and/or products) as mentioned in the respective press releases. Platform vs. Products Number of Transactions Number of transactions % % of Transactions 9% 8% 7% 6% % % % % % % Small Spec./ Smaller Trans. >$m Products Platform & products Platform According to this analysis, large pharma buyers were most interested in companies that had both products (lead compound usually in clinical stage) and a drug discovery/development platform. and smaller HBM / M&A Survey -8

15 biotech acquirers were also attracted to product/platform companies, but equally often cited products as the main reason for the acquisition. Specialty and smaller pharma buyers clearly focused on product acquisitions. Platform deals without clinical-stage products were relatively rare ( deals). Almost all larger transactions were product or platform/product acquisitions. Companies with a product-enabling platform and at least one product in clinical trials produced the best returns for investors (and also the lowest percentage of losses). Estimated Returns to VCs Platform vs. Products % Number of Transactions % of Transactions 9% 8% 7% 6% % % Loss < x x - x > x % % % % Platform Platform & product Product(s) Therapeutic Areas During the survey period, oncology-focused companies generated the highest number of transactions. Other active areas were CNS and pain, metabolic diseases, anti-infectives and vaccines, as well as autoimmune and inflammatory diseases. Please note that multiple assignments to therapeutic areas were possible, since some companies were active in more than one field. Number and Volume of Transactions by Therapeutic Focus Upfront trans. vol. $ billion Value... Number. Cancer Cardiovascular Anti-infectives/vaccines Autoimmune/inflammation CNS/Pain Metabolic Respiratory Ophtalmology Other/various..8 # of transactions HBM / M&A Survey -8

16 Which therapeutic areas generated the best returns for VCs? Given the relatively low number of transactions in each therapeutic area, any such analysis can only be indicative. The data suggest that trades sales in antiinfectives ( deals), autoimmune/inflammation (), cardiovascular () and respiratory () produced the best returns (with the majority of exits generating a x or higher multiple for VCs). Transactions in oncology ( deals) and metabolic diseases () produced satisfactory returns in % of the cases. Companies active in CNS or pain () were mostly sold at a loss to investors. Return Multiples to Venture Investors As referred to previously in this report, the transaction outcomes, i.e. return multiples for venture investors, were calculated or estimated in most cases (using VentureSource and other information). Please note that these return estimates may not in all cases be accurate and that no distinction between early- and later-stage investors was made. Multiples were estimated based on the upfront consideration (in cash or shares) divided by the average venture valuation. Potential biodollar payments were not taken into account. Return estimates were not possible in some smaller (and probably less successful) transactions, where neither investment nor transaction values were available. The returns to VCs from trade sales were classified into the following categories: very good return for VCs or Winners : multiple of x or more good return : multiple between x and x positive return : multiple between x and x loss or Losers : multiple below x Almost half of the trade sales produced good or very good returns to VCs. About % of all deals produced a loss. The number of exits with good or very good returns held steady over the period with about such deals every year. The number of losses increased slightly in 8. Estimated Returns to VCs (Number of Transactions) # Transactions Unknown Loss < x x - x > x The returns from US-based investments were generally better than from European target companies. The track record of European transactions was negatively affected by the very disappointing year of 7 (which was very strong for US trade sales). During that year, only the sale of Arrow Therapeutics to AstraZeneca produced a decent return to VCs (estimated to around x). 6 and also 8 showed a much better HBM / M&A Survey -8 6

17 performance for European trade sales. In 8, the majority of exits in Europe generated good or very good returns to VCs. Estimated Returns to VCs by Location of Target (Europe vs. USA) % of Transactions % 9% 8% 7% 6% % % % % % % % 6% % % % 8% 9% 6% % 9% USA Europe Unknown Loss < x x - x > x Estimated Returns to VCs European Trade Sales Only # Transactions Unknown Loss < x x - x > x HBM / M&A Survey -8 7

18 Summary and Outlook While our research shows that the transaction volume for trade sales of VC-backed private biotechnology and specialty pharma companies decreased from 7 to 8, we believe that the private M&A market will remain vibrant. VC-backed biotechnology companies have developed a host of technologies and clinical products that could help to strengthen the internal pipelines of larger pharma and biotech companies. Achieving an attractive private company sale might, however, become more challenging for the following reasons: With the IPO window now being closed for over a year, the number of private biotech companies seeking an exit by trade sale has increased substantially and will increase further. Public companies with, in many cases, historically low valuations compete with private companies as acquisition targets. Very large acquisitions and mergers (such as the planned takeover of Genentech by Roche or Wyeth by Pfizer) may divert the resources and management attention of cash-rich buyers (at least until these large transactions have been digested ). Potent buyers have taken and will attempt to take advantage of the current buyer s market by proposing deal structures with more modest upfront cash payments and further payments contingent on reaching defined milestones. At the same time, the prices for companies with several interested buyers will continue to be driven up in auction-like processes. Over the last four years, M&A clearly was the most profitable exit route for private life sciences companies, especially if they were able to attract a large pharma or biotech buyer. M&A will remain the dominant exit route for 9 and probably also for. More than ever, biotech entrepreneurs and investors therefore have to focus their companies on assets and products that are or will be attractive for other, larger pharma and biotech companies. Since the refinancing market is very challenging, reaching this goal quickly has become a key priority. Please address questions and comments to the authors of this report: Dr Ulrich Geilinger, & Dr Chandra Leo, HBM Partners AG, CH-6 Zug, Switzerland, phone February 9 HBM / M&A Survey -8 8

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