Alex Philippidis Senior News Editor Genetic Engineering & Biotechnology News
Revived markets, inversions, and big pharma’s appetite for new therapies spur megamergers.
Just a few numbers show how far the value of 2014’s top deals involving biopharma mergers and acquisitions (M&A) has surpassed those of 2013: The biggest acquisition of 2014, at $66 billion, is more than four times that of 2013’s number-one (Thermo Fisher Scientific’s purchase of Life Technologies for $13.6 billion plus $1.5 billion in debt).
The number of 2014 M&A deals exceeding $10 billion (five) is 2.5 times the two such deals that occurred in 2013, and the second deal barely surpassed eleven digits at $10.4 billion, the price Amgen paid for Onyx Therapeutics.
Most importantly, the value of 2014’s top 10 M&A transactions reached a combined $179.05 billion—nearly three times the combined $66.4 billion of a year earlier.
How did M&A deals get so huge? The revival of the financial markets, plus buyers’ willingness to pay big for new treatments, pushed M&A activity to new heights. So, too, did the trend of U.S. biotechs scrambling to slice their tax bills through “inversion” mergers with European partners—though the U.S. Treasury Department dampened that stampede somewhat through new regulations
The new anti-inversion rules claimed two other megadeals. One of them would have made this list had it not fallen through: AbbVie’s aborted nearly $52 billion purchase of Shire. The other deal was Salix Pharmaceuticals’ planned merger with Cosmo Pharmaceuticals, which at $2.7 billion would have missed the list by a wide margin, coming in as only the 18th largest M&A deal of 2014. (A third megadeal, Pfizer’s ill-fated $116 billion attempt to buy AstraZeneca, ran afoul of opposition from the takeover target as well as the U.K. government of Prime Minister David Cameron, which sought guarantees that the buyer would not eliminate jobs and operations in the kingdom).
So large are this past year’s mergers and acquisitions that the 11th largest deal narrowly missed this list despite its value of about $5.3 billion—Mylan’s purchase of Abbott Laboratories’ non-U.S. developed markets specialty and branded generic drug business. A deal that size would have ranked at No. 6 in 2013.
Finally, what about next year? Veteran industry observer G. Steven Burrill, CEO of Burrill LLC and Burrill Media, said December 16 that he doesn’t foresee 2015 being an even hotter year for mergers and acquisitions, or initial public offerings for that matter: “The unprecedented IPO and M&A activity this year will make 2014 one for the record books and unlikely to ever be surpassed.” Whether Burrill’s caution proves to be prudent remains to be seen.
Below is a list of 2014’s top 10 largest M&A deals disclosed in 2013 by drug developers, tools/tech companies, and CROs, ranked by deal value in U.S. dollars. Each acquired company is listed along with its acquirer or prospective acquirer, the price, and the status of the deal.
#10. Novartis—Animal Health Division
Acquired by: Eli Lilly
Price: Approximately $5.4 billion
Deal status: Announced April 22. On December 22, Lilly agreed to sell its Sentinel product line of medications for treating heartworm disease in dogs, and associated assets, to Virbac, in order to settle a complaint by the U.S. Federal Trade Commission that the transaction with Novartis was anticompetitive and would lead to higher prices. The deal is expected to close by the end of the first quarter of 2015.
#9. Questcor Pharmaceuticals
Acquired by: Mallinckrodt
Price: Approximately $5.8 billion
Deal status: Completed August 14
#8. InterMune
Acquired by: Roche
Price: $8.3 billion
Deal status: Completed September 29
#7. Novartis—Vaccines Business (excluding flu products)
Acquired by: GlaxoSmithKline (GSK)
Price: Up to $8.85 billion (1) (2)
Deal status: Announced April 22. On December 18, GSK shareholders at a General Meeting approved a series of transactions with Novartis that included the acquisition of Novartis’ vaccines division. The deal is expected to close during the first half of 2015. Not included were Novartis’ flu products, which the pharma giant agreed to sell separately to CSL for $275 million.
#6. Cubist Pharmaceuticals
Acquired by: Merck & Co.
Price: $9.5 billion (3)
Deal status: Announced December 8. On December 19, Merck began its cash tender offer to purchase all outstanding shares of common stock of Cubist. The deal is expected to close in the first quarter of 2015.
#5. Merck & Co.—Consumer Care Business
Acquired by: Bayer
Price: $14.2 billion (4)
Deal status: Completed October 1.
#4. GlaxoSmithKline—Oncology Business
Acquired by: Novartis
Price: Up-to-$16 billion (5)
Deal status: Announced April 22. On December 18, GSK shareholders at a General Meeting approved a series of transactions with Novartis that included the sale of GSK’s oncology business to Novartis. The deal is expected to close during the first half of 2015.
#3. Sigma-Aldrich
Acquired by: Merck KGaA
Price: $17 billion
Deal status: Announced September 22. On December 5, Sigma-Aldrich said that its stockholders voted to adopt the merger agreement providing for the acquisition. The deal is expected to close “in mid-2015.”
#2. Forest Laboratories
Acquired by: Actavis
Price: Approximately $28 billion
Deal status: Completed July 1.
#1. Allergan
Acquired by: Actavis
Price: $66 billion
Deal status: Announced November 17; expected to close in the second quarter of 2015.
(1) Novartis agreed to pay GSK $14.5 billion, plus up to $1.5 billion tied to two recently approved GSK-developed compounds, the BRAF inhibitor Tafinlar® (dabrafenib or GSK2118436) and the MEK inhibitor Mekinist™ (trametinib or GSK1120212) succeeding in the COMBI-D (Combination of MEK and BRAF Inhibitors versus dabrafenib) trial, which entered Phase III in 2012.
(2) In a press release announcing completion of the deal, Bayer said the deal price was $14.2 billion “less certain contingent amounts held back that will be payable upon antitrust approvals in Mexico and the Republic of Korea.”
(3) Merck agreed to pay $8.4 billion in equity and another $1.1 billion in net debt for Cubist.
(4) Deal price consists of $5.25 billion upfront, and up to $1.8 billion in payments tied to development milestones, adding up to $7.1 billion. In addition, GSK agreed to pay Novartis 10% royalties on net sales of two Novartis-developed products, the meningitis multivalent conjugate vaccine candidate MenABCWY, and the meningitis B vaccine Bexsero.
(5) GSK detailed the royalties, saying it agreed to shell out $450 million upon FDA regulatory approval for MenABCWY; another $450 million if Bexsero achieves an agreed annual net sales threshold; $450 million upon achieving a milestone relating to ACIP regulatory recommendations for either Novartis’ MenABCWY vaccine product or Bexsero; and $450 million upon achieving an agreed milestone relating to ACIP regulatory recommendations in respect of Novartis’ Group B streptococcus vaccine.
