Alex Philippidis Senior News Editor Genetic Engineering & Biotechnology News

A Few Expansion-Minded Companies Push Activity—and Deal Values—to New Heights

When talking about mergers and acquisitions (M&A), the numbers usually tell the story.

The biggest deal of 2015, Pfizer’s planned $160 billion acquisition of Allergan, was the largest-ever merger among drug developers, and more than twice the size of 2014’s number-one M&A transaction, in which Activis shelled out $70.5 billion for Allergan Inc., whose name it then took. Pfizer-Allergan accounted for nearly half of the total combined $324.594 billion value of the top 15 deals of 2015—a huge number compared with $203.8 billion for the 15 biggest mergers and acquisitions of 2014.

Seven deals exceeded $10 billion in 2015, up from five deals in 2014 and just two in 2013.

Equally as important as the numbers, Pfizer and Allergan led a small but very active parade of pharma giants and biotechs that pulled off several deals in the course of last year. Pfizer stayed busy all year long, not only buying Allergan but two other companies, Hospira (see below) and vaccine developer Redvax (for an undisclosed price). As for Allergan, it accounted for the top two deals of 2015, the other being the planned $40.5 billion sell-off of its generics business to Teva Pharmaceutical Industries.

Teva was among major biopharma M&A players during 2015, as was Shire, which completed two acquisitions. An even larger acquisition, Shire’s planned $32 billion merger with Baxalta, wasn’t announced until January 11 of this year and thus isn’t included in this GEN List. Also not included are M&A deals that fell through—notably Mylan’s $26 billion hostile acquisition offer for Perrigo, Teva’s $40 billion offer for Mylan, and Horizon Pharma’s hostile $1.1 billion offer for Depomed.

Below is a list of 2015’s top 15 largest M&A deals disclosed in 2014 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, the status of the deal, and the buyer’s stated reason for pursuing the deal.

#15. Roxane Laboratories and Boehringer Ingelheim Roxane

Acquired by: Hikma Pharmaceuticals

Price: Approximately $2.65 billion, consisting of $1.18 billion cash and 40 million new Hikma shares issued to Boehringer Ingelheim at £23.50 ($36.66) per share, based on an exchange rate of $1.56 per U.K. pound.

Deal status: On December 24, Hikma issued a statement reporting “significant progress” towards completing the acquisition of Roxane, adding that the closing was expected to occur by the end of February 2016, following the approval of Hikma's shareholders.

Reasoning: Announced July 28, the deal was designed to expand Hikma’s U.S. generics presence by vaulting the buyer into the sixth-largest drug company in the U.S. generics market by revenue, based on IMS Health data.

#14. ZS Pharma

Acquired by: AstraZeneca

Price: Approximately $2.7 billion

Deal status: Completed December 17

Reasoning: Announced November 6, the deal was designed to expand the buyer’s cardiovascular and metabolic disease portfolio.

#13. Auspex Pharmaceuticals

Acquired by: Teva Pharmaceutical Industries

Price: Approximately $3.5 billion in equity value

Deal status: Completed May 5

Reasoning: Announced March 30, the deal was intended to enhance the buyer’s revenue and earnings growth profile and strengthen its core central nervous system franchise with the addition of Auspex’ portfolio of treatments for people who live with movement disorders.

#12. NPS Pharmaceuticals

Acquired by: Shire

Price: $5.2billion

Deal status: Completed February 21

Reasoning: Announced January 11, the deal was designed to accelerate the growth of acquired company’s portfolio through the buyer’s market expertise in gastrointestinal disorders, core capabilities in rare disease patient management, and global footprint.

#11. Dyax

Acquired by: Shire

Price: Up to $6.5 billion, consisting of $5.9 billion upfront plus $646 million if DX-2930 wins U.S. regulatory approval for the prevention of type 1 and type 2 hereditary angioedema (HAE) by the end of 2019, a year after the drug is anticipated to launch.

Deal status: Dyax will hold a special meeting of its stockholders January 21 to vote on the proposed acquisition. The companies said in November they expected the deal to close in the first half of 2016, subject to the shareholder vote as well as customary closing conditions and regulatory approvals.

Reasoning: Announced November 2, the deal expands the buyer’s rare-disease offerings with Dyax’s portfolio of plasma kallikrein (pKal) inhibitors against HAE, led by the Phase III-ready DX-2930.

#10. Receptos

Acquired by: Celgene

Price: Approximately $7.626 billion

Deal status: Completed August 27

Reasoning: Announced July 14, the deal was designed to enhance the buyer’s inflammation and immunology portfolio, further diversify its expected revenue beginning in 2019, and build upon its growing expertise in inflammatory bowel disease.

#9. Par Pharmaceutical

Acquired by: Endo International

Price: $8.14 billion, including assumption of Par debt

Deal status: Completed September 25

Reasoning: Announced May 18, the deal was designed to expand the buyer’s Qualitest® generic drugs business, catapulting it into the top five as measured by U.S. sales.

#8. Synageva

Acquired by: Alexion Pharmaceuticals

Price: $8.86 billion

Deal status: Completed June 22

Reasoning: Announced May 6, the deal was intended to expand the buyer’s portfolio of metabolic treatments with what it boasted will be “the most robust rare disease pipeline in biotech.”

#7. Sanofi—Merial

Acquired by: Boehringer Ingelheim

Price: €11.4 billion ($12.4 billion), consisting of exchange for Boehringer Ingelheim’s consumer healthcare business, valued at €6.7 billion ($7.3 billion), plus €4.7 billion ($5.1 billion) cash payment from Boehringer to Sanofi

Deal status: Set to close in Q4 2016, subject to regulatory approvals.

Reasoning: Announced December 15, the deal is designed to catapult the buyer into global leadership in consumer healthcare with pro forma sales of approximately €5.1 billion ($5.6 billion) in 2015, based on market-share figures from Nicholas Hall & Co; and Boehringer Ingelheim into the world’s second-largest animal health company with pro forma sales of approximately €3.8 billion ($4.1 billion) in 2015.

#6. Salix Pharmaceuticals

Acquired by: Valeant Pharmaceuticals International

Price: Approximately $16 billion

Deal status: Completed April 1

Reasoning: Announced February 22, the deal was designed to enhance the buyer’s portfolio of specialty products with acquired company’s gastrointestinal franchise.

#5. Pall

Acquired by: Danaher

Price: Approximately $13.6 billion, net of assumed debt of $417 million and acquired cash of approximately $1.2 billion

Deal status: Completed August 31

Reasoning: Announced May 13, the deal was designed to provide additional sales and earnings growth opportunities for the buyer by expanding geographic and product line diversity, including new product and service offerings in the areas of filtration, separation and purification, and through the potential acquisition of complementary businesses.

#4. Hospira

Acquired by: Pfizer

Price: Approximately $16 billion

Deal status: Completed September 3

Reasoning: Announced February 5, the deal is intended to expand the buyer’s established drug business and global reach with the potential for growth in injectable drugs and infusion technologies, as well as biosimilars.

#3. Pharmacyclics

Acquired by: AbbVie

Price: Approximately $20.8 billion

Deal status: Completed May 26

Reasoning: Announced March 4, the deal was intended to accelerate the buyer’s clinical and commercial presence in oncology, strengthen its pipeline, and establish its position in hematological oncology.

#2. Allergan—Global Generics Business

Acquired by: Teva Pharmaceutical Industries

Price: Approximately $40.5 billion

Deal status: Allergan expects the deal to close in the first quarter of 2016, according to the company’s Form 10-Q filing for the third quarter of 2015, filed November 5.

Reasoning: Announced July 27, the deal was intended to transform the buyer into one of the world’s top drugmakers by acquiring Allergan's legacy Actavis global generics business, including the U.S. and international generic commercial units.

#1. Allergan

Acquired by: Pfizer

Price: Approximately $160 billion

Deal status: Announced November 23, it is the largest-ever merger among drug developers and the largest-ever tax-slicing “inversion” merger. Republican presidential candidate Donald Trump and Democratic presidential hopefuls Hillary Clinton and U.S. Sen. Bernie Sanders have expressed opposition to the merger. However, the criticism isn’t expected to torpedo the deal, which is expected to close in the second half of 2016, subject to conditions that include regulatory approval in the U.S. and European Union, approvals from both Pfizer and Allergan shareholders, and the completion of Allergan’s pending divestiture of its generics business to Teva Pharmaceuticals (See #2, above).

Reasoning: The deal is intended to expand the pipeline by combining Pfizer’s products in six therapeutic areas—cardiovascular and metabolic diseases, immunology and inflammation, neuroscience and pain, oncology, rare diseases, and vaccines—with Allergan’s specialties, which include aesthetics and dermatology, anti-infectives, eye care, gastrointestinal, neuroscience, urology, and women’s health.


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