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21st Annual Report: Belt tightens on big pharma back to table of contents  
  The pharmaceutical industry is cutting costs as the pressure of weak pipelines, generic drugs, and product failures pummels major players.

by Christiane Truelove

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Mergers & Acquisitions, Partnerships, & Collaborations 2010 – Review and Outlook

This PharmaLive Special Report analyzes the healthcare industry’s M&As of 2009, providing a comprehensive listing of companies’ M&A activity and detailing the top 20 deals within each of the Pharmaceutical, Biotechnology, Specialty, and Medical Device sectors, and previews potential M&A activity within the healthcare arena for 2010.

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The pharmaceutical industry had another very uneasy year in 2006, and the first half of 2007 presages even more changes to come. Companies continue to be challenged by weak pipelines and patent expirations as promising investigational drugs evaporate in a cloud of failure and the safety of some blockbuster products continues to be the topic of Congressional investigations. To strengthen pipelines, there has been a spate of mergers and acquisitions, particularly in the biotechnology and generic pharmaceutical arenas. As generics eat into sales, more large pharmaceutical companies are making personnel cuts and facility reductions.

Despite all of the challenges, many of the top 50 pharmaceutical companies experienced a fairly profitable year in 2006. Among the top 50, 22 experienced growth in the double digits: Novartis, Med Ad News Company of the Year Roche, AstraZeneca, Bayer, Boehringer Ingelheim, Schering-Plough, Takeda, Genentech, Teva, Novo Nordisk, Eisai, Forest, Solvay, Genzyme, Allergan, Gilead, Biogen Idec, King Pharmaceuticals, Watson, Shire, Cephalon, and Mylan Laboratories. For a list of the top 50 companies by health-care revenue, please see the chart on page 10.

For the first time in four years, Pfizer Inc. (pfizer.com) is not the top company by health-care revenue. Instead, Johnson & Johnson (jnj.com) has climbed into the No. 1 spot. J&J recorded revenue of $53.32 billion in 2006, 5.6% more than in 2005. Pfizer recorded revenue of $48.37 billion, an increase of 2% from 2005.

Pfizer suffered a number of blows earlier this year, including the impact of the loss of U.S. exclusivity for Zoloft and Norvasc, Lipitor’s declining performance in the United States, and the stoppage of all clinical trials for the promising cardiovascular drug torcetrapib due to safety concerns.

Despite these setbacks, the company is still on track to meet its 2007 and 2008 revenue and adjusted diluted earnings-per-share goals, according to Pfizer Chairman and CEO Jeffrey Kindler. For more about Pfizer, please see the profile on page 150.

BOOM TIMES FOR BIOTECH

Although some small-molecule-focused big pharmaceutical companies are struggling, some of their biotechnology brethren are growing rapidly. For example, the No. 2 biotechnology company, Genentech Inc. (gene.com), experienced significant growth in 2006, with revenue of about $9.28 billion, a 40% increase compared with 2005. The company’s total revenue in the first half of 2007 was $5.85 billion, a 39.7% increase compared with the same half last year.

The No. 3 biotech company, Genzyme Corp. (genzyme.com) had 2006 sales of $3.19 billion, 16.5% more than in 2005. First-half 2007 sales totaled $1.82 billion, 19.2% more than in first-half 2006.

Ranked No. 5 among biotech companies, Gilead Sciences Inc. (gilead.com), experienced revenue growth of almost 50% compared with 2005, to $3.03 billion. First-half 2007 revenue was $2.08 billion, a 50.7% increase compared with the first six months of 2006.

The performance of these three companies demonstrates the strength of the biotech industry. According to experts at Ernst & Young, strong product pipelines and revenue are driving the industry’s march toward profitability, and new technologies are fueling soaring deal values.

"The industry in the U.S. has never been stronger, and we’re seeing its success story spreading to other parts of the world — particularly Europe," says Glen Giovannetti, global biotechnology leader, Ernst & Young (ey.com). "Time will determine whether these trends will be sustained, but there’s reason for optimism. Innovation is being rewarded with record revenues and unprecedented premiums in M&A transactions."

Although the biotechnology industry has experienced strong growth, the industry’s No. 1 biotech company, Amgen Inc. (amgen.com), had a tougher 2006. The company recorded a 14.8% increase in sales, to $14.27 billion. On the other hand, net income was $2.95 billion, 19.7% less than in 2005, and earnings per share were $2.48, 15.4% less than the previous year.

In August 2007, Amgen announced cuts and restructuring due to lower sales of the anemia drug Aranesp. Sales of the company’s top product dropped after safety concerns were raised. Amgen’s restructuring will reduce headcount by between 2,200 and 2,600 employees, 12% to 14% of total staff. The company will reduce planned capital expenditures by about $1.9 billion during the 2007-2008 period, with a resulting improvement in cash flow. Amgen will also close certain production operations and rationalize other facilities and will make choices about the highest priorities in research and development and operations that build the framework for future growth. Executives believe that these initiatives will be substantially completed by 2008 and yield pre-tax savings of between $1 billion and $1.3 billion in 2008.

Amgen’s plight shows that biotechnology companies are not immune from the problems being experienced by their big pharmaceutical counterparts. Biotechnology companies will have to broaden their product portfolios and run more clinical trials to grow. For more about the top biotechnology companies, please turn to page 50.

Meanwhile, large pharmaceutical companies are relying on deals with and acquisitions of biotechnology companies to strengthen their pipelines. According to Ernst & Young, deal values soared in 2006, with alliances involving U.S. companies totaling $23 billion, an all-time record, and high premiums drove the value of mergers and acquisitions to the second-highest level in the industry’s history. The average premium in M&A transactions with values more than $500 million increased to 60% in 2006, more than twice the average M&A premium from 2003 to 2005. And in a reversal of recent trends, pharmaceutical buyers gravitated toward early-stage platforms and technologies.

"In many ways, 2006 was the year of the deal — but this is all the more remarkable because there was no one deal of the year," Mr. Giovannetti says. "In prior years, high deal-value totals were typically driven by a single mega deal, but in 2006 we now have widespread recognition among buyers of the potential value in biotech’s platforms and pipelines. That’s remarkable and a testament to the tremendous innovation of the global drug-development industry."

Large pharmaceutical companies were not the only ones doing the acquiring, as the largest biotechnology companies got into the act as well. Toward the end of 2006, Genentech announced its intention to acquire Tanox Inc. (tanox.com), which represents the first proposed acquisition in Genentech’s 30-year history. Genentech and Tanox have been working in collaboration with Novartis since 1996 to develop and commercialize Xolair. Genentech executives say closing the acquisition will result in an improvement of the financial results for Xolair. Additionally, Tanox’s product pipeline includes interesting molecules being developed for diseases such as asthma, HIV infection, and age-related macular degeneration. Genentech closed the deal in August 2007.

At the end of July 2007, Genzyme completed a tender offer to acquire shares of Bioenvision Inc. (bioenvision.com). Genzyme will purchase about 19% of the outstanding shares of Bioenvision common stock on an as-converted basis, including the 100% of outstanding shares of preferred stock that have already been tendered. Each share of preferred stock can be converted into about two shares of common stock, and also carries a separate class vote over any merger or business combination of Bioenvision and approval of the authorization of any additional shares of Bioenvision common stock, as well as other features.

A merger vote is expected before the end of the year. Genzyme agreed to acquire Bioenvision in an all-cash transaction valued at $5.60 per outstanding common share and $11.20 per outstanding preferred share, or about $345 million.

In October 2006, Genzyme extended an existing offer to acquire the outstanding shares of AnorMed Inc. (anormed.com) after receiving confirmation that the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 was expected to expire Nov. 6, 2006, unless the Federal Trade Commission requested additional information or granted early termination. Genzyme announced Oct. 17 that the company had entered a support agreement with AnorMed under which Genzyme would acquire AnorMed in an all-cash transaction valued at $13.50 per outstanding share, or about $580 million.

Amgen is also involved in other biotech acquisitions. In September 2006, Amgen entered into a definitive merger agreement to acquire Avidia Inc., a privately held biopharmaceutical company that discovers and develops a new class of human therapeutic known as Avimer proteins. Amgen now has access to Avidia’s lead product candidate, an inhibitor of interleukin 6 for the treatment of inflammation and autoimmune diseases, which is in Phase I clinical trials. Avidia focuses on biotherapeutics consisting of single protein chains comprising modular binding domains, like beads on a string. This platform can be used to create multiple protein-based therapeutics.

In July, Amgen completed the acquisition of Ilypsa Inc. (ilypsa.com), a San Francisco Bay area biotechnology company that develops non-absorbed drugs for renal disorders. This acquisition provides Amgen with ILY101, a late-stage selective phosphate binder for the treatment of hyperphosphatemia in chronic kidney disease patients on hemodialysis.

Amgen paid $420 million in cash to acquire Ilypsa. According to Amgen executives, Ilypsa and ILY101 are a strategic fit for Amgen’s nephrology portfolio and demonstrate the company’s commitment to explore, develop, and commercialize promising drugs that help in the fight against kidney disease and its complications.

Also in July, Amgen completed the acquisition of Alantos Pharmaceuticals AG (alantos.com), a private biotechnology company in Cambridge, Mass. This acquisition provides Amgen with a clinical-stage dipeptidyl peptidase IV inhibitor for the treatment of type 2 diabetes and a matrix metalloproteinases platform for osteoarthritis.

Ernst & Young experts say the acquisitions by biotechnology companies are signs of the pressures of success. These challenges of success will drive even more deal activity in the years ahead. Of the biotechnology CEOs surveyed by Ernst & Young, 99% of Americas CEOs and 87% of European CEOs plan to enter deals in the next two years, with sales and marketing assistance being the most-popular reason for entering alliances. More than half, or 52%, of CEOs plan to partner to bring new products to market, up from 29% of products that are marketed with the help of partners.

"Maturation brings greater responsibilities, including greater regulatory challenges and heightened investor scrutiny," Mr. Giovannetti says. "Despite these challenges, the biotechnology sector still holds great promise for innovative companies and is comfortably on track to become a $100 billion revenue industry before the end of the decade."

Two biotech companies — Serono SA and Chiron Corp. — and two specialty pharmaceutical companies — Schering AG and Altana AG — from Med Ad News’ September 2006 top 50 pharmaceutical companies list are not ranked in this publication because they have been acquired. Serono was acquired in January by Merck KGaA (merck.de). Merck integrated Serono into its ethical pharmaceuticals division to form Merck Serono (for more about the acquisition of Serono, go to page 138). Chiron was acquired by Novartis in April 2006 (for more details, go to page 142.)

Schering was acquired by Bayer (bayer.com). Now called Bayer Schering, the unit is managed with Bayer’s other pharmaceutical business under Bayer HealthCare. For more information about Bayer Schering, go to page 44.

Altana sold its pharmaceuticals business, Altana Pharma, to Nycomed at the end of 2006. This places Nycomed among the top 50 pharmaceutical companies. Altana now operates only the specialty chemical company Altana Chemie. The merger of Altana Pharma with Nycomed was completed by January 2007.

"Both Nycomed and Altana Pharma are successful and growing companies with highly complementary businesses," says Dr. Hakan Bjorklund, CEO of Nycomed (nycomed.com). "Merging the two companies will provide a leadership position in our European home markets and a strong platform in some of the world’s fastest-growing pharmaceutical markets, including Russia-CIS and South America."

GENERICS ACQUISITIONS

The generics industry did particularly well in 2006, energized by the expiration of the patents for two brand-name statins and a best-selling antidepressant — Pravachol, Zocor, and Zoloft — between October 2005 and December 2006. Ten brand-name medications with sales of more than $8.1 billion are expected to lose patent exclusivity in 2007, including the widely prescribed sleep medication Ambien and the antihypertensives Norvasc and Toprol-XL.

The industry was also spurred by consolidation and acquisitions. In January 2006, Teva Pharmaceuticals Ltd. (tevapharm.com) acquired Ivax Corp.

Watson Pharmaceuticals Inc. (watsonpharm.com) acquired the generic pharmaceutical company Andrx in November 2006 and Sekhsaria Chemicals Ltd. in Mumbai, India. This provides the company with additional manufacturing capabilities and adds the development of select active pharmaceutical ingredients to Watson’s portfolio.

Mylan Laboratories Inc. (mylan.com) made two significant acquisitions in 2006 and the first half of 2007. Aug. 28, 2006, Mylan announced an agreement to acquire a controlling interest in Matrix Laboratories Ltd. (matrixlabsindia.com), a publicly traded Indian company. Matrix is primarily engaged in the manufacture of active pharmaceutical ingredients and solid oral dosage products.

In May 2007, Mylan announced the signing of a definitive agreement under which the company will acquire Merck KGaA’s generics business, Merck Generics, for $6.7 billion in an all-cash transaction. According to Mylan executives, the combination of Mylan and Merck Generics will create a vertically and horizontally integrated generics and specialty pharmaceuticals leader with a diversified revenue base and a global footprint. (For more information about the generics companies, please turn to page 88.)

The generics industry is benefiting not only from patent expirations, but greater use of generics in Medicare Part D. According to IMS Health Inc., previously uninsured seniors are saving 60% on medicines through Part D plans on average, and the use of generic medications is higher in Medicare Part D than in the rest of the marketplace. According to IMS, generic drugs comprise 58% of prescriptions in Part D, compared with 57% of all retail prescriptions. Previously uninsured seniors in Part D increased their use of all medications, including generics and brands, by 26% and their out-of-pocket costs per prescription decreased 60%.

"PBMs have played a key role in increasing generic utilization in Part D," says Mark Merritt, president, Pharmaceutical Care Management Association (pcmanet.org). "This new report is further evidence that Part D plans and the PBMs who administer them are reducing costs and increasing access for America’s seniors and the disabled."

PAINFUL CUTS

Amgen was not alone in announcing cuts in 2006 and in the first half of 2007. Pfizer cut 10,000 employees, or about 10% of its work force, in December 2006 and January. In July, Johnson & Johnson announced plans to cut 4,800 jobs or about 3% to 4% of its work force, and AstraZeneca (astrazeneca.com) announced job cuts of 7,600, or about 10% of the workforce. Bristol-Myers Squibb Co. (bms.com) also announced plans to cut jobs.

Eli Lilly and Co. (lilly.com) laid off all 700 employees at Icos Inc. after acquiring the Bothell, Wash.-based biotechnology company in January.

Bayer announced the company would cut 6,100 jobs worldwide after the acquisition of Schering. The cuts comprise 3,150 jobs in Europe, 1,000 jobs in the United States, 750 jobs in Asia, and 1,200 jobs in Latin America and Canada. The positions to be cut are 1,400 in global R&D, 1,850 in production, and 2,850 positions from central administration.

EYE ON ASIA

The Japanese pharmaceutical industry continues to struggle. Out of the 10 Japanese pharmaceutical companies among the top 50, the majority posted sales increases only in the low single digits and declining net income. Continuing government efforts to cut drug costs continue to have a negative effect on Japanese drug makers. In April 2006, the Japanese government carried out a special drug-price reduction and revision of price calculation for branded drugs for which substitute generic drugs were available, in addition to the ordinary reduction of National Health Insurance drug prices. Specific measures to encourage the use of generic drugs were also put into place. As a result, the domestic market in fiscal 2006 posted negative growth for the first time in six years.

The Japanese government is expected to promote various measures to cut pharmaceutical costs, including annual National Health Insurance drug-price revision, price reductions that are not based on market prices, and the planned adoption of a scheme for comprehensive medical fees for elderly outpatients. Therefore, analysts forecast the Japanese market to grow at about 1% to 2%, in the year ahead. For more information about the Japanese pharmaceutical companies, please turn to page 106.

Looking away from Japan, experts at PricewaterhouseCoopers say the Asia-Pacific region will replace the United States and Europe as the pharmaceutical industry powerhouse, fueled by government incentives. In addition to becoming the largest market in the world for drugs, led by growth in China, India, and Singapore, Asia Pacific is seeing an influx of multinational companies, and its own pharmaceutical companies are bulking up by acquiring international market share.

According to PricewaterhouseCoopers analysts, competition for international pharmaceutical players is intensifying as Asian entities offer grants, incentives, and infrastructure support. Operational risks continue to be a concern despite progress in strengthening regulatory standards and intellectual-property protections across Asia, and growth in the region may be tempered by continuing industry concerns about intellectual-property rights, corruption, and pricing.

"The pendulum for the pharmaceutical industry is shifting from the West to the East," says Dan Bartholomew, senior managing director, pharmaceutical and life sciences practice, PricewaterhouseCoopers (pwc.com). "This means that if U.S.-based companies want to have part of that market, they are going to need to be present in the region and learn to navigate the risks. It’s not that U.S.-based pharmaceutical companies will leave the States altogether, but they will restructure just as the textile, electronics, and automobile industries have done."

Among the executives surveyed from multinational pharmaceutical companies by PricewaterhouseCoopers, almost six in 10, or 58%, say they agreed that the center of gravity for the global pharmaceutical market is shifting to Asia Pacific. Among Asia’s domestic company executives, 62% agreed with this supposition. Three-quarters of executives from multinational companies surveyed say they are worried about intellectual-property rights and legal risks, and concern about intellectual-property protections is cited by them as the biggest reason to consider leaving Asia Pacific. Almost three-quarters, or 74%, of multinational companies and almost eight in 10, or 79%, of Asia’s domestic companies saw an improvement in intellectual-property right protections during the past five years, primarily as a result of the introduction of new IP laws, underpinned by a stronger government emphasis on IP protection and more rigorous application of existing laws.

INDUSTRY STILL IN IMAGE BATTLE

Although not reflected on company bottom lines, the pharmaceutical industry continues to fight to revamp its image. A January 2007 survey by PricewaterhouseCoopers found significant differences between the public’s view of pharmaceutical companies and the industry’s self perception. These differences have caused the industry to lose the trust of its key stakeholders. The disconnect is contributing to the decline in the industry’s reputation and causing the industry’s messages about its value to society to fail in the court of public opinion.

Surveying physicians, health insurers, researchers, and policymakers, PricewaterhouseCoopers found the public believes that the industry has put profits before patients, abandoning its original vision of improving human health. As a result, the public disregards the benefits that pharmaceutical companies bring to health care. According to PricewaterhouseCoopers, unless the industry takes decisive steps to understand and narrow the gap between its actions and public perception, its damaged reputation will continue to pose a threat to the long-term success of the industry.

"It is difficult to comprehend how an industry that has saved so many lives should be held in such low public esteem," says Peter Claude, a partner in PricewaterhouseCoopers Pharmaceutical and Life Sciences Advisory Services Group. "Yet in the current climate of distrust, the public is questioning the industry’s motives and practices from sales and marketing to pricing to drug development. Pharmaceutical companies need to demonstrate a better balance of their primary health-care mission with their fiduciary obligation to shareholders through patient-focused behavior. Research has shown that a 5% positive change in corporate reputation translates into a 3% to 5% positive change in market capitalization."

PricewaterhouseCoopers found that 74% of consumers underestimate the average financial investment required to research and develop a new drug by more than 50%. Just 55% of consumers believe that pharmaceutical companies consider important unmet medical needs when deciding to develop a new drug, compared with 45% believing that the industry prefers to develop "me-too" and "lifestyle" drugs with the greatest sales potential. Meanwhile, 91% of pharmaceutical executives say health needs are a top priority for pharmaceutical companies. When it comes to promotion, 94% of consumers and 81% of industry stakeholders say drug companies are too aggressive in promoting unapproved uses of their products, yet only 47% of pharmaceutical company executives agreed.

In assessing clinical-trial information, 62% of stakeholders agreed that drug companies often manipulate or suppress negative clinical-trial results to maximize sales. Four out of five pharmaceutical executives disagreed. 73% of stakeholders agreed that drug companies spend too much money and effort attempting to prevent generic drugs from competing with their branded products. Consumers strongly agreed that drug companies should be working with generic drug manufacturers to make generics available upon expiration of their branded drug’s patent.

PricewaterhouseCoopers found that consumers place more value on a pharmaceutical company’s reputation when deciding whether to use a given pharmaceutical product than pharmaceutical executives believed. Seventy-eight percent of consumers stated that when given a choice, they will consider a drug company’s reputation when choosing which product to take. Only one out of three pharmaceutical executives thought reputation was a factor. Because one of the chief ways patients become familiar with a company is through DTC advertising, this poses a double-edged sword for the industry. Although DTC advertising can provide valuable information to a large audience of consumers, only 10% of stakeholders and consumers think that direct-to-consumer advertising provides complete and useful information, compared with 40% of industry executives.

Additionally, almost 94% of stakeholders agreed that drug companies spend too much money on drug promotion overall, including DTC advertising as well as physician education and overall sales-force initiatives. Surprisingly, nearly three-quarters of industry executives agreed.

Despite the feeling that the industry spends too much on drug promotion, DTC spending is 2.6 times higher than in 1996. According to a study in The New England Journal of Medicine, although direct-to-consumer advertising increased 330% from 1996 to 2005, DTC made up 14% of the almost $30 billion the companies spend to promote their drugs. Total spending on pharmaceutical promotion grew to $29.9 billion in 2005 from $11.4 billion in 1996, an average annual growth rate of 10.6%, the researchers found.

One way pharmaceutical companies can fight back against their negative image and take on generics is to show the effectiveness of their medicines. But a July study that looked at how closely information submitted to formulary committees at managed health-care systems and pharmacy benefit management companies complies with national guidelines from the Academy of Managed Care Pharmacy showed that this program has promise but is still far from successful.

The Center for the Evaluation of Value and Risk in Health at Tufts-New England Medical Center reviewed the quality of economic analysis in dossiers submitted to Premera Blue Cross between 2002 and 2005. The center also examined the clinical studies included in the submissions made to Premera in 2003. The center found the quality of information that drug companies submitted was of relatively poor quality, including sub-standard economic analyses.

Although FDA does not consider cost-effectiveness a condition of approval, health insurers and pharmacy benefit managers can ask for such information. Premera routinely requests the information to design benefits that reward consumers for purchasing the most cost-effective and high-quality drugs.

The study of 115 submissions by drug makers found that drug companies voluntarily provided economic or cost-effectiveness analyses about 46% of the time. When economic analyses were submitted, they had relatively low levels of compliance with industry standards. In analyzing cost-effectiveness, only 17% of the 115 submissions by drug makers compared their new drugs to the most relevant or cost-effective treatment alternatives. The researchers did find that economic analyses of high-value or innovative products had higher compliance with recommended practices.

"If pharmaceutical manufacturers know that the market will be asking them to show why a new and more expensive drug should be used, that could have a significant impact on long-term affordability of health care," says Gubby Barlow, CEO, Premera Blue Cross (premera.com).



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