5 minute read 30 Jan 2018
looking through keyhole

With disruptors at the gate, how will you secure your company’s future?

By

Jeffrey Greene

Leader, EY Corporate Development Leadership Network

Counsels senior executives on the corporate finance implications of strategic and operating decisions. Thought leader on life sciences and the capital agenda — M&A, portfolio management and valuation.

5 minute read 30 Jan 2018

In our 2018 M&A Firepower Report, life sciences companies must confront important decisions on how to generate growth.

In the wake of year-end US tax legislation, conditions are ripe for a surge in life sciences M&A as business leaders weigh strategic priorities for capital allocation decisions to generate inorganic growth. Despite relatively high target valuations, M&A remains essential for growth, especially as technology’s health care convergence threatens traditional business models.

Here are six essential questions to consider in formulating your M&A strategy:

  1. Do we build scale, diversify or expand our geographic reach?
    The core strategic alternatives for today’s biopharma and medtech companies haven’t changed, and companies will continue to rationalize portfolios to focus on their innovative cores — or diversify.
  2. Are we ready to buy?
    Waiting for attractive targets to become less expensive or for geopolitical uncertainties to resolve shifted dealmaking from M&A toward risk-sharing alliances and joint ventures in 2017, particularly in biopharma.
  3. Does our business model deliver value, not just a drug or device?
    Successful companies will use M&A and partnerships to establish platforms of care to drive value for multiple stakeholders. And in the process, adapting their strategies to the increasing sway of payers, with a focus on diversifying away from commercial and policy risk, reacting to new competition or moving beyond the pill and device into services that differentiate their products.
  4. Will there be a return of mega-mergers?
    As incursions from technology behemoths threaten the health care status quo, traditional biopharma and medtech leaders may find mega-mergers more tempting as a means to protect profitability, maintain competitiveness in key therapeutic areas and build scale to confront new challenges in the supply chain. The transformative CVS-Aetna merger may exacerbate these challenges, as payers move to drive value through lower costs.
  5. Are we vulnerable?
    Yesterday’s acquirers may be tomorrow’s targets. Several large and acquisitive companies have seen their abilities to continue to consolidate threatened by slowing growth forecasts, weakened valuations and excessive debt. Companies more accustomed to hunting for acquisition targets may find themselves on the other side of the deal table.
  6. Will buoyant capital markets empower targets to remain independent?
    Small and mid-sized biopharma and medtechs have their own trade-offs to navigate: raising capital to advance promising and cutting-edge science is a realistic alternative to acquisition — for now.

The total volume and value of life sciences industry M&A fell nearly 20% in 2017, as positive policy developments around areas like corporate tax reform in the US and a favorable tax rate for repatriation of cash held overseas by US companies failed to materialize until year-end.

Bucking these trends, medtech M&A value rose 50% in 2017, driven by therapeutic device companies seeking economies of scale in the face of increasing leverage from payers, helping to lift the value of aggregate M&A to more than US$200 billion.

Life sciences M&A and divestitures during 2017 also featured a pronounced shift away from the typical epicenters of the biopharma sector and the United States. Biopharmaceutical acquisitions accounted for only roughly a quarter of all M&A value, as compared with almost 80% in 2016.

Strong emerging markets growth cited by several pharma companies during third quarter 2017 investor calls suggest an expectation for improved global growth. A more cautious view on the US pricing and market access outlook as well as policy uncertainty may have contributed to more cross-border M&A.

US deals represented only 30% of 2017 M&A value, trending down further from 39% in 2016 and 52% in 2015. But overall, deal drivers remained fairly consistent with prior years, as companies sought scale to help in their defense against rivals and payers and (particularly in biopharma) new assets to drive growth.

Betting on focused strategies

Few in the group of big pharma companies that we have been tracking in our index since the inaugural 2013 EY Firepower Index and Growth Gap Report have opted to further diversify.

While diversified pharmas can deliver smoother earnings and cash flow, they face the challenge of managing multiple businesses that each require different capabilities. In addition, investors continue to be skeptical of conglomerates’ value, advocating for higher margin (and higher risk) biopharma focus. Concentrating on innovative biopharmaceuticals may allow these companies to more quickly engage in large-scale M&A with similarly focused players, as there would be fewer non-core assets to dispose of post-closing. With its intrinsically higher risk profile, the focus model may increase the need for those deals as well.

Disruption’s shadow looms larger

As 2018 dawns it’s increasingly necessary for CEOs and boards to imagine the effect the tech giants’ firepower might have on the life sciences industry should any of them decide to deploy it. A group of just seven technology sector disruptors boasts more firepower than 50 life sciences leaders. Over the past decade, our set of disruptors’ firepower has soared five-fold to nearly US$1.7 trillion.

And this firepower could soon be focused on the life sciences supply chain, with its high-volume generic drug manufacturers, diagnostic laboratories, distributors and wholesalers, pharmacy benefit managers and retail pharmacies each ripe for potential disruption.  

Potential disruption could take several forms. But any entry into the life sciences supply chain could result in a reduction in profitability for incumbents as margins get squeezed along any link in the chain. Might this be welcome news for biopharma or medtech companies?

Stage set for M&A surge

The emergence of customer-centric care platforms, a key strategic driver of the CVS-Aetna merger, may spark a new and vigorous round of consolidation among manufacturers, payers and intermediaries, such as UnitedHealthcare’s US$4.9 billion acquisition in December of DaVita Medical Group, DaVita Inc.’s chain of medical groups and physician networks.

The underlying dynamics already support larger-scale consolidation within life sciences, and in biopharma in particular, where the market remains highly fragmented. Indeed, the top five companies in the trillion-dollar global pharmaceutical market — Pfizer, Novartis, Roche, Sanofi and Johnson & Johnson’s Janssen — each have no greater than 5% market share.

We expect that in 2018 the total value of life sciences M&A should once again surpass US$200 billion, as the fundamental drivers of competition and pricing pressure in core therapeutic battlefields intensify, as the downstream effects of US tax reform materialize and as new sources of capital from outside the traditional centers of life sciences M&A increasingly join the fray.

Summary

M&A remains essential for growth, especially as technology’s health care convergence threatens traditional business models.

About this article

By

Jeffrey Greene

Leader, EY Corporate Development Leadership Network

Counsels senior executives on the corporate finance implications of strategic and operating decisions. Thought leader on life sciences and the capital agenda — M&A, portfolio management and valuation.