1. Strategic analysis & goal definition
- Market analysis: Investigation of trends (e.g., patent expirations, regulatory changes, biotech innovations).
- Strategic fit analysis: Which acquisitions or divestitures fit the long-term strategy (e.g., portfolio expansion, focus on specific indications)?
- Identification of potential targets or buyers: Screening of companies, product lines or drug pipelines.
2. Company Valuation & Due Diligence
- Financial due diligence: Analysis of revenues, margins, R&D costs, licensing agreements, tax aspects.
- Commercial Due Diligence: Assessment of market share, competition, patent protection, pipeline value.
- Technological & scientific due diligence: review of R&D projects, clinical trials, IP rights.
- Regulatory due diligence: assessment of approvals (EMA, FDA), compliance risks, GMP standards.
3. Transaction structuring & valuation
- Valuation models: DCF, multipliers, scenario analyses, especially considering patent terms and pipeline risks.
- Structuring: Asset Deal vs. Share Deal, Joint Venture, Carve-outs.
- Tax and legal optimization: consideration of international tax structures, licensing agreements, and regulatory requirements.
4. Negotiation & Transaction Management
- Negotiation of terms: price, earn-outs, milestone payments (common in the pharmaceutical sector).
- Coordination of the parties: cooperation with lawyers, tax consultants, technical experts.
- Preparation of transaction documents: LOI, SPA, NDA, purchase agreements, license agreements.
5. Post-Merger Integration (PMI)
- Integration of R&D projects: harmonization of development processes, pipeline management.
- Synergy management: cost and revenue synergies (e.g. through distribution network, production sites).
- Cultural and organizational integration: particularly relevant in international transactions.
6. Special topics in pharmaceutical M&A
- Licensing and cooperation deals: often “asset-light” strategies instead of complete takeovers.
- Valuation of patents and clinical data: key factors influencing transaction value.
- Partnerships with biotech start-ups: venture investments, co-development agreements.