Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
IB Analytics
Regarding Healthcare
January 2007
Integreon
Table of Contents
Section
1 Bear Stearns Health Care Group Overview
2 Pharmaceutical Sector Overview
3 Specialty Pharmaceutical Sector Overview
4 Medical Technology Sector Overview
5 Healthcare Services Overview
CONFIDENTIAL 9936149, v1
Section 1
$250 $200
$200
150
150
100
100
50
50
0 0
Goldman Bear Merrill Morgan Rothschild Lazard BNP JP Morgan Banc of UBS
Sachs Stearns Lynch Stanley Paribas SA America
Source: Securities Data Company. Deals completed between January 2003 and December 2005.
Entrusted with Some of the Most Important Health Care M&A Deals
Top Global Health Care M&A Transactions(1)
Transaction Bear Stearns
Rank Target Acquiror Advised
Advised on $17 billion Advised on $27 billion €14.6 billion Unsolicited 1 Warner Lambert Pfizer √
Sale of PCH to Acquisition of Takeover Offer for
Johnson & Johnson Guidant Schering AG 2 SmithKline Beecham Glaxo Wellcome
3 Aventis Sanofi-Synthelabo √
December 2006 April 2006 Withdrawn
4 Pharmacia Pfizer √
5 Guidant Boston Scientific √
IDD IDD 6 Monsanto Pharmacia & Upjohn √
7 Pfizer Consumer Health Johnson & Johnson √
8 Immunex Amgen √
Advised on $63 billion Advised on $60 billion Advised on $11 billion
9 ALZA Johnson & Johnson
Sale to Acquisition of Acquisition of
Sanofi-Synthelabó Pharmacia Corp. Immunex 10 Amersham General Electric
October 2004 11 DuPont Pharmaceuticals Bristol-Myers Squibb
April 2003 July 2002 12 IVAX Teva
13 Knoll AG Abbott Laboratories
14 Biogen IDEC Pharmaceuticals
IDD
15 Chiron Novartis AG
16 Hexal AG Novartis AG
17 Mallinckrodt Tyco International Ltd. √
Advised on $3.8 billion Advised on $26 billion Advised on $90 billion
18 Renal Care Group Fresenius Medical Care AG
Acquisition of Merger-of-Equals with Merger with
BioChem Pharma Monsanto Company Pfizer 19 BioChem Pharma Shire √
July 2000 June 2000 20 Jones Pharmaceutical King Pharmaceuticals
May 2001 21 SICOR Teva √
IDD
= Investment Dealers’ Digest deal of year.
(1) Source: Securities Data Company. Includes US and European Pharma and MedTech transactions since 2000.
$338M Secondary Offering Mandated Lead Arranger for $120M sale of vaccines Acquisition of Optivar from $16.6B sale of Consumer
$868M Secondary Offering €11.5B Credit Facility to fund business to ID Biomedical Viatris Healthcare business to
$163M Secondary Offering €9.7B Acquisition of Serono Corp. Advised on $70M Sale of Johnson & Johnson
$195M Secondary Offering €14.6B Unsolicited Takeover $72M sale of US OTC Wampole Laboratories Pfizer’s $126M acquisition of
$258M Secondary Offering Offer for Schering AG products portfolio to Purdue Acquisition of JV stake from CSL Animal Health
$1.7B sale of VWR Pharma L.P. Asta Medica Pfizer’s $60B acquisition of
International to Clayton, Merger of CADx subsidiary $225M Senior Credit Facilities Pharmacia
Dubilier & Rice with Qualia Computing, Inc. $408M acquisition of Carter- $700M IPO of Monsanto
$370M Private Placement of $400M Convertible Debt Wallace Pharmaceutical Pharmacia’s $26.2B Merger
Public Equity (Merck KGaA’s Offering division with Monsanto
stake in Par Pharmaceutical) $4B Acquisition of BioChem $2B Offering of Volvo’s
JV of European Orthopedics Pharma Secondary Shares of
with Biomet $265M Spot Secondary for Pharmacia & Upjohn
Filed $250M Initial Public Yamanouchi
Offering for Dey Lab $1B Merger with Roberts
subsidiary Pharmaceutical
$150M acquisition of CN $121M ADR Offering
Biosciences, Inc. Acquisition of Richwood
Pharmaceuticals
Watson Pharmaceuticals
Acquisition of Solgar Vitamin $63B Sale to Sanofi- $980M Acquisition of Schein $90B Merger with Pfizer $2 billion sale to Cardinal
& Herb Synthelabo Pharmaceuticals Formation of $4B Health
Sale of Quinton Instrument $133M ADR offering for $300M Acquisition of 3-way JV with Glaxo and $511 million bond tender
$35B Terminated Merger with Rhône-Poulenc TheraTech Wellcome $131 million Follow-on
Monsanto $400M Sale of OTC business $99M Acquisition of Royce Advised on $1B Repurchase of $175 million Sr. Sub Notes
$55B Merger discussions with to Ciba-Geigy for Rhône- Labs
Glaxo Wellcome Joint Venture $275 million Sr. Secured
SmithKline Beecham Poulenc Acquisition of Rugby
$150M Senior Notes Credit Facility
$2B Senior Notes Advised Rhône-Poulenc on Pharmaceutical
$200M Animal Health Swap $3B Animal Health Joint $67M Follow-on $500M Medium Term Notes Acquisition of Instromedix
with Roche Venture with Merck $50M IPO Sale of Warner-Chilcott to Advanced Medical merger
$380M Sale of Storz Nalé Labs (Elan plc) with IVAC
Instrument to Bausch & Lomb
Volume (000s)
2,000
9/22/05: Filed 26.00
Price
$755 million 1,500 at $28.27
24.00
Secondary Offering 1,000
29.0 million shares
22.00
500
Joint Bookrunner
0 20.00
October 2005
5 5 5 5 5 5 5 5 5 5 5 5 5
9/0 0/0 1/0 2/0 3/0 6/0 7/0 8/0 9/0 0/0 3/0 4/0 5/0
9/1 9/2 9/2 9/2 9/2 9/2 9/2 9/2 9/2 9/3 10/ 10/ 10/
Background Highlights
Endo Pharmaceuticals (ENDP) is a market leader in the research, After building an order book north of 2x oversubscribed with no
development, sale and marketing of branded and prescription drugs price sensitivity, the deal was upsized by 3 million shares
for pain treatment • 6-day roadshow with 44 1-on-1 meetings and 30 indications
All shares were offered by Endo Pharma LLC, partially owned by • 81 domestic institutional orders placed
Kelso and current/former management and directors, in their fourth
public offering of shares since July 2003 • Approximately 80% of shares placed with new holders
• The selling shareholder reduced its stake from 48% to 19% • 68% hit ratio
On the day of pricing, the stock traded up slightly vs. a decline of
• Proceeds to management will be used to fund the exercise price and
related taxes on options set to expire in Jan ’06 1.5% and 2.8% for the S&P 500 and Nasdaq Biotech Index,
respectively
Largest Health Care follow-on offering since November 2001
(King Pharmaceuticals) The shares were offered at a 0.0% discount to the closing stock
price
Represents the fourth Bear Stearns bookrun equity offering for the
Company–total proceeds raised of $1.37B The offering represents Bear Stearns largest bookrun follow-on
offering in over 5 years
Deal Synopsis
betapharm, based in Augsburg, Germany, and founded in 1993, is the fourth-largest generic pharmaceutical company
in Germany with a market share of approximately 3.5%. 3i, a UK based leading private equity firm, acquired control
of betapharm in May 2004.
Pursuant to substantial in-bound inquiries received by betapharm, 3i retained bankers to review strategic alternatives.
Dr. Reddy’s Laboratories (NYSE: RDY) is an emerging global pharmaceutical company with proven research
capabilities. It produces finished dosage forms, APIs and biotechnology products and markets them globally, with
focus on India, US, Europe and Russia.
The deal is the largest cross border acquisition ever by an Indian pharmaceutical company and is evidence of the
growing trend of global consolidation in the pharmaceutical industry. The combination of Dr. Reddy’s and betapharm
offers an excellent opportunity to build on the unique strengths of each company to emerge as a leading generics
player in Europe in the long-term.
Bear Stearns served as financial advisor to 3i in connection with this transaction.
Source: PhRMA/Reuters.
(1) Transaction pending.
(2) Value of merged entity.
80 80
SGP BMY MRK WYE GSK PFE NVS SAN LLY AZN
MVE ($B) $39 $52 $100 $70 $160 $199 $138 $126 $60 $90
3-Year
110% 110%
99.0% 96.8% Average = 88.8%
100 95.8% 95.7% 95.6% 92.9% 100
86.9% 85.5%
90 90
80 69.4% 80
70.1%
70 70
60 60
50 50
SGP WYE GSK SAN NVS MRK BMY AZN PFE LLY
10.0 10.0
0.0 0.0
SGP BMY MRK NVS LLY GSK WYE AZN SAN PFE
R&D % of Sales 20.1 % 16.4 % 19.3 % 14.1 % 19.9 % 15.5 % 15.0 % 15.6 % 14.6 % 16.0 %
2008E P/E
30.0x 30.0x
Harmonic Mean = 14.5x
19.8x 18.6x
20.0 16.7x 20.0
15.0x 14.4x 13.9x 13.3x 13.1x 12.5x 11.8x
10.0 10.0
0.0 0.0
SGP BMY MRK NVS LLY GSK WYE AZN SAN PFE
R&D % of Sales 20.6% 16.3% 19.9% 14.0% 15.6% 19.7% 15.7% 16.3% 14.6% 16.3%
Note: Data as of January 19, 2007. EPS estimates per First Call and includes SFAS 123R stock option expense.
20.0 20.0x
15.0 15.0x
10.0 10.0x
1/02 11/02 9/03 7/04 5/05 3/06 1/07
(2)
Peer Index
4.0x 4.0x
2.92x
3.0 3.0
Harmonic Mean = 1.89x
2.50x 2.42x
2.20x
2.00x 1.99x 1.91x
2.0 1.84x 2.0
1.31x
1.17x
1.0 1.0
0.0 0.0
MRK PFE GSK BMY AZN SAN LLY WYE NVS SGP
Average
LTG 6.0% 5.0% 6.2% 10.0% 7.0% 6.8% 8.3% 8.0% 13.0% 20.0%
9.0%
FDA Review/Approval
70% 70%
New PCP-Driven Sales/Total New Sales
50 50
40 40
30 30
20 20
1993 1994 1995 1996 1997 1998 1999 2000
Includes: AstraZeneca, Aventis, BMS, Eli Lilly, GSK, JNJ, Merck, Novartis, Pfizer, and Roche.
Source: EvaluatePharma; Defined Health Analysis.
A $100 million cast off product for Big Pharma is a “Blockbuster” for Specialty Pharma.
Although much of specialty pharma consists of hybrid players, the sector can be segmented into three sub-
categories
Specialty Drug
Marketing Delivery Generics
Improve market visibility and branding Create more effective delivery Market generic versions of branded
of smaller and mid-size proprietary mechanisms for existing drugs and drugs
products, and exploit revenue synergies solutions for product life cycle Record numbers of drugs coming off
Strength of sales and marketing management for branded companies patent
infrastructure drives growth High R&D spend and technology risk First to file—first to market gains all
Reduced technology, market, and Develop strategic alliances and important 6-month market exclusivity
litigation risk partnerships for access to pipeline Litigation costs continue to rise
May be dependant on one or two candidates and therapeutic area
Highly regulated industry
products or product platforms platforms
IP drives continued industry leadership
Key Players: Key Players: Key Players:
Allergan, Axcan, Cephalon, Endo, First Alkermes, Biovail, Connetics, Enzon, Andrx, American Pharmaceutical
Horizon, Forest, King, Kos, KV Pharma, Nektar, Noven, Sepracor Partners, Barr, Mylan, Par, Taro, Teva,
Medicines Company, Medicis, Shire Watson
42%
39% 70 70
40 37% 37% 40
60 60
30 30 50 50
40 40
20 20
30 30
0 0 0 0
2000 2001 2002 2003 2004 2000 2001 2002 2003 2004
US Generics Landscape
Common Business Models
Formulation/ Unique/Niche
Breadth of Drug Delivery Paragraph IV
Manufacturing Product
Product Capabilities Expertise
Expertise Offering
Examples of Mylan
Companies Laboratories Inc.
Mylan
Laboratories Inc.
Note: In bold—publicly traded companies. Excludes generic division/subsidiaries within larger companies.
Companies Products/Services
Alcon Contact Lenses
Ophthalmology Bausch & Lomb Lens care
Eyetech Pharmaceuticals
(1)
Respiratory 41% 16% 92%
(2)
Dental 29% 17% 91%
(3)
Diagnostics 19% 7% 93%
$3,000 $3,000
$2,732
2,500 2,500
$1,582
1,500 1,500
$1,178
$997
1,000 1,000
$685 $727
$663
Alcon ($2,302M)
$573
$498 $441
500 $392 500
KCI (540M)
$147 $171
$86 $0
$0
0 0
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006
# of Transactions: 4 9 24 7 10 13 32 7 2 0 10 7 6 0 18 12 12
Activity is broad-based covering all main medical technology sub-sectors (e.g., cardiovascular, orthopedics,
medical/surgical & others)
Valuations remain strong for companies with superior market positioning and robust growth prospects
$60 $60
$54.2
50 50
$45.3
40 40
$28.2
30 30
12 18
20 $14.6 20
$11.9 14 $12.9 $10.8 $12.2
$7.6 $9.8 $10.0
10 8 10
$3.5 5 6 3 5
1 7 1
26 29 26 32 31 42
25 21 20 28 29 37
0 0
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006
Transaction Value < $500 Million Transaction Value > $500 Million
30 30
Private Health
Insurance
Medicare
20 20 36.1%
15.9% 19.2%
13.7% 13.0%
9.1%
10 10
3.8%
0 0
Employment- Direct- Medicare Medicaid Military Uninsured Other Private
Based Purchase 4.4%
Commercial Government
(1) Source: US Census Bureau. Does not add to 100% as individuals may covered by more than one type of health insurance during the year.
(2) Source: Kaiser Family Foundation.
900% 900%
300 300
03/20/03: MMA announced
0 0
12/01 10/02 8/03 6/04 4/05 1/06 12/06
(1) (2) (3)
Medicare Medicaid Large-Cap
(1) Consists of PHS, HUM, SIE, WCG and HS (PHS includes 4/24/01 to 12/20/05; HS from 2/06/2006 to present; WCG from 7/1/04).
(2) Consists of AGP, CNC and MOH (CNC from 1/31/02; MOH from 7/3/03).
(3) Consists of AET, CI, UNH and WLP.
Penetration has already increased to 18% of eligibles as of 11/06 from 12% in 2005
In the next 6–7 years, 8.1 million additional Medicare beneficiaries are expected to enroll in Medicare
Advantage plans
Share of Medicare Beneficiaries
Enrolled in Medicare Advantage Plans Relative Managed Care Penetration
40% 40%
Actual (1) Projected (2) 100% 100%
86%
30 30 75 75
61%
18%
16% 50 50
20 20
30%
5%
25 18% 25
10 10
11%
0 0
0 0 2004 2006 (3) 2013(11) Commercial Medicaid
1993 1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 Managed Managed
Medicare Managed Care
Care (5) Care (6)
(1) CMS, Medicare Managed Care Contract Plans Monthly Summary Report.
(2) President’s FY 2006 Budget, Office of Management and Budget (February 2005).
(3) CMS as of November 2006.
(4) Wall Street Research Estimates.
(5) Medicaid Managed Care Penetration Report (December 2004). Includes PCCM programs.
% Penetration
Pennsylvania 1,261,704 5.9 74.3
Enrollees
ND
WA MT
MN
ME
SD WI
OR ID VT
WY MI NH
NY
IA MA
NE
NV PA CT
OH RI
IL IN
NJ
UT CO KS MO WV DE
KY VA
MD
CA TN NC
OK AR DC
AZ NM
SC
MS AL
GA
TX LA
(1) Tier I defined as having >500,000 Medicaid enrollees and >500,000 managed care enrollees.
(2) Tier II defined as having >500,000 Medicaid enrollees and <500,000 managed care enrollees.
(3) Tier III defined as having between 200,000 and 500,000 Medicaid enrollees and between 200,000 and 500,000 managed care enrollees.
Valuation Trends
Although the recent Democrat takeover of both the House and the Senate is seen as a negative
for Medicare Advantage, these specialized companies are still trading at a premium largely due
to lack-luster expected growth in the Commercial sector.
10.0 10.0
Government-focused companies have led the large caps
and have shown strong recoveries from 2005, with
Amerigroup leading the pack, up 74.6%, followed by
WellCare and Molina, which posted returns of 58.8% and
25.6%, respectively. 12/05/06
5.0 5.0
(1) (2)
AET WLP CI UNH Medicare Medicaid
Large-Cap
(1) Consists of PHS, HUM, SIE and HS (PHS includes 4/24/01 to 12/20/05; HS from 2/06/2006 to present).
(2) Consists of AGP, CNC, MOH and WCG (CNC from 1/31/02; MOH from 7/3/03; WCG from 7/1/04).
25 25
Medicare expenditures growth of over 9% per
year (excluding Part D) 0 0
250 250
0 0
2005 2010 2015
Long-Term
Intensive Care
High Acuity
Medium-Low Cheaper
Acuity Alternative
Medicare/
Medicaid Certified
CONTINUUM OF CARE
Source: Federal Hospital Insurance and Federal Supplementary Medical Insurance Trust Funds (2006).