pLOG

2024-02-16

Review of Key Trends in Pharmaceutical Mergers and Acquisitions in 2023

Pharmaceutical M&A market rebounds after the pandemic, with transaction amounts significantly increasing, surpassing $200 billion. Large-scale transactions are dominated by pharmaceutical giants, and the market favors buyers. Despite strengthened scrutiny from regulatory agencies, the majority of transactions still proceed smoothly. Looking ahead to 2024, pharmaceutical companies are expected to focus on cost management, seek innovative targets, and maintain total transaction amounts in the range of $225 billion to $275 billion.

Big fish eat small fish: cash-rich pharmaceutical giants and highly potential targets

In 2023, the pharmaceutical mergers and acquisitions (M&A) market gradually recovered from the pandemic's impact, with transaction amounts and numbers returning to pre-pandemic levels. Worth noting is that while the number of transactions in 2023 slightly decreased by 8% compared to the previous year, the total transaction amount grew by 37%, exceeding $200 billion. This increase can be attributed to the pandemic's influence, which prolonged negotiations for major transactions. Now, with the industry fully open, the focus has shifted towards targets with higher potential value and lower risk, thus driving up transaction amounts.

The trend of larger pharmaceutical companies acquiring smaller ones is evident. In terms of scale, the largest transactions include Pfizer's $43 billion acquisition of Seagen, Amgen's $27.8 billion acquisition of Horizon Therapeutics, Bristol-Myers Squibb's $14 billion acquisition of Karuna Therapeutics, and AbbVie's $10.1 billion acquisition of Immunogen. The Pfizer transaction, for example, reflects several characteristics of the current M&A trend: pharmaceutical giants with ample cash acquiring targets with significant growth potential.

Which therapeutic areas attract funding?

In 2023, several therapeutic areas were particularly active in the M&A market, including oncology, immunotherapy, and weight loss drugs. According to Leerink, oncology had the highest transaction amount, with 11 transactions totaling $49 billion. Immunotherapy ranked second, with 7 transactions totaling $25 billion. Additionally, rare diseases saw 9 transactions totaling $13 billion.

The weight loss drug market transactions were notably significant this year. Following major successes by Novo Nordisk and Eli Lilly, various pharmaceutical companies actively joined the gold rush. Key transactions included Roche's $2.7 billion acquisition of Carmot Therapeutics and AstraZeneca's $2 billion investment in China's Eccogene. Novo Nordisk also made a significant move, spending $500 million to acquire Embark Biotech to consolidate its leadership position.

A buyer-oriented M&A market

Currently, pharmaceutical giants have over $1 trillion in funds available for investment, approaching historical highs. However, more than half of biotech companies lack sufficient cash to sustain operations for over 18 months, resulting in the entire M&A market tilting towards buyers. Nevertheless, sellers can compensate for this disadvantage through milestone payments related to late-stage drug development.

As a result, many biotech companies turn to IPO markets, private equity, and private loans. Compared to traditional M&A, this approach provides greater operational flexibility, allowing for more research and development funding while retaining control over key drug development.

Challenges posed by regulatory agencies

Speaking of M&A, regulatory scrutiny from agencies such as the Federal Trade Commission (FTC) cannot be overlooked. In recent years, the FTC has intensified its scrutiny of M&A in the pharmaceutical industry. According to Mergermarket's research, from 2021 to the first half of 2023, the FTC issued "second requests" for 24% of transactions, requiring pharmaceutical companies to provide additional documents to clarify concerns. This proportion was 15% from 2015 to 2020. Additionally, the FTC may require divestitures for products that could potentially lead to monopolies.

The most challenging M&A case this year was Amgen's acquisition of Horizon Therapeutics. The FTC initially filed a lawsuit to block the transaction, but Amgen eventually agreed to several antitrust demands from the FTC, resulting in an out-of-court settlement. Amgen successfully completed the acquisition.

In conclusion, regulatory scrutiny is not an insurmountable obstacle, as most M&A deals are still completed successfully. However, more second requests have the greatest impact on slowing down M&A transactions and forcing companies to consider potential antitrust issues before proceeding with transactions.

Outlook for pharmaceutical M&A in 2024

The total annual transaction volume is expected to remain in the range of $225 billion to $275 billion, with the possibility of more large-scale transactions in the range of $5 billion to $15 billion.

Facing high inflation and interest rate impacts, pharmaceutical companies will increasingly focus on cost management and aim to achieve profit growth through mergers and acquisitions. Furthermore, with a large number of blockbuster drug patents expiring in the next decade, pharmaceutical giants will continue to utilize their cash reserves to seek innovative and high-growth targets, including gene therapy and biologics.

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