Maintaining your independence in biotechnology
Mergers and acquisitions are regular events for biotechnology companies. I have often been asked if being acquired is a goal for biotechnology companies, and if it is seen as a ‘good’ or a ‘bad’ thing.
The outlook on merging with another company, or being acquired, is really just a matter of timing. As I describe in my textbook, Building Biotechnology, the goal of young biotechnology companies is to de-risk their technologies to the point that the value of the company exceeds the time and financial investments. For example, the value of most biotechnology companies will be lower than the inputs for the course of much of their early research. Ideally, there will be an inflection point(s) as R&D progresses where the potential of serving lucrative markets will yield a healthy valuation. At this point, a company may lean on its strong valuation to raise funds at attractive rates, or seek to sell/license technologies or seek to merge with or be acquired by a more mature firm.
This brisk illustration glosses over many of the nuances of biotechnology R&D and fund raising; the greater point I want to make is how public companies can avoid being acquired.
When the perceived value of a company exceeds the cost to acquire that company, investors and acquirers may seek to purchase the company, to profit from the difference in the company’s value vs. its cost. While a private company (and its shareholders) may resist acquisition by simply not selling their shares, public companies do not have that luxury. Because shares in public companies can be purchased on open exchanges, it may not be possible for a public company to prevent acquisition by restricting the sale of stock.
So, what can a public company do to prevent acquisition?
On a recent visit to Carlsbad, California, I asked this very question of ISIS Pharmaceuticals CEO Stanley T. Crooke*. He had a relatively simple answer: Offer potential acquirers the technology and products they seek at a price that is lower than the cost to acquire the whole company.
Unfortunately time did not allow two important follow-up questions: Firstly, how can a CEO prevent being overruled by the board of directors (who are charged with representing the interests of shareholders) when intentionally sacrificing short-term returns for a potential long-term payout? And, secondly, what is to prevent an aggressive company from acquiring ISIS if only to prevent another licensee from doing the same and blocking the first licensee from its access to ISIS’ technologies?
*An interesting note about Stanley Crooke. He founded ISIS more than 20 years ago, and remains CEO to this day. This is in sharp contrast to most biotechnology company founders, who are replaced shortly following venture financing or IPO (When should you fire the founder)
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