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Impact of M&A Activity on
R&D Productivity & Innovation	

           Daniel L. Mooradian, Ph.D.	

             Chief Scienti鍖c Of鍖cer	

           Innova Medical Design LLC	



   Marcus Evans Medical Device Summit 2012	

            Colorado Springs, CO
Objectives	


≒ Mechanics of Deal making	

≒ Discuss trends in Medical Device M&A	

≒ Explore the Challenges facing R&D	

≒ Share my experiences (R&D centric) as a
      survivor and student of the subject	

≒ Invite you to share your experiences!	

	

                              Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Introduction	


≒ Mergers & Acquisitions are a necessary and
  bene鍖cial part of the corporate life-cycle	

≒ Small companies - often the preferred
  strategy to create investor value	

≒ Mid-/Large-Companies - a path to growth
  via optimization of new or existing sales
  channels	


                          Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Source: www.鍖ercemedicaldevices.com	





                                         Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Medical Device M&A Trends	




 ≒ Strong M&A activity in the Medical Device
   and Biotech sector through Q2 of 2012	

 ≒ Modest activity Q3-Q4 2012 based on
   uncertainty regarding the election
   outcome, healthcare reform, etc.	

 ≒ Marketplace seems poised for resurgence
   in 2013	


                         Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Medical Device M&A Trends	



≒ Signi鍖cant capital on the side-lines  even
   VCs claim to be eager to invest!	

≒ Trend in large companies away from
   organic R&D	

≒ Trend in start-ups toward strategic
   partnership vs. traditional VC route for
   start-ups	


                          Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
The M&A Process
                         	





 R&D INVOLVEMENT	

                       LOW	

                        LOW-MEDIUM	

                  HIGH	

xeon-international.com/services/corporate-鍖nance/ma/the-ma-process	


                                                            Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
M&A Challenges	


≒ Mandatory adoption of cumbersome
  processes can strain resources	

≒ Reorganization - loss of key management,
  changes in reporting can impact morale	

≒ Shift in priorities by OPS, Quality, M&S can
  reduce availability to support product
  development leading to delay	


                          Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Pipeline Value/Technology	


  ≒ Often an attractive   sweetener during due
    diligence.	

  ≒ The acquired may believe that they will have a
    new source of support for innovation	

  ≒ Not the Norm.    Cost of acquisition (which
    comes at the expense of existing businesses)
    makes it dif鍖cult to double down before the
    value of the acquisition itself has been
    con鍖rmed!	

                            Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Strategies to improve
   R&D integration	



           Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Integration Team	

≒ Make sure you are represented on the
  Integration team	

≒ Engage your functional counter-part	

≒ Realize that everyone involved has a day
  job	

≒ Seek opportunities for your Senior staff to
  participate in key integration activities	

≒ Make integration a priority	

                          Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Process Knowledge	


≒ What is your new Innovations Process?	

≒ What is your new companys Budget
  Process?	

≒ Who are the key decision-makers?	

≒ Are you adequately represented?	


                        Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
The Deal Model 	


≒ Make sure you understand what
  constraints have been placed on your
  current and future budgets as part of the
  acquirers deal model 	

≒ If growth in R&D is not built into the deal
  model then it will be very dif鍖cult to grow
  post-acquisition.	


                        Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Next Years Budget	


≒ You new organization is already working
  on next years budget!	

≒ You are already at a disadvantage	

≒ Learn how budget decisions are
  made	

≒ And who makes them!	

                        Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Protect Resources	

  ≒ The deal-model will set limits on unit
    expenditures post-acquisition	

  ≒ If your needs are not re鍖ected in the deal-
    model then you are at a disadvantage	

  ≒ Pressure on OPS/Manufacturing/Quality
    (and Clinical) will put existing and future
    R&D resources at risk	

  ≒ You must 鍖ght for position or risk decline	

                          Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Protect Resources	

 ≒ Critical R&D employees who are not
   protected by CIC agreements must be
   identi鍖ed and protected via retention
   agreements if possible	

 ≒ Protect against 鍖ight	

 ≒ Promote engagement	

 ≒ Reduce uncertainty and anxiety	

                          Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Preserve Corporate Culture	


    ≒ The post-acquisition period is one in which
      culture can play a critical role in guiding
      behavior in the face of uncertainty	

    ≒ Too little emphasis is placed on the
      integration/assimilation of culture in
      mergers & acquisitions	

    ≒ Repeat your core values often to yourself
      and others.	

                            Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Communicate!	

                Staff	





   New	

Management	

                       Peers	


      No news is NOT good news!                              	


                       Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
Thank you!	




      Copyright 息 2012 Daniel L. Mooradian. All Rights reserved

More Related Content

Impact of M&A activity on R&D Productivity & Innovation

  • 1. Impact of M&A Activity on R&D Productivity & Innovation Daniel L. Mooradian, Ph.D. Chief Scienti鍖c Of鍖cer Innova Medical Design LLC Marcus Evans Medical Device Summit 2012 Colorado Springs, CO
  • 2. Objectives ≒ Mechanics of Deal making ≒ Discuss trends in Medical Device M&A ≒ Explore the Challenges facing R&D ≒ Share my experiences (R&D centric) as a survivor and student of the subject ≒ Invite you to share your experiences! Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 3. Introduction ≒ Mergers & Acquisitions are a necessary and bene鍖cial part of the corporate life-cycle ≒ Small companies - often the preferred strategy to create investor value ≒ Mid-/Large-Companies - a path to growth via optimization of new or existing sales channels Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 4. Source: www.鍖ercemedicaldevices.com Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 5. Medical Device M&A Trends ≒ Strong M&A activity in the Medical Device and Biotech sector through Q2 of 2012 ≒ Modest activity Q3-Q4 2012 based on uncertainty regarding the election outcome, healthcare reform, etc. ≒ Marketplace seems poised for resurgence in 2013 Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 6. Medical Device M&A Trends ≒ Signi鍖cant capital on the side-lines even VCs claim to be eager to invest! ≒ Trend in large companies away from organic R&D ≒ Trend in start-ups toward strategic partnership vs. traditional VC route for start-ups Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 7. The M&A Process R&D INVOLVEMENT LOW LOW-MEDIUM HIGH xeon-international.com/services/corporate-鍖nance/ma/the-ma-process Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 8. Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 9. Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 10. M&A Challenges ≒ Mandatory adoption of cumbersome processes can strain resources ≒ Reorganization - loss of key management, changes in reporting can impact morale ≒ Shift in priorities by OPS, Quality, M&S can reduce availability to support product development leading to delay Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 11. Pipeline Value/Technology ≒ Often an attractive sweetener during due diligence. ≒ The acquired may believe that they will have a new source of support for innovation ≒ Not the Norm. Cost of acquisition (which comes at the expense of existing businesses) makes it dif鍖cult to double down before the value of the acquisition itself has been con鍖rmed! Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 12. Strategies to improve R&D integration Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 13. Integration Team ≒ Make sure you are represented on the Integration team ≒ Engage your functional counter-part ≒ Realize that everyone involved has a day job ≒ Seek opportunities for your Senior staff to participate in key integration activities ≒ Make integration a priority Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 14. Process Knowledge ≒ What is your new Innovations Process? ≒ What is your new companys Budget Process? ≒ Who are the key decision-makers? ≒ Are you adequately represented? Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 15. The Deal Model ≒ Make sure you understand what constraints have been placed on your current and future budgets as part of the acquirers deal model ≒ If growth in R&D is not built into the deal model then it will be very dif鍖cult to grow post-acquisition. Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 16. Next Years Budget ≒ You new organization is already working on next years budget! ≒ You are already at a disadvantage ≒ Learn how budget decisions are made ≒ And who makes them! Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 17. Protect Resources ≒ The deal-model will set limits on unit expenditures post-acquisition ≒ If your needs are not re鍖ected in the deal- model then you are at a disadvantage ≒ Pressure on OPS/Manufacturing/Quality (and Clinical) will put existing and future R&D resources at risk ≒ You must 鍖ght for position or risk decline Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 18. Protect Resources ≒ Critical R&D employees who are not protected by CIC agreements must be identi鍖ed and protected via retention agreements if possible ≒ Protect against 鍖ight ≒ Promote engagement ≒ Reduce uncertainty and anxiety Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 19. Preserve Corporate Culture ≒ The post-acquisition period is one in which culture can play a critical role in guiding behavior in the face of uncertainty ≒ Too little emphasis is placed on the integration/assimilation of culture in mergers & acquisitions ≒ Repeat your core values often to yourself and others. Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 20. Communicate! Staff New Management Peers No news is NOT good news! Copyright 息 2012 Daniel L. Mooradian. All Rights reserved
  • 21. Thank you! Copyright 息 2012 Daniel L. Mooradian. All Rights reserved