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Anatomy of a Merger: 'Hostile Deals Become Friendly in the End, Right?'

August 31, 2010 / 12:07

This episode discusses Genentech's revenue growth, business development strategies, and the impact of financial crises on corporate decisions. Key topics include the company's transition from a biotech firm focused on research to a fully integrated pharmaceutical company, the challenges faced in competing with its own subsidiaries, and the complexities of acquiring minority shares.

The speaker highlights Genentech's impressive revenue increase from $400 million in 1990 to $13.4 billion by 2008, emphasizing the significance of this growth in the biotech industry. The discussion includes the shift in employee roles from R&D to manufacturing and administration.

Details are provided about the intent to acquire minority shares at $89 per share, the subsequent rise in share prices, and the rejection of this offer by Genentech's independent directors. The episode also touches on the impact of the 2008 financial crisis on the acquisition process.

Throughout the conversation, the speaker reflects on the challenges of navigating corporate finance during turbulent economic times, including the difficulties in raising capital and the reactions of financial advisors.

The episode concludes with insights into the complexities of corporate acquisitions and the influence of external market conditions on business decisions.

TL;DR

Genentech's revenue growth and acquisition challenges amid financial crises are discussed in detail.

Episode

12:07
00:00:03
[Music]
00:00:17
um so here is a really Revenue chart uh
00:00:21
so the blue part is dollar revenues uh
00:00:25
for Genentech where you can see uh in
00:00:28
1990 when that initial state was taken
00:00:31
uh Genentech had about $400 million in
00:00:33
revenues uh and then by 2008 uh uh when
00:00:38
the deal happened uh those revenues had
00:00:40
gone up to$ 13.4 billion and um you know
00:00:45
I mean I there's also some other BD
00:00:47
people in the room and uh I've been
00:00:49
looking at a lot of business plans uh uh
00:00:52
in my prior job and um uh and the famous
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Haus stick when you start speaking to uh
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uh Entre rurs and and VCS and such uh is
00:01:03
uh is something that I'm sure many of
00:01:05
you recognize and uh uh the when you see
00:01:08
that hockey stick of course the the
00:01:09
first gut feel is it's a hockey stick uh
00:01:12
and it's never going to happen uh but
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but here's a hockey stick that did
00:01:15
happen and uh it's tremendous success
00:01:17
and I think probably not too many
00:01:20
companies uh uh not only in the US but
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worldwide that can really show something
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like this it's it's really just a
00:01:27
fabulous success uh and uh based on some
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truly uh Innovative and uh outstanding
00:01:35
medicines that that have changed lives
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for for a lot of people around the world
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and so um so that's the development and
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and uh I uh don't want to imply that
00:01:46
it's all about the dollars uh but I
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think it's quite interesting to to see
00:01:51
that development and then you can just
00:01:52
think about what that means in terms of
00:01:55
uh Genentech uh and how Genentech did
00:01:58
change uh over those years uh in terms
00:02:01
of people hired in terms of you know
00:02:04
where uh what are the dominating
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activities uh you know in the 1990s it
00:02:10
was all about the R&D and and more than
00:02:12
half of uh genetic employees at that
00:02:15
time were in
00:02:17
R&D by the end of that Journey uh uh you
00:02:20
know 75% of gentic employees were in
00:02:23
manufacturing or commercial or admin or
00:02:26
other things that are very important
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don't get me wrong you know I'm one of
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them I guess but um so hopefully there's
00:02:33
a need but but you know it is it is very
00:02:36
different right and so so uh that uh is
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U uh the journey that gench undertook
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and that had a few uh uh you know
00:02:48
impacted our partnership uh in in many
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ways and um so so here um I just uh I
00:02:56
have two slides on that uh impact
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where um I think the first is really
00:03:03
that Genentech developed from a truly
00:03:06
from a biotech uh focused only on
00:03:08
research and and um becoming fully
00:03:12
integrated uh I call it here by
00:03:14
pharmaceutical company I guess some
00:03:16
people could take issue with that but
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biotech whatever you want to call it but
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fully integrated in the value chain is
00:03:22
is really the key Point uh lot of
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manufacturing capacity uh I didn't put
00:03:27
up the cash flow uh uh chart uh and uh
00:03:30
and certainly not the one looking out 10
00:03:33
years but uh that was a key driver in in
00:03:35
this analysis and and uh the cash
00:03:37
generation that these kind of revenues
00:03:39
uh bring is um uh is quite impressive
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when you have 40% plus margins and so uh
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you sit then as a majority shareholder
00:03:49
and look at that and say okay good um uh
00:03:52
I don't have access to that
00:03:56
cash what are they going to do with it
00:03:59
and so uh you know and we're not talking
00:04:03
about uh we're talking about double
00:04:04
digit billion dollars uh so that Focus
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some mines on on the r side um project
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complexity you know the the other part
00:04:13
of them becoming fully integrated and
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and um you know when you try to grow
00:04:17
from $13 billion in size it's a very
00:04:19
different proposition than growing from
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400 million and so um we found ourselves
00:04:26
competing uh a lot more and uh we have
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uh representatives from the BD group uh
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where you know looking looking for the
00:04:34
same deals uh uh you know we we were uh
00:04:40
close to a situation where gantic en
00:04:41
roll should be direct competitors in the
00:04:43
US uh rheumatoid arthritis Market uh
00:04:46
with rxan uh being on the market for ra
00:04:49
and with u um a true guy uh atra uh
00:04:55
coming on uh on the market uh from the
00:04:58
rush group and so uh head-to-head and
00:05:00
that when you sit as a majority
00:05:02
shareholder and you face the the the
00:05:04
prospect of competing with your daughter
00:05:06
company this is not a good good thing uh
00:05:09
neither on the market nor in the
00:05:11
pipeline uh or Partnerships and then the
00:05:13
pipeline I didn't mention but that is
00:05:14
also important because uh there was a
00:05:17
lot of overlap in the in the programs in
00:05:20
the targets and the pathways that were
00:05:21
studied and and put money behind uh and
00:05:24
so so as as Genentech and that's kind of
00:05:28
that is a function of Genentech success
00:05:31
uh on the uh 21st of uh July uh the
00:05:36
intent to acquire all the minority
00:05:38
shares uh was announced and and uh at a
00:05:41
price of
00:05:44
$89 uh and that was a uh unilateral
00:05:48
announcement I mean literally the way
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that happened is that U uh art levenson
00:05:53
got a call on Sat Sunday afternoon uh by
00:05:57
France humer to inform him that um this
00:06:01
letter is is going to be made public in
00:06:03
a few hours and um here's a heads up and
00:06:07
also try to explain in a nice way why
00:06:11
the heads up is only a few hours which I
00:06:13
explained to you guys earlier uh but
00:06:15
Art's a terrific and smart guy so he
00:06:18
understands that but um and then to uh
00:06:21
Charlie Sanders on the board and and uh
00:06:25
uh only those two actually yeah only
00:06:27
those two so those were made the offer
00:06:30
came out and then the share price went
00:06:32
up from uh uh the low 80s to uh uh what
00:06:36
was it 93 $94 approximately uh upon the
00:06:41
announcement and then you see uh that
00:06:42
the share price really trickled up a
00:06:44
little bit here uh uh all the way up to
00:06:46
$98 uh after and that's that's not
00:06:48
completely uh uh unusual that in fact
00:06:51
usually happens that you see a bit of a
00:06:53
trickle uh after such an
00:06:56
announcement um a lot of uh uh
00:07:00
uh arbitragers and so on go into the
00:07:03
stock and and want to try and try and
00:07:05
make something out of it and uh so uh it
00:07:09
hit the $98 uh a couple weeks later or
00:07:13
perhaps six seven days later and um and
00:07:17
then it sort of uh went flat for a
00:07:20
little while uh until uh the um uh uh
00:07:25
feedback from the
00:07:27
jantech uh independent directors the
00:07:29
So-Cal special committee I'll say a few
00:07:31
words about that uh came came came back
00:07:34
and uh basically said we we don't like
00:07:35
this price come back with a higher
00:07:38
priz um which you know I mean we could
00:07:43
have I could have written that letter
00:07:44
myself I you know this this is pretty
00:07:46
standard there was nothing in there that
00:07:49
uh that uh we didn't expect this was
00:07:51
very down the middle and and uh totally
00:07:54
sort of playing by the book and so um uh
00:07:58
so that that rejection came out uh and
00:08:01
uh but then um then the world started
00:08:05
changing and and uh just a few weeks
00:08:07
later you know uh Leman Brothers went
00:08:09
bankrupt and uh that was not great
00:08:12
timing uh so
00:08:14
we having done all this analysis on uh
00:08:17
the balance sheet and you know it's
00:08:18
looking pretty good uh suddenly we're
00:08:21
thinking okay uh these banks are going
00:08:25
bankrupt uh so so this is not this is
00:08:28
not the promising in terms of raising
00:08:31
the funds and then on the basis of that
00:08:35
uh external environment the share price
00:08:38
basically uh started going down and and
00:08:40
uh and hitting uh the the low low 70s uh
00:08:43
into October uh then into October and
00:08:46
and these financial problems just
00:08:48
continued uh and uh not a lot of
00:08:52
interaction so we uh started then uh uh
00:08:57
you know making some proactive calls
00:08:59
into to the advisers and saying um uh
00:09:02
time to stop sleeping now you know let's
00:09:05
let's get together and uh so uh that
00:09:10
finally led to uh a meeting into end of
00:09:14
November so it took about five months to
00:09:17
to uh come up with a number uh which uh
00:09:21
is a little on the long end to be honest
00:09:24
uh it was already clear to me at that
00:09:26
point that um uh uh janch independent
00:09:30
committee was walking in the middle uh
00:09:34
what I mean by that is uh not saying no
00:09:37
and all saying yes he walk in the middle
00:09:39
and uh so so that was that was pretty
00:09:41
clear and and to be fair um with some
00:09:45
good reason I mean you know you look at
00:09:46
that uh Financial environment and and
00:09:48
Banks collapsing and uh you look at the
00:09:51
rush balance sheet and uh it's a very
00:09:53
fair question you know can you guys
00:09:55
Finance this
00:09:57
deal uh and that question did come in
00:10:00
that in that November meeting we also
00:10:02
got a price uh on the table $112 to
00:10:06
$115 per share was the uh the counter
00:10:09
bit so we had 89 and and and the counter
00:10:12
bit came in at uh uh 112 to 15 uh at the
00:10:16
same time as the share price was in the
00:10:21
70s so um uh that sent another signal uh
00:10:27
to us uh and then
00:10:31
if you if you uh let let me ask you how
00:10:33
many Bankers are in this room if you
00:10:35
could put
00:10:36
your not too many good
00:10:40
okay okay so uh I was asked to say a few
00:10:43
words about the financing and such but
00:10:44
um you know so so uh the bankers
00:10:48
uh when the financial system is about
00:10:52
you this almost an Armageddon out there
00:10:55
uh and and banks are going bankrupt and
00:10:58
uh and bankers are you know more worried
00:11:00
about do I have a job which I understand
00:11:02
uh than you know doing what they're
00:11:05
supposed to do and and uh keeping a
00:11:08
finger on the pulse and understanding
00:11:09
the market um so so we we concluded that
00:11:13
the bankers just simply had no idea uh
00:11:17
uh about the state of the market and and
00:11:19
whether I mean no idea as to our ability
00:11:23
sorry to raise this Capital uh and uh uh
00:11:28
you know uh
00:11:30
the the commitments in terms of a bridge
00:11:31
financing were coming down down down
00:11:33
down down the prices up up up up up and
00:11:36
it didn't help us that fiser uh did this
00:11:40
W deal and then uh put in place a
00:11:42
financing that we looked at those
00:11:44
numbers and we we
00:11:45
thought hang on I mean these kind of
00:11:49
fees and these kind of rates is just
00:11:58
outrageous for

Episode Highlights

  • Genentech's Revenue Growth
    Genentech's revenues soared from $400 million in 1990 to $13.4 billion by 2008.
    “Here's a hockey stick that did happen and it's tremendous success.”
    @ 01m 12s
    August 31, 2010
  • Impact of Innovative Medicines
    Genentech's success is attributed to innovative medicines that have significantly changed lives.
    “It's really just a fabulous success based on truly innovative medicines that have changed lives.”
    @ 01m 27s
    August 31, 2010
  • Challenges of Scaling
    Growing from $13 billion presents unique challenges compared to starting from $400 million.
    “It's a very different proposition than growing from $13 billion in size.”
    @ 04m 19s
    August 31, 2010

Episode Quotes

  • Here's a hockey stick that did happen and it's tremendous success.
    Anatomy of a Merger: 'Hostile Deals Become Friendly in the End, Right?'
  • It's really just a fabulous success based on truly innovative medicines that have changed lives.
    Anatomy of a Merger: 'Hostile Deals Become Friendly in the End, Right?'
  • It's a very different proposition than growing from $13 billion in size.
    Anatomy of a Merger: 'Hostile Deals Become Friendly in the End, Right?'
  • This is not a good thing, neither on the market nor in the pipeline.
    Anatomy of a Merger: 'Hostile Deals Become Friendly in the End, Right?'

Key Moments

  • Revenue Growth01:12
  • Innovative Medicines01:27
  • Scaling Challenges04:19
  • Market Competition05:06

Words per Minute Over Time

Vibes Breakdown

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