Investor Analysis - the Economics of the Blockbuster Drug

I am having an eye-opening experience representing a client that is introducing a technology designed to improve the economics of getting new drugs to market. Their platform is drug repurposing, so in order to compete, we must prove the wisdom of this approach versus the prevailing thinking in Big Pharma and Bio Tech - the quest for the next Blockbuster.  

Just for fun, I took the latest DDD metrics shown in the graphic below (courtesy of S.M. Paul's analysis $1.78 billion and 13.5 years) and translated that into an Internal Rate of Return calculation which theoretically will remove emotion and focus our analysis on the rigorous framework  that most of industry uses to allocate capital. I also ran the same model against the metrics for a repurposed drug.

To perform the analysis I used the cost and time metrics shown above and made the following assumptions:

1. We did, in fact, end up with a blockbuster drug, producing $1 billion in revenue in years  15 to 24 (the period of exclusivity for the intellectual capital). Note: this is a very generous benefit of the doubt position to assume that a blockbuster drug emerges.

2. The repositioned drug was a reasonably successful product, producing annual revenues of $300 million for its period of exclusivity, beginning in year 7 and continuing on through year 24.

3. The metrics we used for the repositioned drug were 6 years and $320 million in cost based on the compounds already existing and already approved for toxicity and safety.
 

What I found really surprised me. The IRR for the de novo process was 14% and the IRR for the repurposed process was 37% or 2.64 times the return of  a de novo success. If I do a net present value analysis and I enter a 30% cost of capital (appropriate risk adjusted rate for a venture capital investment), the NPV is actually negative. I might have been surprised, but industry executives have realized this for some time now which may explain why they are doing everything possible to outsource the risk associated with this process from universities' technology transfer offices to NCATS.

Weekly a new deal is announced of a small bio tech being acquired with a pre-Stage 3 clinical trials drug at what seems like an incredible valuation. But if you look at where it gets the buyer in the process and compare that to the costs they would have incurred internally,  the investment does not look out of line. It is too bad that their comparative metric is such an easy target to beat.

In studying the portfolios of the major large pharmaceutical companies' venture arms, I found a robust amount of investing in what I call the word jumble of new drug opportunity. You remember that game where you randomly put together a noun, verb, subject, and adverb and come up with some amusing sentences.  Well I did that with the descriptions of the investments that are being supported:

new class of|||  exquisitely selectively target|||  siRNA (DsiRNA) molecules |||    ALRN-6924|||  orphan ophthalmologic conditions ||| Phase 1b/2 |||    today announced the completion of a $45 million Series A financing

novel technology|||    potent inhibitors|||  calcium release-activated calcium (CRAC) channel|||  OC459   |||  moderate-to-severe plaque psoriasis |||  Phase 2  |||  announced the successful completion of an oversubscribed $43 million Series B financing

     

 breakthrough|||  selectively regulating translation|||  Cadherin 11, a surface protein|||  CM2489 ||| lymphoma and other malignancies|||  pre-clinical|||   Completion of $17 million Series A Financing

I am having a little fun here, but this does not fill me with a lot of confidence that these are high probability bets on bringing new effective treatments to markets in the near future and at a reasonable cost.

With our clear advantage in time, cost, and risk, why hasn't big pharma embraced the repurposing approach as another tool in replenishing their drug pipelines? What am I missing?

Dave Kauppi is a Merger and Acquisition Advisor and President of MidMarket Capital, providing business broker and investment banking services to owners in the sale of healthcare companies. For more information about selling your healthcare company, visit our website MidMarket Capital

Bio Tech Venture Investing - Novel Drug Discovery Versus Repurposing and Reformulation

A recent study shows that for the past decade more than 80% of the venture capital invested in therapeutics went toward “novel drug R&D” as opposed to improvements on existing drugs (e.g., new formulations, repurposing, drug delivery, etc. This post questions the wisdom of that approach based on the time, risk, and cost of de novo drug discovery. After extensive research on the repurposing space, we will discuss our theory on why it hasn't attracted a greater percentage of the funding. We believe it is, more than anything else, based of 4 common misperceptions about the viability of drug repurposing. 

I recently reviewed a white paper by David Thomas, CFA and Chad Wessel of Bio Industry Analysis entitled Venture Funding of Therapeutic Innovation A Comprehensive Look at a Decade of Venture Funding of Drug R&D, published in February 2015 . In this excellent paper they covered a number of different topics and trends, but for this article, I would like to focus on one. They point out that over the past ten years, nearly 80% of venture capital for therapeutics went toward “novel drug R&D” as opposed to improvements on existing drugs (e.g., new formulations, repurposing, drug delivery, etc.

The percentage of de novo investments compared to repurposing or reformulations would not surprise me if the group the study was analyzing was the venture arm of large pharma. However, this is astounding to me when you think of the financial rigor normally associated with the venture community. De novo drug discovery is simply a bad bet. Here are the latest metrics - $1.7 billion cost, 12 to 15 years, 1 in 10,000 compounds makes it and only 1 in 3 compounds that are commercialized recover their original investment.

Compare that with the far superior metrics for repurposing. Because your universe of drug candidates is drugs already treating another disease in humans, you eliminate or greatly reduce the safety and toxicity component of the trial process. Since the drugs are already known you eliminate the 4.5 years and $674 million on average for the discovery process. Now if you can identify the best candidates with precision and supply the companion diagnostics for safety, toxicity, efficacy and patient stratification you can  remove several years and hundreds of $ millions compared to de novo.

There has got to be a reason that big pharma and this universe of very savvy investors have largely ignored this seemingly superior bet. In hearing the objections in the marketplace, my conclusion is that they are operating under four misperceptions.

1. We can only get method of use patents and that is not sufficient to provide us the period of exclusivity commensurate with this sizable investment. A: We can argue the composition of matter versus the method of use patent protection issue until the cows come home, but let's just let the numbers do the talking: 1/4 of the total drug marketplace is comprised of repurposed drugs.  Examples of Repurposed Blockbusters –include:

              -Tecfidera (Biogen)  - Multiple Sclerosis  $2.91 Billion  (2014)

              -Rituxan (Biogen ) – Rheumatoid Arthritis $1.2 Billion (2013)

              -Viagra (Pfizer) – Erectile Dysfunction  $2.05 Billion (2008)

2. Generics prescribed off-label will limit our pricing power and our market share potential. A: this is simply not supported by the facts. A simple reformulation of a repurposed drug will make it immune to  off-label prescribing. In the many examples of successful repurposed drugs, the availability of a generic has had very limited impact on its pricing or market share for the new indication. The pricing mechanisms in the market do not distinguish between a de novo drug and a repurposed drug. 

3. It costs “about the same” to take a repurposed drug through the commercialization process as it does a de novo discovery. As shown above, you simply eliminate much of the process (discovery, tox). Also the FDA has recently approved the use of remote monitoring in running clinical trials especially when it involves a repurposed drug. Estimates are as high as an 80% reduction in clinical trials cost by fully implementing this approach. The more precision you can provide in the areas of companion diagnostics for toxicity, efficacy, and patient stratification, the faster and cheaper you can bring a repurposed drug to market. 

4. The approaches used in drug repurposing do not provide enough precision and systematic repeatability in order for us to invest in this strategy. This was true until the introduction of a technique called high throughput knowledge screening. It is a Big Data play on researching the research pioneered by a company called CureHunter. By adding this final puzzle piece to the other advantages of repurposing, it makes the investment thesis for repurposing even more compelling.

The market is just beginning to embrace this considerable risk/reward advantage, but it is not the giant pharmaceutical or bio tech companies (although Celgene repositions their new drugs while still in the clinical trials process for the original indication). Rather it is the smaller nimble bio techs that develop a repurposed candidate, form a drug/disease specific subsidiary, move the drug through phase 1 and limited phase 2 trials, and then sell the subsidiary to a large pharmaceutical or bio tech company. It will probably take a series of small company successes before the big players start to pursue this strategy in earnest. Once that gate opens we will see a resounding level of drug pipeline growth, more rapid drug introduction, more favorable pricing and choices for the patients.

 



Dave Kauppi is a Merger and Acquisition Advisor and President of MidMarket Capital, providing business broker and investment banking services to owners in the sale of healthcare companies. For more information about selling your healthcare company, visit our website MidMarket Capital

Generic Drug Manufacturer Unlocking the Hidden Value in Drug Portfolios

There is huge untapped potential in the pharma and Bio Tech industry in drug repositioning (identifying new uses for existing drugs). Up until now the process has been largely the result of serendipity or accidental discovery and therefore has not had much impact outside of a few success stories like Viagra. If you think about Aspirin, we have discovered 10 additional uses but it has taken mankind 89 years to do so. With the CureHunter discovery engine we have compressed that process down to a couple of weeks. We are looking for a few JV partners to unlock the hidden value in drug portfolios.



Dave Kauppi is a Merger and Acquisition Advisor and Managing Director of MidMarket Capital, providing business broker and investment banking services to owners in the sale of information technology companies. To view our lists of buyers and sellers click to visit our Web Site MidMarket Capital

Do Your Healthcare Software Sales Match the Excellence of Your Product

Smaller healthcare software companies often face a very difficult time penetrating the larger customers and achieving a critical mass in sales. The industry is quite conservative and has a bias toward doing business with the old reliable legacy providers. This post discusses this dynamic and approaches to minimizing the impact on growing sales.

When asked if their company sales matched the excellence of their products,  many entrepreneurs, technology based companies or healthcare companies, the answer to that question is a resounding, NO! There is an exception to this with the rapid rise of the new economy, new media, highly scalable companies like Open Table, Uber, Airbnb, YouTube, and others.

In their case, their prospective customers highly value their newness, their breaking the mold, their non-establishment approach. They are viewed as doing what they do far better than the technology establishment stalwarts. The notable exception to this is Apple who has been able to transcend old establishment and be accepted as both old and new economy.

But I digress. Back to topic. Most companies that sell to other companies, or B2B companies are evaluated by their potential customers in a traditional risk reward analysis. Or using computer terminology, their buying decisions are made using a legacy system. It was once said that no one ever got fired for making an IBM decision.

Let's look at this legacy buying model and see exactly why your company's sales do not match the elegance of your solution.

One of our healthcare clients insisted that we read CROSSING THE CHASM by Geoffrey Moore to give us greater perspective on his company's situation. By the way, if you are a smaller technology based or healthcare company selling in the B2B space, this should be required reading.

Our client was a two year old company selling a cutting edge, on-line nurse shift bidding and self scheduling system to hospitals. This is a great product. The ROI's were easily quantifiable. The handful of installed accounts loved it. Most importantly, it had a positive effect on the nursing staff's morale. This alone could justify the cost of the system.

Our client had some very encouraging early success selling his solution to some of the more progressive hospitals. They received some outstanding early PR. After that initial success, however, our little edgy technology based company hit the wall.

The sales cycle went from six months to beyond twelve months. Cash flow became an issue and, to top it off, a generously funded venture backed competitor with well known industry executives was aggressively developing this new market.

What was happening? Our clients were very smart people and figured out what was happening. They knew that they would have to make some difficult and dramatic decisions in short order. Turns out the majority of hospitals are legacy buyers and make buying decisions based on a risk avoidance paradigm.

Our client's early success was realized as a result of selling to the small minority of early adapters in their industry. These are the pioneers that don't mind the arrows in their backs from heading out West with new products or new vendors.

Legacy buyers, however, do not value references that are early adapters. They are known to have a much higher risk tolerance than the traditional majority. Below are some buying criteria from these legacy buyers:

1. Big is good. Bigger is better. Buying inferior technology solutions from a blue chip publicly traded company wins most of the time.

2. Old is good. There is no replacement for experience and the grey haired company beats the gelled hair Tech Wizard company more often than not.

3. Industry Cred means everything. If you are a company that adapted your product from success in another vertical market and you are entering our space, the old familiar face carries the most weight.

4. Will the little guy be in business next year? The failure rate for the sub $ million company is a thousand times greater than for the $ billion company. This change in technology is painful enough. Do I want to risk having to do it over again in a year?

5. If I have problems, the big guy can fill the skies with blue suits until my problem is solved. The little guys cannot appropriately respond to my problem.

This is a punishing gauntlet for the small companies and it is amazing that any new companies survive in this environment. Let's look at a few of the "crossing the chasm" strategies that have been effective in swaying legacy buyers decision making in favor of the smaller provider with superior technology.

A. A well-known executive from an established healthcare company is put at the helm of the new company. The thinking from the buyer is that if he did it once, he can do it again.

B. Get an industry-recognized authority to endorse your solution or, better yet, have them join your board or advisory council.

C. Close a deal with a conservative, well respected customer and make them your marquee account with all the trimmings - i.e. a contract with a favored nations clause, the technology or computer code held in escrow with specific instructions if you go out of business, case studies and Public Relations glorifying the progressive decision maker, and providing an equity stake in your company are some examples.

D. Forging a strategic alliance, joint marketing agreement or resellers agreement with an industry giant. All of a sudden your small company risk factors have been eliminated and it has only cost you 30%-50% of revenue on each sale they make.

E. Sell your company to the best strategic buyer. Sometimes the best solution is to sell your company to the best strategic buyer for your greatest economic value. This is the most difficult decision for an entrepreneur to make. Below are some of the market dynamics that would point to that decision. Note: several of these factors influenced our entrepreneurial clients to ultimately sell their business to an industry giant.

You see your window of opportunity closing rapidly. You may have great technology and the market is starting to recognize the value of the solution. However, you have a small competitor that was just acquired by a big industry player. The bad news is you probably have to sell to remain competitive. The good news is that the market will likely bid up the value of your company to offset the competitive move of the big buyer.

The strategic alliance is with the right company, but the sales force has no sense of urgency or no focus on selling your product. The large company lacks the commitment to drive your sales. An amazing thing happens with an acquisition. The CEO is out to prove that his decision was the right one. He will make his decision right. All of a sudden there is laser focus on integrating this new product and driving sales.

You have created a strategic alliance and poured your company's resources into educating, supporting, and evangelizing your product. Whoops, you have counted on this golden goose and it has not met your expectations. Also you have neglected your other business development and sales efforts while focusing on this partner.

Many large healthcare companies now employ a try it before you buy it approach to M&A. They find a good technology, formalize a strategic alliance, dangle the carrot of massive distribution and expect the small company to educate and integrate with his sales force. Often this relationship drains the financial performance of the smaller company. If you decide to sell at this point your value to another potential buyer has been diminished.

Do not despair. If you have demonstrated a cultural fit and have helped your products work in conjunction with the big company's product suite, you have largely eliminated post acquisition integration risk. This can often more than offset any short-term profit erosion you may have suffered.

It is not easy for the smaller healthcare company to reach critical mass in this very competitive and conservative environment. Working harder will not necessarily get you where you need to be. Step back and look at your environment through the eyes of your buyers. Implement some of these strategies to remove the risk barriers to doing business with your company. Now you have created an opportunity for your sales to match the elegance of your technology solution.

Dave Kauppi is a Merger and Acquisition Advisor and President of MidMarket Capital, providing business broker and investment banking services to owners in the sale of healthcare companies. For more information about selling your healthcare company, visit our website MidMarket Capital

Healthcare Information Technology - Business Valuation

Business valuations for healthcare information technology companies is more of an art than a science. Ultimately a competitive market bid situation is the only true method. I attempt to quantify the important valuation elements in this article.

One of the most challenging aspects of selling a healthcare information technology company is coming up with a business valuation. Sometimes the valuations provided by the market (translation - a completed transaction) defy all logic. In other industry segments there are some pretty handy rules of thumb for valuation metrics. In one industry it may be 1 X Revenue, in another it could be 7.5 X EBITDA.

Since it is critical to our business to help our healthcare information technology clients maximize their business selling price, I have given this considerable thought. Why are some of these software company valuations so high? It is because of the profitability leverage of technology. A simple example is what is Microsoft's incremental cost to produce the next copy of Office Professional? It is probably $1.20 for three CD's and 80 cents for packaging. Let's say the license cost is $400. The gross margin is north of 99%. That does not happen in manufacturing or services or retail or most other industries.

One problem in selling a small healthcare technology company is that they do not have any of the brand name, distribution, or standards leverage that the big companies possess. So, on their own, they cannot create this profitability leverage. The acquiring company, however, does not want to compensate the small seller for the post acquisition results that are directly attributable to the buyer's market presence. This is what we refer to as the valuation gap.

What we attempt to do is to help the buyer justify paying a much higher price than a pre-acquisition financial valuation of the target company. In other words, we want to get strategic value for our seller. Below are the factors that we use in our analysis:

1. Cost for the buyer to write the code internally - Many years ago, Barry Boehm, in his book, Software Engineering Economics, developed a constructive cost model for projecting the programming costs for writing computer code. He called it the COCOMO model. It was quite detailed and complex, but I have boiled it down and simplified it for our purposes. We have the advantage of estimating the "projects" retrospectively because we already know the number of lines of code comprising our client's products. In general terms he projected that it takes 3.6 person months to write one thousand SLOC (source lines of code). So if you looked at a senior software engineer at a $70,000 fully loaded compensation package writing a program with 15,000 SLOC, your calculation is as follows - 15 X 3.6 = 54 person months X $5,800 per month = $313,200 divided by 15,000 = $20.88/SLOC

.

Before you guys with 1,000,000 million lines of code get too excited about your $20.88 million business value, there are several caveats. Unfortunately the market does not care and will not pay for what it cost you to develop your product. Secondly, this information is designed to help us understand what it might cost the buyer to develop it internally so that he starts his own build versus buy analysis. Thirdly, we have to apply discounts to this analysis if the software is three generations old legacy code, for example. In that case, it is discounted by 90%. You are no longer a technology sale with high profitability leverage. They are essentially acquiring your customer base and the valuation will not be that exciting.

If, however, your application is a brand new application that has legs, start sizing your yacht. Examples of this might be a click fraud application, Pay Pal, or Internet Telephony. The second high value platform would be where your software technology "leap frogs" a popular legacy application. An example of this is when we sold a company that had completely rewritten their legacy management platform in Microsoft.Net. They leap frogged the dominant player in that space that was supporting multiple second generation solutions. Our client became a compelling strategic acquisition. Fast forward one year and I hear the acquirer is selling one of these $100,000 systems per week. Now that's leverage!

2. Most acquirers could write the code themselves, but we suggest they analyze the cost of their time to market delay. Believe me, with first mover advantage from a competitor or, worse, customer defections, there is a very real cost of not having your product today. We were able to convince one buyer that they would be able to justify our seller's entire purchase price based on the number of client defections their acquisition would prevent. As it turned out, the buyer had a huge install base and through multiple prior acquisitions was maintaining six disparate software platforms to deliver essentially the same functionality.

This was very expensive to maintain and they passed those costs on to their disgruntled install base. The buyer had been promising upgrades for a few years, but nothing was delivered. Customers were beginning to sign on with their major competitor. Our pitch to the buyer was to make this acquisition, demonstrate to your client base that you are really providing an upgrade path and give notice of support withdrawal for 4 or 5 of the other platforms. The acquisition was completed and, even though their customers that were contemplating leaving did not immediately upgrade, they did not defect either. Apparently the devil that you know is better than the devil you don't in the world of healthcare information technology.

3. Another arrow in our valuation driving quiver for our sellers is we restate historical financials using the pricing power of the brand name acquirer. We had one client that was a small healthcare IT company that had developed a fine piece of software that compared favorably with a large, publicly traded company's solution. Our product had the same functionality, ease of use, and open systems platform, but there was one very important difference. The end-user customer's perception of risk was far greater with the little IT company that could be "out of business tomorrow." We were literally able to double the financial performance of our client on paper and present a compelling argument to the big company buyer that those economics would be immediately available to him post acquisition. It certainly was not GAP Accounting, but it was effective as a tool to drive transaction value.

4. Financials are important so we have to acknowledge this aspect of buyer valuation as well. We generally like to build in a baseline value (before we start adding the strategic value components) of 2 X contractually recurring revenue during the current year. So, for example, if the company has monthly maintenance contracts of $100,000 times 12 months = $1.2 million X 2 = $2.4 million as a baseline company value component. Another component we add is for any contracts that extend beyond one year. We take an estimate of the gross margin produced in the firm contract years beyond year one and assign a 5 X multiple to that and discount it to present value.

Let's use an example where they had 4 years remaining on a services contract and the last 3 years were $200,000 per year in revenue with approximately 50% gross margin. We would take the final tree years of $100,000 annual gross margin and present value it at a 5% discount rate resulting in $265,616. This would be added to the earlier 2 X recurring year 1 revenue from above. Again, this financial analysis is to establish a baseline, before we pile on the strategic value components.

5. We try to assign values for miscellaneous assets that the seller is providing to the buyer. Don't overlook the strategic value of Blue Chip Accounts. Those accounts become a platform for the buyer's entire product suite being sold post acquisition into an "installed account." It is far easier to sell add-on applications and products into an existing account than it is to open up that new account. These strategic accounts can have huge value to a buyer.

6. Finally, we use a customer acquisition cost model to drive value in the eyes of a potential buyer. Let's say that your sales person at 100% of Quota earns total salary and commissions of $125,000 and sells 5 net new accounts. That would mean that your base customer acquisition cost per account was $25,000. Add a 20% company overhead for the 85 accounts, for example, and the company value, using this methodology would be $2,550,000.

7. Our final valuation component is what we call the defensive factor. This is very real in the healthcare information technology arena. What is the value to a large firm of preventing his competitor from acquiring your technology and improving their competitive position in the marketplace. One of our clients had an outcomes database and nurse staffing software algorithm. The owner was the recognized expert in this area and had industry credibility. This was a small add on application to two large industry players' integrated hospital applications suite. This module was viewed as providing a slight features advantage to the company that could integrate it with their main systems. The selling price for one of these major software systems to a hospital chain was often more than $50 million. The value paid for our client was determined, not by the financial performance of our client, but by the competitive edge they could provide post acquisition. Our client did very well on her company sale.

After reading this you may be saying to yourself, come on, this is a little far fetched. These components do have real value, but that value is open to a broad interpretation by the marketplace. We are attempting to assign metrics to a very subjective set of components. The buyers are smart, and experienced in the M&A process and quite frankly, they try to deflect these artistic approaches to driving up their financial outlay. The best leverage point we have is that those buyers know that we are presenting the same analysis to their competitors and they don't know which component or components of value that we have presented will resonate with their competition. In the final analysis, we are just trying to provide the buyers some reasonable explanation for their board of directors to justify paying 8 X revenues for an acquisition.

 
Dave Kauppi is a Merger and Acquisition Advisor and President of MidMarket Capital, providing business broker and investment banking services to owners in the sale of healthcare companies. For more information about selling your healthcare company, visit our website MidMarket Capital

Looking to Sell a Healthcare Company - Consider an M&A Advisor

 Perhaps the most important business transaction you will ever pursue is the sale of your business. Many healthcare business owners attempt to do it themselves and when asked if they got a good deal, many respond with "I think so," or "I got my asking price," or "I really don’t know," or "It was a disaster."  Often times these very capable business people approach the sale of their business with less formality than in the sale of a home. The purpose of this article is to answer the questions – Why would I use an M&A Advisor and what am I getting for the fees I will pay?

1. Confidentiality.  If an owner tries to sell his own business, that process alone reveals to the world that his business is for sale.  Employees, customers, suppliers, and bankers all get nervous and competitors get predatory. The M&A Advisor protects the identity of the company he represents for sale with a process designed to contact only owner approved buyers with a blind profile – a document describing the company without revealing its identity. In order for the buyer to gain access to any sensitive information he must sign a confidentiality agreement. That generally eliminates the tire kickers and deters behaviors detrimental to the seller’s business

2. Business Continuity.  Selling a business is a full time job. The healthcare business owner is already performing multiple functions instrumental to the success of his business. By taking on the load of selling his business, many of those essential functions will get less attention, sometimes causing irreparable damage to the business. The owner must maintain focus on running his business at its full potential while it is being sold.

3. Time to Close. Since an M&A Advisor's function is to sell the business, he has a much better chance of closing a transaction faster than the owner. The faster the sale, the lower the risk of business erosion, customer defection, employee problems and predatory competition.

4. Large Universe of Buyers. M&A Advisors subscribe to databases of the various healthcare business categories that enable them to screen for buyers that are in a certain SIC Code and have revenues that would support the potential acquisition. In addition they maintain  custom databases of  the various healthcare categories refined even further to hone in on only the best potential buyers for your business. A good M&A Advisor also has access to private equity groups databases that outline their buying criteria.

5. Marketing. An M&A Advisor can help present the business in its best light to maximize selling price. He understands how to recast financials to recognize the EBITDA potential post acquisition. Higher EBITDA = higher selling price. He understands the key value drivers for buyers in a particular healthcare segment and can help the owner identify changes that translate into enhanced selling price.

6. Valuation Knowledge. The value of a healthcare business is far more difficult to ascertain than the value of a house or even the value of a "bricks and mortar" type business. Every business is unique and has hundreds of variables that effect value.  M&A Advisors have access to business transaction databases, but those should be used as guidelines or reference points. The best way for a business owner to truly feel comfortable that he got the best deal is to have several financially viable parties bidding for his business. A healthcare industry transaction database may indicate the value of your business based on certain valuation multiples, but the market provides the real answer. An industry database, for example, can not put a value to a particular buyer on a key customer relationship or a proprietary technology. Most business owners that act as their own M&A Advisor get only one buyer involved – either another business that approaches him with an unsolicited offer or a referral from his banker, accountant, or outside attorney.  Just look at the additional billion plus dollars of value created for MCI shareholders because of the competitive bidding between Verison and Quest Communications.

7. Balance of Experience.  Most corporate buyers have acquired multiple businesses while sellers usually have only one sale. In one situation we represented a first-time seller being pursued by a buyer with 26 previous acquisitions. Buyers want the lowest price and the most favorable terms. The inexperienced seller will be negotiating in the dark. To every term and condition in the buyer’s favor the buyer will respond with, "that is standard practice" or "that is the market" or "this is how we did it in ten other deals." By engaging an M&A Advisor the seller has an advocate with a similar experience base to help preserve the seller’s transaction value and structure.

8. Maximize the Value of Seller’s Outside Professionals. An M&A Advisor can save the seller significantly on professional hourly fees by managing several important functions leading up to contract. His compensation is usually comprised of a reasonable monthly fee plus a success fee that is a percentage of the transaction value. The M&A Advisor and seller negotiate with the buyer the business terms of the transaction (sale price, down payment, seller financing, etc.) prior to turning the purchase agreement over to outside counsel for legal review.  In the absence of the M&A Advisor, that sometimes-exhaustive negotiation process would default to the outside attorney. It is not his area of expertise and could result in significant hourly fees.

9. Maintain Buyer – Seller Relationship. The sale of a business is an emotional process and can become contentious. The M&A Advisor acts as a buffer between the buyer and seller. This not only improves the likelihood of the transaction closing, but helps preserve a healthy buyer – seller relationship post closing. Many times the seller will become an integral part of the management team of the buyer's company after the sale. Often buyers want sellers to have a portion of their transaction value contingent on the successful performance of the company post closing.  Buyer and seller need to be on the same team after closing.

A model that is becoming quite popular in the healthcare industry is for the big players to identify good technologies in smaller companies and to forge partnerships or strategic alliances with them. The larger company will have the smaller company spend a great deal of their resources and attention in educating the bigger player on their product and market. The smaller partner will often work very hard to integrate their offering into the broad product set of the bigger partner. Finally, the smaller company will put all their eggs into this one basket of opportunity. After the larger company has effectively removed most of the integration risk on the smaller company's nickel, they then make an unsolicited offer to buy. The smaller company is often less profitable during this "try it before you buy it period."  The bigger player then predicates their offer on the latest period financials.

A good M&A Advisor can help the smaller company navigate and recover from this situation.  Our experiences with businesses that engaged our firm as a result of an unsolicited offer from a buyer have been quite instructive. The eventual selling price averaged over 20% higher than the first offer. In no case was the business sold at the initial price. To conclude, an M&A Advisor helps reduce the risk of business erosion with improved confidentiality while allowing the owner to focus on running the business. The M&A Advisor led sale helps maximize sales proceeds by involving a large universe of buyers in a competitive bidding process. Finally, the M&A Advisor can improve the likelihood that the sale closes by buffering buyer – seller negotiations and by balancing the experience scales.

Dave Kauppi is a Merger and Acquisition Advisor and President of MidMarket Capital, providing business broker and investment banking services to owners in the sale of healthcare companies. For more information about selling your healthcare company, visit our website MidMarket Capital