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HealthCareMandA www.healthcaremanda.com Health Care M&A THE MONTHLY Volume 18, Issue 7 July 2013 INSIDE THE HEALTH CARE M&A MARKET IN THIS ISSUE The Big For-Profit Health Systems Get Bigger Tenet Healthcare announced it will acquire Vanguard Health Sys- tems for $4.3 billion. The deal brings together a company known for its organic growth and another known for its growth through acquisitions. Meanwhile, Health Management Associates is fighting to stay inde- pendent. Page 1 Biotech Wakes Up The once-young biotech compa- nies are maturing, and proving to be real fodder for major pharmas with deep pockets and disappointing R&D departments. VCs, check the exits. Page 1 Q2:13 M&A Results Preliminary data show that M&A deal volume may have weakened com- pared with Q2:12, but deal values were on par with that boom-time in health care M&A. Page 6 ... In the Departments Technology Deal Summaries Page 4 Additional Transactions Page 5 Health Care Technology Page 7 Services Health Care Services Page 10 Deal Summaries Page 11 Additional Transactions Page 12 T he for-profit hospital space be- came a little less crowded last month, when Tenet Healthcare Corp. (NYSE: THC) surprised many industry analysts with its acquisition of Vanguard Health Systems (NYSE: VHS) for a total of $4.3 billion. On the analysts’ call that followed the an- nouncement, several praised the deal, which brings together two health sys- tems with little market overlap and the promise of more acquisitions to come. The terms of the deal call for Tenet to pay $21 per share in cash and to as- sume $2.5 billion of Vanguard’s debt. Tenet expects the transaction to be ac- T his may be a break-out year for mergers and acquisitions in the Biotechnology sector, if not in deal volume, most likely in deal value. Already the sector has posted a multi- billion-dollar deal between Thermo Fisher Scientific Inc. (NYSE: TMO) and its target, Life Technologies (NASDAQ: LIFE), for $15.8 billion, announced in April. On June 29, after market hours, word spread that Onyx Pharmaceuti- cals (NASDAQ: ONXX) had spurned an unsolicited offer of $120 per share TENET ACQUIRES VANGUARD CONSOLIDATION PRESSURE MOUNTS FOR OTHER SYSTEMS BIOTECH M&A SHOWS SIGNS OF LIFE FEWER DEALS BUT HIGHER PRICES cretive to earnings in the first year, and hopes to realize “annual synergies” of $100 million to $200 million. The price represents about a 70% premium over Vanguard’s closing price on June 24. Private equity firm Blackstone Group LP is Vanguard’s largest shareholder, with a 38% stake. The transaction is expected to close by the end of the year. The announcement comes at criti- cal time for hospital systems, as they move from volume-based pricing to value-based care. At the same time, weakening patient volume is looking like a permanent state rather than a in cash, or $8.7 billion, from Amgen Inc. (NASDAQ: AMGN) and went in search of higher bidders. A story in The Wall Street Journal quoted analysts’ speculations that Onyx may get up to $150 per share from a deep-pocketed suitor. The prize for the successful bidder is Onyx’s blood cancer drug, Kyprolis, already on the market and expected to hit blockbuster sales of $1 billion annually. “The bigger drivers in the biotech market have been the fact that, without (continued on page 2) (continued on page 15)

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  • HealthCareMandA www.healthcaremanda.com

    Health Care M&ATHE

    MONTHLY

    Volume 18, Issue 7July 2013

    InsIde the health Care M&a Market

    IN THIS ISSUE

    The Big For-Profit Health Systems Get Bigger

    Tenet Healthcare announced it will acquire Vanguard Health Sys-tems for $4.3 billion. The deal brings together a company known for its organic growth and another known for its growth through acquisitions. Meanwhile, Health Management Associates is fighting to stay inde-pendent. Page 1

    Biotech Wakes Up

    The once-young biotech compa-nies are maturing, and proving to be real fodder for major pharmas with deep pockets and disappointing R&D departments. VCs, check the exits. Page 1

    Q2:13 M&A Results

    Preliminary data show that M&A deal volume may have weakened com-pared with Q2:12, but deal values were on par with that boom-time in health care M&A. Page 6

    ...In the Departments

    Technology

    Deal Summaries Page 4Additional Transactions Page 5Health Care Technology Page 7

    Services

    Health Care Services Page 10 Deal Summaries Page 11Additional Transactions Page 12

    The for-profit hospital space be-came a little less crowded last month, when Tenet Healthcare Corp. (NYSE: THC) surprised many industry analysts with its acquisition of Vanguard Health Systems (NYSE: VHS) for a total of $4.3 billion. On the analysts’ call that followed the an-nouncement, several praised the deal, which brings together two health sys-tems with little market overlap and the promise of more acquisitions to come.

    The terms of the deal call for Tenet to pay $21 per share in cash and to as-sume $2.5 billion of Vanguard’s debt. Tenet expects the transaction to be ac-

    This may be a break-out year for mergers and acquisitions in the Biotechnology sector, if not in deal volume, most likely in deal value. Already the sector has posted a multi-billion-dollar deal between Thermo Fisher Scientific Inc. (NYSE: TMO) and its target, Life Technologies (NASDAQ: LIFE), for $15.8 billion, announced in April.

    On June 29, after market hours, word spread that Onyx Pharmaceuti-cals (NASDAQ: ONXX) had spurned an unsolicited offer of $120 per share

    TeneT Acquires VAnguArdConsolidation Pressure Mounts for other systeMs

    BioTech M&A shows signs of Life fewer deals but higher PriCes

    cretive to earnings in the first year, and hopes to realize “annual synergies” of $100 million to $200 million. The price represents about a 70% premium over Vanguard’s closing price on June 24. Private equity firm Blackstone Group LP is Vanguard’s largest shareholder, with a 38% stake. The transaction is expected to close by the end of the year.

    The announcement comes at criti-cal time for hospital systems, as they move from volume-based pricing to value-based care. At the same time, weakening patient volume is looking like a permanent state rather than a

    in cash, or $8.7 billion, from Amgen Inc. (NASDAQ: AMGN) and went in search of higher bidders. A story in The Wall Street Journal quoted analysts’ speculations that Onyx may get up to $150 per share from a deep-pocketed suitor. The prize for the successful bidder is Onyx’s blood cancer drug, Kyprolis, already on the market and expected to hit blockbuster sales of $1 billion annually.

    “The bigger drivers in the biotech market have been the fact that, without

    (continued on page 2)

    (continued on page 15)

  • Page 2 July 2013The Health Care M&A Monthly

    HealthCareMandA www.healthcaremanda.com

    The Health Care M&A MonthlyISSN#: 1091-9716

    Published Monthly by: Irving Levin Associates, Inc.

    268-1/2 Main AvenueNorwalk, CT 06851

    800-248-1668 (Phone)203-846-8300 (Fax)

    [email protected]

    Publisher: Eleanor B. MeredithManaging Editor: Stephen M. MonroeEditor: Lisa E. PhillipsResearch: Jon EspelandAdvertising: Liz Kenny

    Annual Subscription Rate: $2,497(Includes 50 Weekly Email Bulletins,

    Four Quarterly Supplements And Special Database Access)© Copyright 2013 Irving Levin Associates, Inc.

    All rights reserved. Reproduction or quotation in wholeor part without permission is forbidden.

    This publication is not a complete analysis of every material fact regarding any company, industry or security. Opinions expressed are subject to change without notice. Statements of fact have been obtained from sources considered reliable but no representation is made as to their completeness or accuracy. This Firm or persons associated with it may at any time be long or short any securities mentioned in the publication and may from time to time sell or buy such securities. This Firm or one of its affiliates may from time to time perform investment banking or other services for, or solicit investment banking or other business from, any company mentioned in the publication. POSTMASTER: Please send address changes to The Health Care M&A Monthly, 268-1/2 Main Avenue, Norwalk, CT 06851.

    (continued from page 1)

    10 Largest Completed U.S. Hospital Mergers and Acquisitions

    Target Acquirer Price Date HCA, Inc. Private equity consortium $33.0 billion July 24, 2006 Triad Hospitals, Inc. Community Health Systems $6.8 billion March 19, 2007 Health Trust, Inc. Columbia/HCA Healthcare $5.6 billion October 4, 1994 Vanguard Health Systems Tenet Healthcare Corp. $4.3 billion June 24, 2013 Galen Health Care Columbia Hospital Corp. $4.1 billion June 12, 1993 3 Catholic Health Systems Catholic Health Initiatives $4.0 billion April 24, 1995 American Medical International Tenet Healthcare Corp. $3.3 billion October 11, 1994 OrNda Health Corp. Tenet Healthcare Corp. $3.1 billion October 17, 1996 Quorum Health Group, Inc. Triad Hospitals, Inc. $2.4 billion October 19, 2000 Select Medical Corp. Welsh, Carson, Anderson &

    Stowe $2.3 billion October 18, 2004

    Source: Irving Levin Associates, Inc., July 2013

    temporary trend brought about by a weak economy. And as health insurance exchanges become a reality for consum-ers, the higher deductible plans being offered will keep their health care spending in check.

    If the deal between Tenet and Vanguard closes, as it is expected to, it would be the highest price paid for a hospital company since Community Health Systems (NYSE: CYH) paid $6.8 billion for Triad Hospitals, Inc. (formerly NYSE: TRI). Investors could see a few more billion-dollar deals in the hospital space this year, as pric-ing pressures and healthcare reform drive more systems to consolidate.

    “The consolidation that’s taking place across the in-dustry is a reaction to the pie growing a lot more slowly than it used to,” said Jim Moloney, managing director at Cain Brothers. “Population growth and price increases are both more modest, and they’re putting a lot of pressure on the topline of health systems.”

    Brian Tranquilut, senior vice president at Jefferies, added, “There is a sense among hospital CEOs that you’ve got to get bigger in order to survive.”

    “Bigger” is definitely the driving force behind this deal. The combined company will have 79 hospitals and 157 outpatient centers located in complementary but not overlapping markets in 16 states. In Texas, for example, Tenet has 10 hospitals and 33 outpatient centers located in Dallas, El Paso, Houston and Nacogdoches. Vanguard

  • HealthCareMandA www.healthcaremanda.com

    Page 3July 2013 The Health Care M&A Monthly

    (continued on page 7

    board. During his tenure at Vanguard, growth by acqui-sition was the rule. Since 1998, some 17 transactions totaling $2.5 billion were announced and completed, the majority in metropolitan areas, or suburban areas.

    Don’t expect major deals to be announced soon, but do look for Vanguard’s senior management to lead the acquisition drive from within Tenet. “These large trans-actions take a lot of time and attention, espeically from senior management,” said Moloney. “But these guys are very, very good at the acquisition business and they’ll continue to pursue that quite carefully.”

    Tanquilut doesn’t see the combined Tenet/Vanguard making a major play, however. “After they merge, the tar-gets become more one-off deals,” he predicted. “They’re not going to buy Community Health, because there’s a lot of bad blood between them. They’re not going to buy LifePoint because LifePoint is primarily rural and that’s not part of Tenet’s strategy.

    “So it will be more facility-to-facility deals, or more by market-to-market,” he added. “They’re going to look at the non-profit space going forward.”

    operates or is building 11 hospitals and 14 outpatient cen-ters in Harlingen/Brownsville and San Antonio.

    More M&A To coMe

    Tenet Healthcare has not been very acquisitive in recent years, in part because it was the target of a hostile takeover itself. In December 2010, Community Health offered $5.00 in cash and $1.00 in its own common stock for each share of Tenet common stock, as well as assum-ing $4 billion of debt. The price topped $7.3 billion and offered Tenet shareholders a 40% premium to the stock’s prior-day price. Even after raising the bid to $7.25 per share in cash, Tenet’s board rejected Community Health’s third proposal in May 2011.

    But Tenet CEO Trevor Fetter has caught the acquisi-tion bug. “This is the first big acquisition we’ve done in a very long time in acute-care hospitals, but it will not be the last,” Mr. Fetter told CNBC on the day of the Tenet/Vanguard announcement. “I look forward to an expanded acquisition pipeline in the acute-care business.”

    Vanguard’s chairman, president and CEO, Charlie Martin, owns 4.18% of the company and will join Tenet’s

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    “We need a lender that speaks our language.”

  • Page 4 July 2013The Health Care M&A Monthly

    HealthCareMandA www.healthcaremanda.com

    deAL suMMAries—TechnoLogy BioTechnoLogy

    deAL suMMAries—TechnoLogy MedicAL deVices

    TARGeT LISTInG AcQUIReR LISTInG DATe PRIceIsconova AB NASDAQ: Novavax, Inc. NASDAQ: 6/4/2013 $29,600,000Sweden ISCO Rockville, Maryland NVAX

    in Brief: Novavax, a leading vaccine development company, acquired Isconova for its proven success with its Matrix adjuvant technology. Novavax purchased all outstanding shares and warrants, at a premium of 26.7% to the closing price of Isconova stock on June 3.

    MorphoSys’s MOR202 FSE: MOR Celgene Corporation NASDAQ: 6/26/2013 $152,000,000Martinsried, Germany Summit, New Jersey CELG

    in Brief: Celgene secured the worldwide rights to MOR202, a human monoclonal antibody targeting CD38 to treat patients with multiple my-eloma and certain leukemias, and will co-promote MOR202 in Europe. MOR202 is being evaluated in a Phase 1/2a trial.

    TARGeT LISTInG AcQUIReR LISTInG DATe PRIcePioneer Surgical Technology Private RTI Biologics Inc. NASDAQ: 6/12/2013 $130,000,000Marquette, Michigan Alachua, Florida RTIX

    in Brief: Pioneer manufactures and distributes metal and synthetic products in orthopedics, biologics, spine, trauma and cardiothoracic mar-kets. The acquisition creates a global surgical implant company focused on orthopedics and biologics.

    Zonare Medical Systems, Inc. Private Mindray Medical Interational NYSE: MR 6/12/2013 $105,000,000Mountain View, California Shenzhen, China

    in Brief: The acquisition of Zonare, an ultrasound technology leader in the high-end radiology segment, will strengthen Mindray’s high-end ultrasound R&D and sales capabilities in the U.S. Mindray expects the deal to be slightly dilutive to its full-year 2013 and 2014 earnings.

    Bionostics Holding Limited Private Techne Corporation NASDAQ: 6/18/2013 $104,000,000Devens, Massachusetts Minneapolis, Minnesota TECH

    in Brief: Bionostics develops, manufactures and distributes control solutions that verify the proper operation of in vitro diagnostic devices. It fits in well with Techne’s subsidiaries that focus on hematology calibrators and controls.

    OrthoRecon business NASDAQ: Microport Medical B.V. HK: 0853 6/19/2013 $290,000,000Arlington, Tennessee WMGI Shanghai, China

    in Brief: Wright Medical Group is selling its OrthoRecon business, consisting of hip and knee implant products. Microport Medical develops and produces cardiovascular and other vascular devices, stents and orthopedic products.

    Bard EP NYSE: BCR Boston Scientific Corporation NYSE: BSX 6/28/2013 $275,000,000Lowell, Massachusetts Natick, Massachusetts

    in Brief: C.R. Bard is selling its electrophysiology business, known as Bard EP, including its catheter and recording device business. The stra-tegic transaction adds to BSX’s portfolio of solutions for cardiac catheter ablations and other EP tools.

    deAL suMMAries—TechnoLogy PhArMAceuTicALs

    TARGeT LISTInG AcQUIReR LISTInG DATe PRIceRights to Buphenyl NYSE: VRX Hyperion Therapeutics, Inc. NASDAQ: 6/3/2013 $11,000,000Bridgewater, New Jersey South San Francisco, California HPTX

    in Brief: Valeant Pharmaceuticals’subsidiary Ucyclyd Pharma Inc. sold the worldwide rights to its Buphenyl Tablets and Powder. Hyperion is a biopharma focused on developing treatments for orphan diseases and hepatology.

  • HealthCareMandA www.healthcaremanda.com

    Page 5July 2013 The Health Care M&A Monthly

    deAL suMMAries PhArMAceuTicALs (Cont’d)TARGeT LISTInG AcQUIReR LISTInG DATe PRIceRights to Syntometrine NYSE: NVS Alliance Pharma plc LSE: APH 6/6/2013 $11,500,000Basel, Switzerland Chippenham, U.K.

    in Brief: Alliance, which already owns the U.K. rights to obstetric drug Syntometrine, acquired all existing rights from Novartis AG. Novartis and its affiliates have been selling the drug worldwide. In addition to the rights, Alliance will pay about $0.3 million for additional inventory.

    Rights to BL-8030 NASDAQ: Jiangsu Chia-tai Tianing Pharma HK: 1177 6/10/2013 $30,000,000Jerusalem, Israel BLRX Nanhin and Lianyunga, China

    in Brief: BioLineRX is selling the right to develop and commercialize BL-8030, an oral treatment for hepatitis C, in China and Hong Kong. The company retains the right to develop and commercialize the drug in other parts of the world.

    Pearl Therapeutics Inc. Private AstraZeneca plc NYSE: AZN 6/10/2013 $560,000,000Redwood City, California London, England

    in Brief: Pearl develops combination therapies to treat highly prevalent respiratory diseases. AZN is paying $560 million in cash, deferred consideration of up to $450 million for milestones and up to $140 million for reaching sales milestones.

    Rights to Synacthen NYSE: NVS Questcor Pharmaceuticals NASDAQ: 6/11/2013 $60,000,000Basel, Switzerland Anaheim, California QCOR

    in Brief: Questcor bought the rights to develop Synacthen and Synacthen Depot in the U.S. and certain other countries from Novartis. The products are approved outside the U.S. for certain autoimmune and inflammatory conditions, but have never been developed or approved here.

    Aragon Pharmaceuticals, Inc. Private Johnson & Johnson NYSE: JNJ 6/17/2013 $650,000,000San Diego, California New Brunswick, New Jersey

    in Brief: JNJ is acquiring Aragon’s lead product candidate for castration resistant prostrate cancer, now in Phase 2 trials. Prior to closing, Ara-gon will transfer all other assets to a newly formed company, which will be spun off. JNJ will not have an ownership interest in the new firm.

    Ophthalmic product portfolio Private Perrigo Company NYSE: PRGO 6/17/2013 $93,000,000Long Island, New York Allegan, Michigan

    in Brief: Fera Pharmaceuticals is selling its ophthalmic product portfolio, which includes ophthalmic sterile ointment and solution products, as well as nine prescription drugs. The portfolio generated more than $30 million in net revenues in calendar 2012.

    MicroDose Therapeutx Private Teva Pharmaceutical Industries NYSE: TEVA 6/18/2013 $40,000,000Monmouth Junction, New Jersey Jerusalem, Israel

    in Brief: Teva is expanding its respiratory pipeline with the addition of MicroDose’s proprietary pulmonary and oral products. Its current pipe-line targets diseases such as COPD and asthma, respiratory viruses and infections, as well as IBS-C and constipation.

    AddiTionAL deAL suMMAries—TechnoLogy Sector target acquirer DateBIOTECHNOLOGY Advanced drug formulation technology Belrose Pharma Inc. 6/19/2013 Certain assets of Indicia Biotechnology Platine Pharma Services 6/24/2013eHEALTH Evivar Medical Pty Ltd Advanced Biological Laboratories 6/10/2013MEDICAL DEVICES NORMED Medizin-Technik GmbH Zimmer Holdings, Inc. 6/4/2013 Eon Surgical, Ltd. Teleflex Incorporated 6/6/2013 Mopec, Inc. Blackford Capital 6/6/2013 Ultimate Medical Teleflex Incorporated 6/11/2013 Xradia, Inc. Carl Zeiss AG 6/13/2013 Mammography assets of Rayence GE Healthcare Korea 6/21/2013PHARMACEUTICALS Option to buy Neurelis, Inc. Biotie Therapies Corp. 6/4/2013 Intellectual property assets, Buderer Imprimis Pharmaceuticals 6/17/2013 Envision Pharma, Inc. The Halifax Group 6/18/2013 Niiki Pharma Intezyne Technologies 6/19/2013

  • Page 6 July 2013The Health Care M&A Monthly

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    second quArTer M&A resuLTsa total of 200 deals announCed worth $52.6 billion

    Deal Volume by Segment and Sector Q2:2013 Q2:2012

    Sector Deals Deals %

    change Services Behavioral Health Care 4 4 0.0% Home Health & Hospice 10 6 66.7% Hospitals 14 26 -46.2% Labs, MRI & Dialysis 9 10 -10.0% Long-Term Care 46 36 27.8% Managed Care 3 9 -66.7% Physician Medical Groups 14 24 -41.7% Rehabilitation 4 3 33.3% Other 27 26 3.8%

    Services subtotal 125 144 -13.2% Technology Biotechnology 17 22 -22.7% eHealth 6 24 -75.0% Medical Devices 22 45 -51.1% Pharmaceuticals 30 29 3.4%

    Technology subtotal 75 120 -37.5% Grand total 200 264 -24.2% Source: Irving Levin Associates, Inc., July 2013

    The second quarter of 2013 had a lot to live up to, when compared with the booming merger and acquisition activity produced in the second quar-ter of 2012. Total deal volume reached 264 announced transactions in the year-ago quarter, compared with 200 announced deals in Q2:13. The caveat, of course, is that the Q2:13 numbers are preliminary and subject to change as more deals come to light and others may be terminated. More solid data will be available in the forthcoming Health Care M&A Report, Second Quarter 2013.

    Just to refresh your memory, Q2:12 included 12 bil-lion-dollar-plus sized deals, for a combined total of $35.8 billion. The largest was Bristol-Myers Squibb’s (NYSE: BMY) $7.0 billion takeover of Amylin Pharmaceuticals, Inc. (NASDAQ: AMLN) and Watson Pharmaceuticals’ (formerly NYSE: WRX) $6.0 billion deal for Actavis Group. Even sectors such as Physician Medical Groups boasted big transactions, with DaVita, Inc. (NYSE: DVA) buying HealthCare Partners, LLC for $4.22 billion.

    This year’s second quarter included 11 bil-lion-dollar deals, for a combined total of $44.7 billion. The largest was the $15.8 billion bid for Life Technologies Corporation (NASDAQ: LIFE) by Thermo Fisher Scientific (NYSE: TMO), followed by Valeant Pharmaceuti-cals’ (NYSE: VRX) $8.7 billion acquisition of Bausch + Lomb Holdings and Actavis, Inc.’s (NYSE: ACT) $8.5 billion takeover of Warner Chilcott plc (NASDAQ: WCRX).

    At this point, deal value in Q2:13 stands at $52.6 billion, just a whisker above the total deal value in Q2:12, $52.4 billion. Obviously, values vary widely from quarter to quarter, so it behooves us to take a look at which sectors saw more or less deal activity compared with a year ago.

    The health care services sector saw a 13.2% decrease in deal volume in Q2:13 versus Q2:12, with Managed Care and Physician Medi-cal Groups showing the greatest weakness. By contrast, deal volume in the Long-Term Care

    and Home Health & Hospice sectors showed signs of strength. However, the number of deals in most categories is too low to draw firm conclusions about the impact of the ACA, formations of ACOs, or even higher interest rates.

    The health care technology category suffered an even heavier decline in deal volume, down 37.5% compared with Q2:12. The eHealth sector hit a wall, with only six deals announced, and even the busy Medical Devices sec-tor saw deal volume cut in half.

    Preliminary data show deal value in the services seg-ment dipped 17.6%, to $11.8 billion, compared with $14.3 billion in Q2:12. However, deal value in the technology sector was stronger than in Q2:12, posting a 7.1% gain. Early totals indicate $40.8 billion was committed to tech-nology deals in Q2:13, vs. $38.1 billion a year ago. We’ll keep you posted.

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    Page 7July 2013 The Health Care M&A Monthly

    The largest hospital deal on the horizon at the moment involves Health Management Associates Inc., (NYSE: HMA), which is being pushed to the seller’s block by its largest investor, Glenview Capital Management. HMA CEO Gary Newsome announced his resignation, effective July 31, in order to serve the First Presidency of The Church of Jesus Christ of Latter-Day Saints as the president of its Uruguay-Montevideo Mission in South America. His departure means HMA must find its fifth new CEO in 13 years.

    All eyes turned to Community Health as the most likely suitor for HMA, given its penchant for billion-dollar bids and its unsuccessful battle for Tenet Healthcare. Like the Tenet/Vanguard combination, Community Health and HMA have few overlapping markets. Pennsylvania and Texas hold the dominant markets for Community, while HMA’s biggest markets are located in Florida, Tennessee and Mississippi.

    HMA’s board is determined to stay independent, and urged its shareholders not to respond to Glenview Capi-tal’s efforts to overhaul the board. Since that announce-ment on June 28, shares remained largely unchanged, around $16.00 per share in early July.

    What’s ahead for hospital M&A? More of the same, according to Jefferies’ Tanquilut, particularly as hospitals try to deal with weakening patient volumes. “We’re in a New World Order in terms of volumes for the hospital space. Utilization is down for the health care industry as a whole, not just hospitals. I don’t think that’s going to change, and that’s part of the reason why hospitals have to get bigger. They’re not as profitable as they used to be.”

    Hospitals will keep spending money “outside the in-patient side,” he said, to acquire physcian medical practices and ambulatory care centers.

    However, the biggest drivers in hospital M&A will be be strategy and synergy, said Moloney. “To the extent you can put two and two together and achieve operating im-provements that you couldn’t accomplish independently, that’s a huge motivator regardless of how the capital mar-kets price assets. The one thing they always price is cash flow, and if you can create more cash flow, there’s going to be value that the parties will be able to capture.” Until the Federal Trade Commission steps in, of course.

    Tenet Buys Vanguard(continued from page 3)

    heALTh cAre TechnoLogy deALs

    BioTechnoLogy

    A few deals were announced in this sector in June, but only one disclosed a price. Celgene Corporation (NASDAQ: CELG) secured the worldwide rights to MOR202, a novel therapeutic antibody approach being developed by MorphoSys AG (FSE: MOR) of Martin-sreid, Germany. Under terms of the agreement, Mor-phoSys will receive $92 million for the upfront license fee, and Celgene will invest $60 million to subscribe for new shares of MorphoSys, to be issued at a price to be determined upon the effective close of the transaction. MorphoSys and Celgene will collaborate on the devel-opment of MOR202 with multiple myeloma and certain leukemias, with Celgene paying two-thirds of the costs. MorphoSys may be entitled to receive additional devel-opment, regulatory and sales milestones, in addition to double-digit royalties on net sales outside of Europe. The potential value, according to the parties, could reach $818 million. But that’s only if all goes well. MOR202 is cur-rently being evaluated in a Phase 1/2a trial in patients with relapsed/refractory myeloma.

    One transaction actually marked the first major deal for Princeton, New Jersey-based Belrose Pharma, which acquired the PEGylation Linker Technology plat-form (Customized Linker Technology®) from Enzon Pharmaceuticals Inc. (NASDAQ: ENZN). Belrose will continue development of two programs acquired from Enzon, and subsequently, several members of the core technical team formerly involved in Enzon’s R&D and commercialization efforts behind the Customized Linker Technology® have joined Belrose. Lazard Frérès act-ed as financial advisor to Enzon, and Morgan Lewis & Bockius acted as legal counsel. Belrose used in-house counsel.

    MedicAL deVices

    Suddenly, the Medical Device sector is hot again. A dozen deals were announced in this space in June, half of those with prices. The largest was Microport Medical B.V.’s (HK: 0853) $290 million acquisition of the Or-thoRecon business from Wright Medical Group Inc. (NASDAQ: WMGI). OrthoRecon sells hip and knee im-plant products under several brand names, including Dy-nasty® and Conserve® hips, Profemur® modular stems, Superpath™ minimally invasive hip surgical instrumen-

  • Page 8 July 2013The Health Care M&A Monthly

    HealthCareMandA www.healthcaremanda.com

    Sector Deal Volume Combined PricePharamceuticals 13 $1,455,500,000Medical Devices 12 799,000,000Biotechnology 6 181,600,000eHealth 1 --Total 32 $2,436,100,000

    The Month in M&A at a Glance:Health Care Technology, June 2013

    devices. Bionostics and Techne’s Hematology Division will collectively operate under a new Clinical Controls Division of R&D Systems. Bionostics will coordinate with R&D’s European and Chinese entities to expand product distribution worldwide. The transaction is ex-pected to close in the first quarter of fiscal 2014, and will be slightly accretive to Techne’s fiscal year 2014 net earnings. Brown Gibbons Lang & Company initiated the transaction and acted as the exclusive financial advi-sor to Bionostics.

    Remember that $4 billion bid that Baxter Interna-tional (NYSE: BAX) made for dialysis services giant Gambro AB last December? The time has come to pay the piper, and Baxter disclosed in an SEC filing that it will sell five sets of senior notes between three and 20 years in length to raise $3.5 billion, which includes $3.0 billion to close the Gambro deal and the remainder will be used for general corporate expenses. J.P. Morgan Se-curities LLC and Credit Suisse Securities (USA) LLC are joint bookrunners on the transaction. Barclays Capi-tal Inc. is the senior co-manager, while TD Securities (USA) LLC is co-manager.

    PhArMAceuTicALs

    The pharma sector continued on the M&A tear it started last spring with several multi-million-dollar deals announced. The largest was Johnson & John-son’s (NYSE: JNJ) $650 million acquisition of Aragon Pharmaceuticals, Inc., a privately held company in San Diego, California. Aragon bills itself as a discovery and development company focused on drugs that treat hor-monally driven cancers. The attraction for Johnson & Johnson was Aragon’s lead product candidate, ARN-509, now in Phase 2 trial, for castration resistant prostate can-cer. ARN-509 is the subject of litigation between Aragon and Medivation (NASDAQ: MDVN), co-marketer with Astellas Pharama (Tokyo: 4503) of Xtandi, a compet-

    tation, and Advance® and Evolution® medial-pivot knee implants. The division generated global revenue of approximately $269 million in 2012, compared with an estimated $14 billion spent in the worldwide hip and knee reconstruction market. Microport is eyeing the hip and knee implant market in China, which is estimated to reach approximately $1.3 billion by 2018. Wright Medi-cal was advised by Deutsche Bank Securities Inc. and Ropes & Gray LLP.

    C.R. Bard, Inc. (NYSE: BCR) is selling its Lowell, Massachusetts-based electrophysiology business, Bard EP, to Boston Scientific Corporation (NYSE: BSX) for $275 million in cash. The acquisition significantly boosts Boston Scientific’s capabilities in the fast-grow-ing market for advanced EP procedures, which is now a $2.5 billion global market. Bard, which had sales of $111 million in 2012, offers a comprehensive portfolio includ-ing advanced therapeutic catheters, diagnostic catheters, electrophysiology recording systems and intracardiac ac-cess devices. It will become part of the existing Boston Scientific EP business with the company’s Rhythm Man-agement unit. Cha cha cha.

    Limerick, Pennsylvania-based Teleflex Incorporat-ed (NYSE: TFX) made two acquisitions in June, sharp-ening its focus on the medical device market. The first was for Eon Surgical, Ltd. in Tel Aviv, Israel. Eon is a late-stage development company that has advanced a minimally invasive microlaparoscopy surgical platform technology designed to help prevent scars after surgery. The acquisition greatly expand’s Teleflex’s offerings in the growing area of laparoscopic procedures. A week later, it acquired the assets of Ultimate Medical, maker of the Cuff Pilot, the world’s first integrated cuff pressure indicator for single-use airway management devices. The Cuff Pilot provides constant inside-the-cuff pressure in-dications and is currently used with Ultimate Medical’s portfolio of laryngeal masks, which complement Tele-flex’s existing brand of LMA laryngeal masks. Terms of the deals were not disclosed.

    Techne Corporation (NASDAQ: TECH) acquired Bionostics Holdings Limited and its operating subsid-iary Bionostics, Inc., for $104 million in cash. Techne, through its subsidiaries R&D Systems and R&D Systems Europe, develops, makes and sells biotechnology prod-ucts and hematology calibrators and controls. Bionostics develops, makes and distributes control solutions that verify the proper operation of in vitro diagnostic (IVD)

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    Sector Deal Volume Combined PriceHospitals 7 $4,300,000,000Labs, MRI & Dialysis 3 1,200,000,000Long-Term Care 19 849,530,000Home Health & Hospice 3 223,000,000Other 10 125,000,000Behavioral Health Care 2 —Managed Care 0 —Physician Medical Groups 5 —Rehabilitation 2 —Total 51 $6,697,530,000

    The Month in M&A at a Glance:Health Care Services, June 2013

    ing prostate cancer treatment. Medivation claims to have rights to ARN-509, which cuts the production of testos-terone similar to Xtandi, which just received FDA ap-proval last August.

    Respiratory therapies attracted some big players in June, as AstraZeneca plc (NYSE: AZN) acquired Pearl Therapeutics Inc. for $560 million in cash. Pearl devel-ops combination therapies to treat highly prevalent re-spiratory diseases, including chronic obstructive pulmo-nary disease and asthma. The acquisition brings together Pearl’s pipeline of inhaled bronchodilator products and AstraZeneca’s core capabilities in respiratory disease. Sagent Advisors acted as financial advisor to the pri-vately held Pearl.

    Also, Teva Pharmaceutical Industries Ltd. (NYSE: TEVA) expanded its respiratory drug pipeline with the acquisition of MicroDose Therapeutx, a pri-vately held company focused on inhalation technologies and products for lung diseases and infections, with the goal of improving efficacy and patient compliance. It will now have access to MicroDose’s proprietary tech-nology including its multi-dose dry powder nebulizer device, which requires no preparation and can be admin-istered in less than 30 seconds. Teva will acquire all of MicroDose’s outstanding shares for $40 million, and ad-ditional payments of up to $125 million to meet regula-tory and development milestones. Stifel Nicolaus acted as exclusive financial advisor to MicroDose.

    heALTh cAre serVices deALs

    As usual, Long-Term Care deals took center stage for sheer number and amount. Some other categories did their own center-stage pivots, if only in minor roles. Such was the case in the Home Health & Hospice and the Other sector, where certain “undisclosed terms” masked a multi-million, if not multi-billion dollar deals. In that same vein, deals were announced but prices were not in sectors such as Behavioral Health Care and Physician Medical Groups. We attribute the constant pace of deal announcements to the looming advent of the Affordable Care Act, and the lack of prices to the dark shadows of the corporate health care industry.

    BehAViorAL heALTh cAre

    Universal Health Services, Inc. (NYSE: UHS) sold the assets of Peak Behavioral Services, a 119-bed

    licensed acute and residential psychiatric hospital in San-ta Teresa, New Mexico, to Memphis, Tennessee-based Strategic Behavioral Health, LLC. Peak Behavioral provides acute behavioral services for children and ado-lescents. The acquisition brings SBH’s total number of beds to 536.

    Acadia Healthcare Company, Inc. (NASDAQ: ACHC), on the acquisition path as always, announced a definitive agreement to purchase the 85-bed inpatient pyschiatric hospital known as The Refuge, a Healing Place, near Ocala, Florida. No terms were disclosed, ex-cept the company expects to complete the purchase in the third quarter of 2013. The facility produced revenues of approximately $10 million in 2012.

    hoMe heALTh & hosPice

    On June 27, CMS released its proposed rule for the Health Prospective Payment System for FY 2014, which is expected to result in a 1.5% reduction in aggregate Medicare payments. The shockwaves were not immedi-ately evident in the Home Health & Hospice space, but can be expected to play out over the coming months. As analyst Frank Morgan of RBC Capital Markets noted, the worst-case scenario is likely worse than expected. RBC believes most industry stakeholders expect a gross cut of approximately 2% to 2.5% under the proposed rule. And while the news is bad for FY14, the industry needs to lower operating costs dramatically in subsequent years given continued rebasing cuts.

    That bad news aside, CarePoint Partners Holdings LLC sold its home infusion business to BioScrip, Inc. (NASDAQ: BIOS), a company that provides medications

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    deAL suMMAries—serVices hoMe heALTh & hosPiceTARGeT LISTInG AcQUIReR LISTInG DATe PRIceCarePoint Partners Holdings Private BioScrip, Inc. NASDAQ: 6/17/2013 $223,000,000Cincinnati, Ohio Elmsford, New York BIOS

    in Brief: Carepoint is a national provider of home and alternate-site infusion therapy for patients with complex, acute and chronic ill-nesses. BioScip also expects to realize the value of a future tax benefit estimated at $45 million as a result of the transaction.

    deAL suMMAries—serVices hosPiTALsTARGeT LISTInG AcQUIReR LISTInG DATe PRIceVanguard Health Systems NYSE: VHS Tenet Healthcare Corp. NYSE: THC 6/24/2013 $4,300,000,000Nashville, Tennessee Dallas, Texas

    in Brief: With this acquisition, Tenet now owns 79 hospitals and 157 outpatient facilities. Through its Conifer Health Systems subsidiary, Tenet expects to realize annual cost savings between $100 million and $200 million. Each company’s board of directors approved the transaction.

    deAL suMMAries—serVices LABs, Mri & diALysis

    TARGeT LISTInG AcQUIReR LISTInG DATe PRIceValley View Nursing Home Nonprofit Regional operator Private 6/1/2013 $16,500,000Altoona, Pennsylvania

    in Brief: Valley View was owned by Blair County and has 240 skilled nursing beds and 14 independent living apartment units. Built in 1954, it was renovated in 2009. Occupancy has been high, at 95% with a 74% Medicaid census.

    11 assisted living communities Private NorthStar Realty Finance NYSE: NRF 6/4/2013 $51,000,000Various locations, Minnesota New York, New York

    in Brief: All of these properties wre built in the past 10 years and occupancy has been about 92%. The census is 75% private pay with the rest under Minnesota’s waiver program. BMO Harris Bank provided debt financing. Marcus & Millichap represented the seller on the deal.

    Landing at the Shoreline Private NorthStar Realty Finance NYSE: NRF 6/4/2013 $10,500,000Clinton, Connecticut New York, New York

    in Brief: This 49-unit facility, built in 2003, has memory care and Alzheimer’s units. Occupancy tends to be close to 100%. NorthStar is leasing it to Peregrine Health Management, which had been the manager. Marcus & Millichap represented the sellers on this deal, a private equity group.

    2 skilled nursing facilities Private Aviv REIT, Inc. NYSE: AVIV 6/4/2013 $6,200,000Various, Oklahoma Chicago, Illinois

    in Brief: The acquisition includes two post-acute and long-term care skilled nursing facilities that are triple-net leased to existing Aviv tenant, Preferred Care. The transaction was funded with the company’s revolving credit facility.

    The Perennial Portfolio Private CNL Healthcare Properties, Inc. Private 6/6/2013 $56,400,000Various, Arkansas Orlando, Florida

    in Brief: The Perennial portfolio is comprised of six skilled nursing facilities throughout Arkansas. This transaction marks the company’s first acquisi-tion in the post-acute care space. Senior Living Centers will manage the properties under a long-term lease agreement.

    deAL suMMAries—serVices Long-TerM cAre

    TARGeT LISTInG AcQUIReR LISTInG DATe PRIceCML HealthCare Inc. TSX: CLC LifeLabs Medical Lab Private 6/25/2013 $1,220,000,000Missasauga, Ontario Toronto, Ontario

    in Brief: CML HealthCare is a leading medical diagnostic services provider, processing more than 40 million tests annually. Its shareholders are scheduled to determine approval of the agreement in September 2013.

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    deAL suMMAries—serVices Long-TerM cAre (Cont’d)

    deAL suMMAries—serVices oTherTARGeT LISTInG AcQUIReR LISTInG DATe PRIceOnCure Holdings, Inc. Private Radiation Therapy Services Private 6/24/2013 $125,000,000Englewood, Colorado Fort Myers, Florida

    in Brief: OnCure, which is currently in Chapter 11 bankruptcy proceedings, operates 34 radiation oncology treatment centers in California, Florida and Indiana. Radiation Therapy Services operates 131 treatment centers in 15 U.S. states and six Latin American countries.

    TARGeT LISTInG AcQUIReR LISTInG DATe PRIceCourtyard Assisted Living Private National owner/operator Private 6/10/2013 $7,100,000Coeur d’Alene and Pinehurst, Idaho

    in Brief: The Courtyard at Coeur d’Alene has four 15-unit buildings built in 2006. Courtyard Assisted Living in Pinehurst has two 15-unit buildings. A reciever was appointed in July 2012. Senior Living Investment Brokerage handled the transaction.

    2 skilled nursing facilities NYSE: FVE Regional owner/operator Private 6/10/2013 $8,000,000Farmington and Howe, Michigan

    in Brief: Farmington Health Care Center has 124 licensed beds. Howell Care Center has 149 licensed beds. Because some patient rooms were con-verted to other uses, the operational beds were 237. Overall occupancy is just 66%, with 80% Medicaid, 18% Medicare and 2% private pay.

    Tertianum AG Private Swiss Prime Site AG SIX: SPSN 6/11/2013 $529,650,000Zurich, Switzerland Olten, Switzerland

    in Brief: The acquisition provides Swiss Prime Site with prime real estate that has low dependency on the economy and low vacancy risks. The sell-ers are Zurcher Kantonalbank, Helvetia, Swiss Re and the Marazzi family.

    4 skilled nursing facilities Private Griffin-American Healthcare REIT Private 6/17/2013 $35,600,000Various states Newport Beach, California

    in Brief: Millennium Management sold two SNFs in Pennsylvania for $13 million, Sheehan Health Group sold one in Massachusetts for $16 million, and an affiliate of Regency Pacific sold one in Oregon for $6.6 million.

    Wellbrooke of Westfield Private HealthLease Properties REIT TSX: HLP.UN 6/19/2013 $20,330,000Carmel, Indiana Toronto, Ontario

    in Brief: Mainstreet Property Group is selling this 100-unit senior housing and care facility. HealthLease has an existing development agreement with Mainstreet which gives it the right to acquire any seniors housing and care properties developed by Mainstreet.

    8 non-strategic nursing centers NYSE: KND Signature Healthcare, LLC Private 6/25/2013 $49,000,000Louisville, Kentucky Louisville, Kentucky

    in Brief: Kindred Healthcare is selling eight non-strategic nursing centers that were outside of its 21 Integrated Care Markets. It will use the proceeds to finance its recently acquired home heatlh and hospice centers, among other things.

    AddiTionAL TrAnsAcTions—serVices

    Sector target acquirer DateBEHAVIORAL HEALTH Peak Behavorial Services Hospital Strategic Behavorial Health, LLC 6/10/2013 The Refuge, a Healing Place Acadia Healthcare Company, Inc. 6/20/2013HOME HEALTH & HOSPICE Fastrack Healthcare Systems, Inc. Mediware Information Systems, Inc. 6/18/2013 All Heart Home Health Agency Kindred Healthcare, Inc. 6/25/2013 Arrowhead Home Health, Inc. Kindred Healthcare, Inc. 6/25/2013HOSPITALS Complex Care Hospital of Idaho Vibra Hospital of Boise, LLC 6/11/2013 O’Bleness Health System OhioHealth 6/13/2013 Sansum Clinic Cottage Health System 6/19/2013 Somerset Medical Center Robert Wood Johnson University Hospital 6/20/2013

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    AddiTionAL TrAnsAcTions—serVices (Cont’d) Bell Hospital LifePoint Hospitals 6/21/2013 University Hospitals EMH Healthcare 6/21/2013LABS, MRI & DIALYSIS Esensa S.A.S. DaVita, Inc. 6/3/2013 Pointe Scientific, Inc. MedTest DX, Inc. 6/10/2013LONG-TERM CARE Ospry Ridge Regional operator 6/1/2013 Lake Ridge Senior Living The Ensign Group 6/4/2013 Santa Maria Terrace The Ensign Group 6/4/2013 Texas skilled nursing facility Regional company 6/4/2013 Emeritus at Augusta Midwest Health Mangement 6/5/2013 Helton Manor West Investment holding company 6/13/2013 Crescent Manor Care Center Private operator 6/20/2013 Arte Resort Senior Living The Reliant Group 6/20/2013PHYSICIAN MEDICAL Health Inventures Surgical Care Affiliates 6/3/2013 Pain Management Center Prospira PainCare 6/11/2013 Anesthesia Group of Onondaga, P.C. MEDNAX, Inc. 6/11/2013 Sound Senior Geriatrics LLC IPC, The Hospitalist Company 6/26/2013 Neonatal Intensive Care Associates MEDNAX, Inc. 6/27/2013REHABILITATION 7 transitional care and rehab centers National HealthCare Associates 6/10/2013 2 rehabilitation hospitals Select Medical 6/20/2013OTHER Royal Health Care Independent Living Systems 6/6/2013 RepAccess RxVantage 6/6/2013 Incential Software IMS Health 6/6/2013 The Outsource Group Parallon 6/10/2013 Medical Technology Resources, LLC Medical Specialties Distributors, LLC 6/10/2013 Goold Health Systems Emdeon Inc. 6/12/2013 SuccessEHS Vitera Healthcare Solutions 6/17/2013 PRA International Kohlberg, Kravis Roberts & Co., LP 6/24/2013 AdvantageMS Veeva Systems 6/25/2013

    and management solutions for chronic and not-so-chron-ic health conditions. The deal is significant for this sector, at $223 million in cash. Usually prices are not disclosed. The other significant part is that BioScrip will provide home infusion services to 100,000 patients and will ex-pand its infusion business in a highly fragmented indus-try. We expect less fragmentation and more consolidation to roll out through 2014. In the meantime, BioScrip also expects to realize the value of a future tax benefit of ap-proximately $178 million at the close of the transaction, which is expected in the third quarter of 2013. Jefferies LLC acted as BioScrip’s exclusive financial advisor and Polsinelli PC acted as BioScrip’s legal advisor.

    Kindred Healthcare (NYSE: KND) divested itself of eight skilled nursing centers in markets it considers “non-strategic,” and acquired a few more home health & hospice entities: Arrowhead Home Health, Inc. in Glendale, Arizona and All Heart Home Health Agency and Hospice, Inc. in Norfolk, Virginia. Kindred now operates three nursing and rehabilitation centers in the Virginia Beach/Norfolk/Newport News market. In the Phoenix market, it is expanding its existing footprint and will be opening a new 120-bed Transitional Care Center, specializing in short-term rehabilitation services.

    hosPiTALs

    Yes, the Tenet Healthcare/Vanguard Health Systems deal is the month’s headline grabber. Other smaller deals were still being announced, however. One was the ac-quisition by Mechanicsburg, Pennsylvania-based Vibra Healthcare, LLC, owner and operator of long-term acute care (LTAC) hospitals and inpatient rehabilitation hospitals, of the Complex Care Hospital of Idaho, a subsidiary of LCI Holdco, LLC, the parent company of LifeCare Holdings, Inc. of Plano, Texas.

    LifePoint Hospitals signed a definitive agreement to acquire Bell Hospital of Ishpeming, Michigan. Under the terms of the agreement, LifePoint committed $5 mil-lion in capital investment at Bell over the next decade. Proceeds from the acquisition transaction will go toward eliminating Bell’s debt. All remaing proceeds, approxi-mately $1 million, will be used to fund a local charitable foundation to support the community.

    Another announced merger highlighted the contin-ued expansion of OhioHealth in the Buckeye State, with its signed memorandum of understanding to merge with

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    nearly 1,500 patients in Bogota, Cali, Medellin and Bar-ranquilla. DaVita plans to expand services in those cities and to other Colombian cities. Terms were not disclosed.

    PhysiciAn MedicAL grouPs

    MEDNAX, Inc. (NYSE: MD) is at it again, an-nouncing two acquisitions in June. The first deal in-volved Anesthesia Group of Onondaga, P.C. in Syra-cuse, New York. The group provides anesthesia services to St. Joseph’s Hospital, where MEDNAX’s Pediatrix Medical Group also provides neonatal intensive care services. The second deal was for Neonatal Intensive Care Associates in Lubbock, Texas. Its three neonatolo-gists provide services to Covenant Women’s Health and Children’s Hospital. This marks the fifth physician group practice to join MEDNAX in 2013.

    Not to be outdone, IPC The Hospitalist Company (NASDAQ: IPCM) announced its acquisition of Senior Sound Geriatrics LLC in Mystic, Connecticut. Senior Sound is a post-acute hospitalist practice with an an-nualized volume of approximately 14,000 patients. IPC already has an acute-care practice in southern New Eng-land. As usual, terms were not disclosed in any of these deals.

    Athens, Ohio-based O’Bleness Health System, includ-ing the 64-bed O’Bleness Memorial Hospital. In May, OhioHealth signed a letter of intent to acquire MedCen-tral Health System, a two-hospital system in Mansfield, Ohio.

    Cottage Health System in Santa Barbara, Califor-nia also signed a letter of intent to integrate outpatient surgery network Sansum Clinic into its organization. Sansum’s 23 ambulatory care facilities will become part of Cottage’s three-hospital system. Due diligence is ex-pected to be completed by October 1.

    LABorATories, Mri & diALysis

    The dialysis industry was dealt a setback on July 1 as the CMS proposed cutting Medicare payments for the treatment by 9.4% beginning in 2014. The news sent stocks of DaVita, Inc. (NYSE: DVA) and Fresenius Medical Care AG (NYSE: FMS) tumbling temporarily. The reimbursement cut is still in the proposal stage, so anything could happen by the end of the year. Earlier in June, DaVita expanded its global footprint to Columbia with its acquisition of a majority ownership in Esensa S.A.S., the largest independent renal services provider in that country. Esensa operates seven clinics, treating

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    Page 15July 2013 The Health Care M&A Monthly

    Biotechnology M&A(continued from page 1)an active capital-raising market over the last 24 to 36 months, it’s been a buyer’s market,” said Dan D’Agostino, managing director of AmeriTech Advisors. “The bigger guys have been looking at everything, but not necessarily rushing to put together a term sheet.”

    That stasis is changing, with a record number of initial public offerings recorded in Q2:13, more than double the volume and dollars in Q1:13, according to the Exit Poll report by Thomson Reuters and the National Venture Capital Association earlier this month. Some 21 VC-backed IPOs gave Q2:13 the highest number of biotech exits since the third quarter of 2000, the report said. While IPOs are not considered M&A deals, they show the market for M&A is heating up.

    Still, investors want to see “solid revenue stories,” D’Agostino said. “If a company is in the therapeutic side, it is what it is. You’re not going to have any revenue until you get FDA approval and launch. But for all the other companies—services, diagnostics or medical devices—investors want to see $10 million to $15 million in revenue just to show they’ve got some staying power.”

    deAL VALue shouLd ToP 2012

    In the first six months of 2013, 28 biotechnology deals were announced, worth a combined total of $17.2 billion. In the same period in 2012, 55 biotech deals were already announced, for a combined total of $15.6 billion. So while deal volume was off by about 49%, deal value in the sector was some 10% higher than in the first six months of 2012.

    Of course, biotech M&A has been remarkable more for its ups and downs in recent years than for its steady activity levels. In the five years between 2008 and 2012, deal volume swerved from a high of 193 deals announced in 2009 to just 81 in all of 2011. Deal values surged to $93.9 billion in 2008 but hit bottom in 2012, at just $18.7

    billion. So with six months still to go in 2013, biotechnol-ogy deal values will most certainly top 2012’s total, even if deal volume does not.

    The biotech deals of today will affect the biotech deals of tomorrow, D’Agostino noted. “The whole next-gen sequencing market, we see that as the play now.” That includes companies such as Illumina (NASDAQ: ILMN), Life Technologies’ Ion Torrent division and Pacific Biosciences (NASDAQ: PACB). “That group of companies is really heating up as the market moves there. Now the question is, how quickly does that transform the other markets, meaning the continued diagnostic and therapeutic markets?”

    The wave of technology that these biotechs are pro-ducing today will spawn a new market of products that leverage those technologies. In areas such as antibody therapeutics, the science was the attraction early on. But out of that, D’Agostino noted, have come some block-buster drugs of today, biologics such as Amgen’s Enbrel and Janssen’s (NYSE: JNJ) Remicade.

    Which brings the story back to Amgen’s play for Onyx, a move probably sparked in part by a report pub-lished in the June issue of the New England Journal of Medicine, noting that Enbrel was no more effective in treating rheumatoid arthritis than was a cocktail of generic therapies. Enbrel’s global sales of $4.23 billion in 2012 could be cut dramatically. While Amgen could still win the day with a higher bid, there are several other pharma-ceutical companies with huge cash reserves.

    “We’ve done the analysis about how many billions of dollars pharma companies spend in R&D every year, and wouldn’t they be better off buying 50 biotech companies for that kind of money?” D’Agostino said. “They’re not going to convert 100% of their R&D spend, but there are clearly some biotech names out there that are proving themselves as good acquisition candidates.” And that’s what keeps the biotech M&A market humming.

    Biotechnology Deals, 2008 to 2012 2012 2011 2010 2009 2008 Deal volume 106 81 128 193 148 % change 30.9% -36.7% -33.7% 30.4% 2.1% Deal value $18.7 b $33.2 b $60.9 b $47.4 b $93.9 b % change -43.70% -45.50% 28.40% -49.50% 117.80%

    Source: Irving Levin Associates, Inc., July 2013

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    The Health Care Services Acquisition Report, 19th Edition

    The Health Care Services Acquisition Report gives you detailed transaction sheets, along with a discussion of the market trends, the size and composition of the market and the prices paid in these sectors: hospitals, managed care companies, physician medical groups, behavioral health companies, labs, MRI and dialysis centers and more.

    The Health Care Services Acquisition Report, Nineteenth Edition, 2013 1

    INTRODUCTION This report deals with all major sectors of the health care services industry except Long-Term Care, which is covered each year in our companion publication, The Senior Care Acquisition Report. Also excluded is the acquisition activity in what we call the health care technology segment—Biotechnology, eHealth, Medical Devices and Pharmaceuticals—which posted a combined total of 454 transactions in 2012, compared with 436 in 2011. The chart below presents the volume of mergers and acquisitions for all health care services sectors, including Long-Term Care, during the past five years. While the technology sectors saw an increase of 4.1% in deal volume between 2011 and 2012, the services sectors saw marked growth. There was a 10.8% increase in deal volume from 2011 to 2012, as the economy continued to grow, the U.S. Supreme Court upheld the constitutionality of parts of the Affordable Care Act, and the presidential reelection was decided in November. Deal activity stayed strong through the end of the year, despite some investors’ fears of the fiscal cliff and talk of sequestration.

    Source: Irving Levin Associates, March 2013 In 2012, eight of the nine services sectors posted a rise in deal volume compared to 2011. The miscellaneous sub-sectors combined in the “Other Services” category captured 19.6% of all health care services transactions, up from 2011, when it captured 15%. At the same time, the dollar value of those services deals skyrocketed from $12.3 billion in 2009 to $81.8 billion in 2011, where it peaked. In 2012, dollar value in the health services sector declined 14.9%. We believe that the total dollar value of merger and acquisition activity presented in our charts and statistics is slightly understated because a portion of the deals do not present a revealed price. But because of their presumed small size, all of them combined most likely represent between 3% and 5% of the total dollar value committed to M&A activity each year. In 2011, $58.1 billion, or 71% of the year’s total dollar

    JUST PU

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