What Happens in the Room Where Biopharma Deals Happen

Speaker 1:
Welcome to Cowen Insights, a space that brings leading thinkers together to share insights and ideas shaping the world around us. Join us as we converse with the top minds who are influencing our global sectors.
Yaron Werber:
Thank you for joining us for another exciting episode in our Biotech Dealmakers podcast series. I'm Yaron Werber, Biotech Analyst at Cowen. And I'm super excited today to be joined by Devang Bhuva in this episode of What Happens In The Room Where Biopharma Deals Happen. We will discuss the internal view on deals from the buyer perspective and what happens during the M&A process from both sides of the table.
Devang joined Gilead Sciences in 2020. He's Senior Vice President of Corporate Development and Alliance Management. At Gilead, he's responsible for licensing partnerships, investment and acquisition transactions. Prior to Gilead, he was Managing Director at Lazard where he spent 12 years providing financial and strategic advice to global biotech and pharma companies. Devang, always great to have you with us, and thank you so much for joining.
Devang Bhuva:
Thank you for having me. I'm looking forward to the discussion.
Yaron Werber:
So I have to start by asking one of the obvious questions. Gilead's one of the really premier great successes in biotech over the years. And the company for a long time has been now diversifying away from HIV and hepatitis toward oncology. And that transition really is now accelerated over the past two years. As you think about developing an oncology pipeline via external deals, what is the secret and how do you approach that?
Devang Bhuva:
Yeah, absolutely. So when we started on this path, quite frankly, this wasn't a two-year path. It's been a ambition and goal of Gilead for many years. And the process started five plus years ago into our ambition of growing into an oncology business. We have world-class virology and hepatitis business. As you mentioned, it's 90 percent-ish of our revenues today, but we need to diversify if we're going to continue growing the company and using the resources we have to deliver shareholder value. And so five years ago we had a plan. It took a lot of legwork and groundwork to, one, bring in the leadership and experience necessary to be successful in oncology. Those skill sets and scientific expertise and commercial expertise are very different than what it takes to be successful in virology and hepatitis.
We needed a leadership and board commitment to be bold, but really thoughtful to here and how we thought about deal activity in this area. We need to understand the landscape, and this is what took us three, four years to really get a really good understanding of the areas of scientific interest for us in oncology, all of the players in those industry, the key companies key events that would shape that over the coming years. So really defining the strategy and the opportunity set.
And then for us, it was execution organizationally. Of course, starting with the business development team, but it really took a company wide effort to engage and assess the various opportunities that we had. And with that bold commitment and strategy focus with the right people at the table, we've been able to be really successful in bringing in a whole host of opportunities into our portfolio for the last two years.
Yaron Werber:
And as you talked about the importance of execution and the importance of having a strategic overview. As you're looking externally, literally, how do you go about that? Do you draw up a list of target potential deals, or is it a little bit more opportunistically?
Devang Bhuva:
Yeah, so it's a great question. I would say, first of all, you can't be too over-prescriptive. You can't say, "This year, I'm going to do this deal. Next year, I'm going to do this type of deal." It doesn't really work like that in practice because our industry is changing so rapidly. New data sets emerge, and you have to be nimble agile in order to adapt to those changing circumstances.
However, you need a plan, you need a strategy of where are the areas I'm interested in, what are the areas I'm not interested in? And how do I understand those areas well enough so that I am best positioned to go after an opportunity or a deal when it's the right point into time for that company or opportunity for a partnership or an acquisition to make sense? And so that takes a lot of legwork and planning and understanding the landscape. And then data emerges. We can't predict how all of the data will emerge for a specific target or specific area with an oncology, but we need to be ready to adapt as soon as it does. And that's where the strategy and planning becomes critical for our success.
Yaron Werber:
And so it sounds like do you map the landscape ahead of time and you have negotiations and you build relationships, and then you prioritize them in flex and move to more opportunistic mode based on data?
Devang Bhuva:
Yeah, that's a good summary. We find an area that we're interested in. We'll get to know all 100 companies in that area. Really understand the differentiation between each of them, start whittling them down. And then as certain data emerges, or if we're ready to proceed with a transaction at that point, we'll think about, does it make sense for us to wait for clinical validation of XY target or are we willing to some of the preclinical data and biology lineup that we're willing to take more risk on that one and move earlier? So there's different parameters. But first and foremost, we need to understand the area inside and out. And then based on the data and the science, when we're ready to pounce, we'll be well positioned to do so.
Yaron Werber:
And what's the biggest challenge to them consummating a deal, whether it's an M&A deal or a partnership deal? Is it getting internal buy-in and championship and alignment, or is it ultimately getting the support and interest from the external party?
Devang Bhuva:
It's a good question. I think that the biggest challenge is probably getting the internal alignment, but we have a pretty nimble and flexible structure here and a mental that we want to be on the cutting edge. And people acknowledge that there's always going to be risk in any deal, just like there's risk with any internal program. And so some people like to handicap internal versus external.
We have to acknowledge that everything comes with risk and we live in an industry where you make certain bets. And the one thing you know is all of them will not work as you go forward and you need to embrace that challenge. And so once you can do that, I think you can unlock some of the barriers to doing deals and take a portfolio perspective on them. When you map out our internal portfolio, how will these deals that we add in here round out or rebalance or improve or enhance the existing portfolio that we have?
Yaron Werber:
Terrific. I really like that answer that really resonates and really jives to what we've been hearing and across the series so far. So let me ask you a question that's a little bit more unique for your experience between banking and obviously being internally at one of the mark key big companies in the space. In oncology, we've been in the seller's market. There are many suitors hunting for deals, but as they're trying to really bust their pipeline, are there enough companies willing to be bought when you think about M&A?
Devang Bhuva:
Yeah, I don't think the issue is supply actually. And we track these metrics when that was at Lazard. And I think over the last five to 10 years, there's roughly 40 M&A deals a year over call it $50 million up front or so. And my recollection of the stats are right. It's roughly split equally in those 40 deals between oncology rare diseases and all other therapeutic areas. So what that leaves us 10 or 15 deals a year in oncology that happen. We probably get inbounds on 200 to 250 potential deals a year. And the vast majority of those no strategic transaction happens.
So I don't think the issue is supply as much as it is capacity within companies like Gilead to absorb potential transactions, technical diligence and risk, as well as valuation that prevents those deals from happening. It's not a lack of opportunities outside. And that which is a good thing. I think it's great that we have so much capital going into the industry to fund great new ideas. And at the right time, those companies will mature where probably a strategic transaction does happen, but right now the issue, there's a lack of great opportunities out there.
Yaron Werber:
And what about from, I would say late stage or mid-clinical stage deals or companies willing to be acquired, how is that supply looking?
Devang Bhuva:
Yeah, within oncology, there's a lot of companies in early to mid clinical stages. Generally, when we're looking at potential targets that are in the middle of that, we're looking at their next inflection point. The next readout or data card is going to turn in six months, 12 months, 18 months or so. And that's usually when the right time is. And because oncology is such a difficult areas, naturally more companies... More of those data read out turn out negative rather than positive. And so that inherently limits the amount of transactions that we could ultimately pursue.
Yaron Werber:
And as you think about the competitive landscape from the buyers or the acquirers, how can a company make themselves more attractive as a collaborator and really stand out from the competition to really entice that seller to deal and partner with you?
Devang Bhuva:
Yeah, so now you're getting into our secret sauce here at Gilead. But look, I think people talk a lot about needing to be flexible and identify win-win situations for partner and for each partner. And I think that's all true and incredibly important. [inaudible 00:10:36] table stakes for being a good partner in the industry. So I think that's definitely important.
What I think has been most valuable for us and has differentiate us as a partner is, one, our senior leaders are involved in the assessment and in the diligence and meeting with our companies, and they're throughout the entire process. So we're able to establish really trusted relationships, C-suite to C-suite between our companies when we're engaging in a partnership.
There's also a understanding that being open and transparent about how we're thinking solves a lot of the issues and make sure that both parties are on the same plane. So what are our must haves in the deal? What are the risks that we see? Because going into a partnership and not knowing how the other party is thinking about it creates a whole misalignment of incentives and motivations and so on. And so our approach is being as transparent as we can, and everyone's mature and understands that people look at risks in a different way. And I feel like that's been very important for us.
Yaron Werber:
What is... And I'm going to move over now maybe talk a little bit about valuation. And how important is valuation and how do you assess valuation for deals? Do you do a model for each deal? Or models valuations are more important for late stage deals and early stage deals are much more about technology capabilities and novel assets, novel targets?
Devang Bhuva:
I would say for anything that's mid-stage in the clinic or beyond, we definitely have a model for each of those deals, and we understand what is the target product profile we're going after? What does the development plan look like? What does the commercial opportunity per indication and so on? And so we'll do your typical risk adjusted DCF analysis. We run basic version of Monte Carlo type simulations of various outcomes that could happen with a program and understanding what that implies for the upside and risk and reward for a potential deal. We look at a whole host of sensitivity. So we do that for everything, I would say phase two onwards certainly.
When you're going early than that, you start to get to a lot of false precision on trying to model what a preclinical asset or a phase one asset looks like. At that point, you don't even know the disease areas or tumor types you're going to go after and so on. And so it's too much false precision for doing that.
So we do look at strategic value. We look at comparable companies and transactions that have happened in that space to give us a sense there. But we also looked at, as you say, strategic value. What do we think about the productivity of this engine? How we're looking at a platform. How many INDs do we think we're going to get out of that? Do we know what our cost basis is for generating a pre-clinical molecule or something that's IND-ready? So we look at less rigorous, I guess, financial metrics for those very early deals and we try to triangulate based on a variety of factors.
Yaron Werber:
Yeah, there's the process of paralysis by analysis. You're trying to be practical when you're looking early stage.
Devang Bhuva:
Exactly. Exactly.
Yaron Werber:
And does every deal need to be a creative or cashflow flow positive? Or is it okay for some deals to be strategic because you got to bring in capability and you take a longer term portfolio view?
Devang Bhuva:
When we're thinking about deals, and let me start with at the end of the day, the management and board at Gilead is stewards of our shareholders capital. So we need to make sure we are being incredibly responsible and disciplined on how we allocate that capital for our business.
So when we think about sizeable transactions or mid-stage transactions and beyond, absolutely a deal needs... The value that we're paying has to be less than the intrinsic value of that opportunity for us. And you can look at that in different ways, but we do hold ourself to key financial criteria in doing that and largely relying on as I mentioned, that DCF analysis and various scenario analysis that we think about for that.
So then you get to the question of, in our industry, we've seen over the last few years billion dollar deals for preclinical platform companies and preclinical M&A. So how are you coming up with that value? And I think there are other ways to assess it, the strategic value, needing to get into a technology modality that's going to be a huge be driver of our industry for decades and decades to come. Pipeline productivity or IND productivity. There's a lot of ways to assess that value where, once again, may not be qualitative hard to hold yourself to a cashflow or return on invested capital type metric there, but we need to be still thoughtful about how we deploy our capital and disciplined in the way that we do that.
Yaron Werber:
Absolutely. And one of the things that we've been talking to investors about, and when we talk about investors, of course, there's three different types of investors. Those are generalist investors who are valued. There's GARP. And then even within biotech, you have people investing long, short, people going long only. And then people are buying... There's a new investment theme of buy the potential takeouts versus those who are buying the takers. And the difference pulls and puts between the two of them in a broad landscape.
And one of the points that we've been talking about is the importance of taking risks, the importance of going early, not every deal should be a creative immediately. If every deal works, do companies, they're either brilliant or are they taking enough risk and do they overpay? And then the question is, can you underpay and go early and build value that way? What's your view about all that topic?
Devang Bhuva:
No, look, I agree. You need to have a multimodal type of an approach. It's not one-size-fits-al for deals. For early deals, you think about it differently. You structure them differently. For later stage deals, it's the same thing.
If you look at deals in our sector, actually virtually none of them are creative from day one. It's just like a pipeline asset in your portfolio. If I'm starting a new phase one study for a new drug in our pipeline, inherently, that's going to be diluted for 10 years until it gets to market and recoups its financial value. But that's the way our industry works is you take risk for that longer term reward. And you need to think about that when doing deals as well. But there're going to be different types of risks associated with early deals and late later deals and the amount of capital you're willing to deploy for each of those.
Yaron Werber:
And in your case, how do you measure success of deals? Is it based on progress? Is it based on financial metrics, which are, to your point, they're not going to be realized for a few years in the future?
Devang Bhuva:
Yeah, we review our transactions with our leadership team and board on a regular basis and hold ourselves very accountable to the progress of those deals. And as you say, I can't look at the financial returns of my phase one deal one year from now or two years from now. It takes a different timeline for that.
But we look at a bunch of things. We look at what are the timelines we imagined or presented to the board and management when we did a deal, are we sticking to those timeline? Are we sticking to that development plan? The risk on each of the studies, when we said something had certain probability, have we hit that or did we not? How have those probabilities changed as we've gotten further in development? How have the cost been relative to what we expected when we did the deal? And then other financial for commercial stage deals or late stage deals, of course, we look at then what is the revenue forecast versus what we said at the time of the deal?
So we look across a whole host of characteristics. And then on the partnership side, one of the things that we track on a monthly or quarterly basis is, how is the health of the collaboration overall going? How are of the scientific teams working together? Are we having that progress that we assumed? Is there... We look at all of those factors as well, some of the less tangible elements of the success of some of these research collaborations
Yaron Werber:
And that's based on publication? Is it based on presentations?
Devang Bhuva:
It's based on judgment from the project leaders and research heads on how certain things are happening. And then of course, we have project, goals and deadlines and targets that we set and are we hitting those or not?
Yaron Werber:
Great. I love that answer because a lot of times we don't actually hear that. So it's actually nice to hear the emphasis on that. Let's tap into a little bit of your prior experience at Lazard and which is obviously relevant to what you're seeing in your city these days too. When you're thinking about biotech boards who are deciding to sell their company, how do they arrive at that decision? Is it based on incoming reaches to them? Is it based on, this was always prepped for sale and they were never contemplating to go alone? Is it based on changing landscape? Is it based on need?
Devang Bhuva:
Yeah, so a good board isn't preparing a company for sale. It's preparing a company to continue generating value through development of their program, technologies and so on. In our sector, and this has been maybe a shift from how it was 10 or 15 years ago, is that now, especially with public companies, 80% of the time or 90% of the time, the approaches are inbound to the company, not outbound. So it's not a company starting a sale process without existing interest. It's generally somebody makes an unsolicited approach. And you can read through the 14D-9 and see 80% to 90% of that, it's a large pharma or big biotech company coming in with an unsolicited proposal with a specific price on which they would do a deal.
Now, when the board is debating and deliberating on that offer, they're looking at a range of factors. So one is the intrinsic value of the company. And really on a standalone basis with their own resources. So this become comes incredibly important in areas like oncology where the resources required to develop a molecule to its fullest extent are non-trivial and it takes a significant amount of investment. And so when you capture the timelines, the expenses, the build out that that needs to take versus the offer price that you're being offered, that's something that you need to deliberate.
They'll also be looking at the capital markets and dilution risk. If you're going to continue moving something forward, you need to think about how much capital will I be needing to raise? How dilutive will that be to my shareholders? And what is the market risk going forward, especially in today's environment where you've seen the draw down since February, people need to be considering that, where is the market going as well?
And then I think the last two points I would say is, they look at their inflection points. So what is the time to my next value creation event? What is the risk reward associated with that? And then finally, what is the competitive landscape out there? If I don't do this deal today, I need to be worried about A, B, C, D companies also who are in this area and what they could do and how that may impact me.
Yaron Werber:
And so you bring up a really good point. In biotech, there's a perception among investors and I'm going to grossly generalize. So I beg for forgiveness ahead of time, but I'll apologize later. There's a view that every company is for sale. When we talk to boards and management teams, that's certainly not our impression. And what you're saying is essentially reaffirming that. And 80%, 90% of cases, it's actually an outreach. What happens when a company is then approach from a buyer? And I believe there's two different approaches. One is very informal and it's not formal. And another one is formal. What's the difference with respect to fiduciary duty and what happens after that?
Devang Bhuva:
Yeah, so informal outreach happens all the time. That's our everyday conversations with companies on how are they think about their strategic plans going forward? And how could we contemplate partnering? The real fiduciary duty starts with when a bonafide formal offer is received with a specific price per share or valuation range that a company is thinking about. Then there is a duty to review that with your board and at least solicit their feedback on how we're thinking about that and undergo that formal assessment that I was talking about in terms of, you view on intrinsic value, risks, capital needed, inflection points coming up, competition and so on, and really assess how you want to respond to such an offer.
In our sector, hostile transactions are relatively few and far between, maybe you see one every two or three years or so. They don't happen very often. Because part of that is, we live in an environment where partnering is so critical and having positive and collaborative relationships is so critical. No one wants to damage their reputation. They're going to be very careful before doing such a thing. And so the tactics boards take is, either a just say no approach where we're not interested. We see much more value in our business than your offer is reflecting and thanks, but no thanks is the general approach until somebody reaches that level that encourages them to engage in, a more substantive transaction discussions.
Yaron Werber:
And the definition of a formal offer, it has to have a price per share evaluation range, and it's got to be in writing?
Devang Bhuva:
Usually it'll have to be in writing. People do start with verbal offers. Usually you'll have a CEO to CEO conversation or a head of business development to head of business development conversation. But usually that will be followed with a formal offer and writing to the extent possible.
Yaron Werber:
And in an 80% to 90% of cases when you have an inbound offer, are the companies surprised to receive it, or they know it's coming and because there's been a lot of interaction already or?
Devang Bhuva:
Yeah.
Yaron Werber:
How frequent is it? It just really comes out [crosstalk 00:25:49].
Devang Bhuva:
Yeah, really good question. So usually it's not so unexpected. Usually people have enough interest and conviction in making an offer when usually there's interactions between the companies for months and months, if not, years before that period of time. Oftentimes it's a company starting a partnering process, that they want to find a co-development or co-commercialization partner for a program. And ultimately, the large biotech or pharma will decide, "Hey, we'd rather own this than partner with it." And so it's not... So it doesn't come out of the blue very often. Usually there's some sort of process or partnering discussions that precipitate that flip into an M&A discussion.
Yaron Werber:
So let's maybe move and talk about the 10% to 20% of cases when there is a process, there is a seller directed, board directed M&A process. How does that process actually... How is it being conducted? What are the milestones and how long does it normally take?
Devang Bhuva:
Usually how that process is conducted is through an investment bank. You'll hire one of the investment banking firms that you have strong on relationships with that has credibility with the board. And they will reach out to anywhere from three or four parties that you may be in active partnering discussions with, or they'll go through a broad auction type of process where they're reaching out to maybe 15 or 25 potential buyers for the company.
Usually there's some initial non-confidential or modestly confidential due diligence that takes place before they'll ask for initial indications of interest for a potential transaction before going to a second step of the process where there's a much more rigorous due diligence process that takes place over, call it four to eight weeks or so before final offers are ultimately received.
In an ideal situation, you probably want that M&A process to take no longer than three to four or five months before you have a final offer on the terms and then you're just negotiating contracts and so on. And public company contracts are incredibly simple and quick to negotiate. Private company where they're structuring and various shareholder dynamics, those take a little bit longer.
Yaron Werber:
Right. That's really terrific and insightful. I think there's a lot of... We always get a lot of questions about what the differences and how are the different processes work and how long it takes? So then we can't talk about offense or enticing someone to acquire you than in cases where you do get an offer. And at that point, you're looking for defense. The company decides they're not interested in selling. How does that work? How do defense strategy work?
Devang Bhuva:
Yeah, I think usually the most common defense is just say, no. We're not interested. We see our path as much brighter than the offer that you're proposing. We're going to continue sticking it through funding the company and reaching these milestones and thank you for your interest, but we're not interested today. That's generally the approach. There's certainly other tactics that people can employ, poise and pills, or maybe engaging in a partnering transaction instead of an M&A transaction. But usually the typical convention is a CEO and board after review with the board of that offer and the relative merits and risks of it will just say no, we're not interested or no, we're not unless your offer is at a certain level that's much higher than where you are today.
Yaron Werber:
And usually when they say just say no post review, the conclusions are that the valuation is insufficient. It needs to have an underpinning that the offer is too low or can there be other reasons?
Devang Bhuva:
No, that's exactly right. Usually it's a matter of price , especially for a public company as your fiduciary duty is to your public shareholders, there is a price at which you should theoretically be contemplating an M&A offer, especially if it's an all cash offer from a large company. And so usually it's an indication of, the price is just not meeting what our internal valuation of our company is.
Yaron Werber:
Okay, great. So let's move to my favorite part of the podcast, which is a little bit of the rapid fire, getting to know you with a little humor and a personal touch. So maybe Devang, let's start, what's your favorite sport and why?
Devang Bhuva:
So I would say I have two favorite sports. Favorite sport to play because I can actually do it a little bit is golf. I've been playing for a long time. I find it very relaxing, enjoyable, but still very competitive. However, my favorite sport to watch is not golf, given the speed at which it moves and is rather basketball. I'm a huge NBA fan. The Warriors are here, but I've actually grew as a LA Lakers fan. And despite how the team is doing this year, that's my favorite sports to watch.
Yaron Werber:
So if I knew you were a Lakers fan, I think I might have had to disclose that I'm a Celtics fan way ahead of time. I don't think you need to worry about the Celtics anymore.
Devang Bhuva:
Exactly. And last week was a little bit of a beat down to the Celtics.
Yaron Werber:
I think the Celtics are about to call me to join them. That's where they're. I've been taking golf lessons. I can tell you that the ball's not worried, but I'm trying to hit it. It's pretty safe. Favorite TV show. What genre and what show?
Devang Bhuva:
Yeah, I don't know if I would consider this my favorite, but what we're watching a lot right now is Succession. And I don't know if you've seen the HBO show about the media family who's running a company, it's a quite a dysfunctional family that's running it in power dynamics within that family. I really enjoy it because it's probably one of the first shows I can remember where I don't like a single character in it. You're not rooting for anybody really. And it's a bit cringe in some of the things that they say, but it's just fascinating in the way that they interact with one another. And so I don't think it's my favorite, but I'm hooked to it right now.
Yaron Werber:
Yeah, did you ever watch Curb Your Enthusiasm? What's your thoughts on that show?
Devang Bhuva:
Actually I've never been a huge Curb fan or I've never gotten into it, I should say. And so I didn't watch that one this closely.
Yaron Werber:
Yeah, because both of those, you mentioned the word cringe, I can't watch either one of those. Succession to me is, there's just too much conflict. I find that I'm exhausted after watching everything.
Devang Bhuva:
Exactly. Exactly.
Yaron Werber:
Finally, what's your happy place in life and why is that?
Devang Bhuva:
The most exciting place I would say is maybe in the boardroom during an important M&A deal. Discussing those with the board is really energizing and fun and exciting. And going through that process, how quickly it moves is really energizing for me. On the flip side, once you're through with that, I have two young kids, so anytime we can get to the beach in Hawaii or Mexico or somewhere like that, that's the best relaxation I can have is with my family.
Yaron Werber:
Yeah, and I imagine you're probably energized at board meetings, assuming they go well once they're done. [crosstalk 00:33:11] they're not going well.
Devang Bhuva:
Exactly. Exactly.
Yaron Werber:
Great, Devang. Thanks so much for joining us. That was see you.
Devang Bhuva:
Oh, thank you so much. I really appreciate the opportunity.
Speaker 1:
Thanks for joining us. Stay tuned for the next episode of Cowen Insights.

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