2. •A transaction where two firms agree to integrate their
operations on a relatively co-equal basis because they
have resources and capabilities that together may create a
stronger competitive advantage.
oThe combining of two or more companies, generally by
offering the stockholders of one company .
oExample: Company A+ Company B= Company C.
MERGER
3. It also known as a takeover or a buyout
It is the buying of one company by another.
Example: Company A+Company B=CompanyA.
ACQUISITION
4. MERGER ACQUISITION
i. Merging of two
organization into one.
ii. It is the mutual decision.
iii. Merger is expensive than
acquisition(higher legal
cost).
iv. It is time consuming and
the company has to
maintain so much legal
issues.
i. Buying one organization
by another.
ii. It can be friendly takeover
of company
iii. Acquisition is less
expensive than merger.
i. It is faster and easier
transaction.
5. WHY IS IMPORTANT PROBLEM WITH MERGER
i. Increase Market
Share.
ii. Economies of scale
iii. Profit for Research
and development.
iv. Reduction of
competition.
i. Increased business
complexity
ii. Employees may be
resistant to change
5
6. WHY IS IMPORTANT PROBLEM WITH ACUIQISITION
i. Increased market
share.
ii. Increased speed to
market
iii. Increased
diversification
iv. Avoid excessive
competition
i. Inadequate
valuation of
target.
ii. Inability to
achieve synergy.
6
7. The Companies Act, 1956 (Section 391-394)
The SEBI (Substantial Acquisition of Shares &
Takeovers) Regulations, 2011
The Foreign Exchange Management Regulation,
2000
The Income Tax Act, 1961
The Competition Act, 2002 (Section 5, 6, 20, 29,
30, & 31)
8. GlaxoSmithKline plc (GSK) was formed from the December
2000 merger of Glaxo Wellcome plc and SmithKline Beecham
plc.
Global pharmaceutical, biologics, vaccines and consumer
healthcare company
3rd largest pharmaceutical company in the world based on
revenues
markets-- anti-infective , central nervous system, respiratory,
and gastro-intestinal/metabolic.
GlaxoSmithKline plc
9. GlaxoWellcome SmithKline Beecham
In 1880, Burroughs Wellcome
& Company was founded in
London – research in animal
health
Glaxo was founded
in Bunnythorpe, New Zealand
in 1904 – baby food producer
Burroughs Wellcome and
Glaxo merged in 1995 to
form GlaxoWellcome
Beecham Pills laxative in
England gave birth to
the Beecham Group in
1843.
Smith, Kline & Co founded
in 1875 – pure research
1989 merged
with Beecham to
form SmithKline
Beecham plc.
10. Absence of proper R&D facilities
Increase in market share
Generic competition
Increase in chronic diseases
Product/Brand extension etc.
11.
12. Headquarter in Mumbai
Lupin is an innovative pharmaceutical company producing and developing a wide
range of branded and generic formulations as well as biotechnology products and APIs
globally.
Significant player in the Cardiovascular, Diabetology, Asthma, Pediatric and NSAID
space and holds global leadership positions in the Anti-TB and Cephalosporin segment.
5th largest and fastest growing top 5 generics player in the US.
3rd largest Indian pharmaceutical company by sales.
Consolidated turnover - USD 2.06 billionand
Profit after Tax - USD 393 million
13. Established in 2007
GAVIS pharmaceuticals, a New Jersey U.S. based private company, is
specializing in formulation development, manufacturing, packaging, sales,
marketing, and distribution of pharmaceuticals products
It works with other companies which looking to develop drugs for
production, marketing, distribution and warehousing. GAVIS launched its
first product in May 2009
14. •Date of Acquisition – 23 july 2015
•Transaction valued at USD - 880 million
• Transaction has been Cash free and debt free
which unanimously approved by the Boards
of Directors of Lupin and GAVIS.
15. •GAVIS recorded sales of $96 million in FY 2014 and has
over 250 New Jersey based employees.
•GAVIS currently has 66 ANDA (Abbreviated New Drug
Application) filings pending approval with the US FDA .
•GAVIS has filed 25 Para IVs and 8 FTFs (first to file)
products.
• GAVIS’s pending filings address a market value of
about USD 9 billion
16. • The combined company will have a portfolio of
101 in-market products.
• 164 cumulative filings pending approval and a
deep pipeline of products under development for the
US.
• The acquisition creates the 5th largest portfolio of
ANDA filings with the US FDA, addressing a USD
63.8 billion market. products under development.
72% of these filings pending approvals
17. The acquisition enhances Lupin’s scale in the US
generic market and also broadens Lupin’s
pipeline in dermatology, controlled substance
products and other high-value and niche
generics.
GAVIS brings to Lupin a highly skilled US based R
& D organization .
GAVIS’s New Jersey based manufacturing facility
will become Lupin’s first manufacturing site in
the US.
Lupin’s proven commercialization capabilities,
vertically integrated manufacturing operations
and supply chain strengths will accelerate
GAVIS’s growth.
GlaxoSmithKline plc (GSK) was formed from the December 2000 merger of Glaxo Wellcome plc and SmithKline Beecham plc. The $70 billion deal created the world's largest drug manufacturer and research-based pharmaceutical concern. The combined entity controlled leading market share in four of the five largest therapeutic markets--anti-infectives, central nervous system, respiratory, and gastro-intestinal/metabolic. Overall, the firm controlled nearly seven percent of the global pharmaceuticals market. Its product line includes antibiotic, antidepressant, gastrointestinal, dermatological, respiratory, cancer, and cardiovascular medications. GSK claims that every minute of every day, more than 1,100 prescriptions are written for one of its products. The company has one of the largest research and development divisions in the drug industry and spends over $450,000 every hour to research new medicine.
GlaxoSmithKline plc (GSK) was formed from the merger of Glaxo Wellcome plc and SmithKline Beecham plc (December 2000).
GlaxoWellcome
In 1880, Burroughs Wellcome & Company was founded in London by American pharmacists Henry Wellcome and Silas Burroughs.[5] The Wellcome Tropical Research Laboratories opened in 1902.[5] In 1959 the Wellcome Company bought Cooper, McDougall & Robertson Inc. to become more active in animal health.[5] The Wellcome Company production centre was moved from New York to North Carolina in 1970 and the following year another research centre was built.
Glaxo was founded in Bunnythorpe, New Zealand in 1904.[5] Originally Glaxo was a baby food manufacturer processing local milk into a baby food by the same name: the product was sold in the 1930s under the slogan "Glaxo builds bonny babies". Still visible on the main street of Bunnythorpe is a derelict dairy factory (factory for drying and processing cows' milk into powder) with the original Glaxo logo clearly visible, but nothing to indicate that this was the start of a major multinational company.
Glaxo became Glaxo Laboratories, and opened new units in London in 1935.[5] Glaxo Laboratories bought two companies, Joseph Nathan and Allen & Hanburys, in 1947 and 1958 respectively.[5] After the Company bought Meyer Laboratories in 1978,[5] it started to play an important role in the US market. In 1983 the American arm Glaxo Inc. moved to Research Triangle Park (US headquarters/research) and Zebulon (US manufacturing) in North Carolina. Burroughs Wellcome and Glaxo merged in 1995 to form GlaxoWellcome.[5] In the same year, GlaxoWellcome opened its Medicine Research Centre inStevenage.[5] Three years later GlaxoWellcome bought Polfa Poznan Company in Poland.[5]
[edit]SmithKline Beecham
In 1843, Thomas Beecham launched his Beecham's Pills laxative in England giving birth to the Beecham Group.[5]Beechams opened its first factory in St Helens, Lancashire, England for rapid production of medicines in 1859. By the 1960s it was extensively involved in pharmaceuticals.
The GSK Headquarters in Brentford
In 1830, John K. Smith opened its first pharmacy in Philadelphia.[5] In 1865 Mahlon Kline joined the business which, 10 years later, became Smith, Kline & Co.[5] Subsequently, in 1891, it merged with French, Richard and Company.[5] It changed its name to Smith Kline & French Laboratories as it focused more on research in 1929. Years later, Smith Kline & French Laboratories opened a new laboratory in Philadelphia; it then bought Norden Laboratories, a business doing research into animal health.
Smith Kline & French Laboratories bought Recherche et Industrie Thérapeutiques (Belgium) in 1963 to order to focus on vaccines.[5] The Company started to expand globally buying seven laboratories in Canada and the US in 1969. In 1982, it bought Allergan, a manufacturer of eye and skincare products.[5] The Company merged with Beckman Inc. later that year and then changed its name to SmithKline Beckman.[5]
In 1988, SmithKline Beckman bought its biggest competitor, International Clinical Laboratories,[5] and in 1989 merged with Beecham to form SmithKline Beecham plc.[5] The headquarters of the Company were then moved to England. To expand research & development in the US, SmithKline Beecham bought a new research center in 1995. Another new research centre at New Frontiers Science Park in Harlow was opened in 1997.[5]
In 2000, Glaxo Wellcome and SmithKline Beecham merged to form GlaxoSmithKline.[6]
[edit]Recent developments
In 2001 it completed its purchase of New Jersey-based Block Drug.[7]
On 16 November 2009 the US Food and Drug Administration (FDA) announced that a vaccine for 2009 H1N1 influenza protection (manufactured by GSK's ID Biomedical Corp. subsidiary) would join the four vaccines approved on 15 September.[8]
In June 2010, the company acquired Laboratorios Phoenix, an Argentine pharmaceutical company focused on the development, marketing and sale of branded generic products, for a cash consideration of approximately $253m.[9]
In December 2010, GSK announced its acquisition of the sports nutrition company Maxinutrition.[10