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MEDICAL DEVICE CORPORATE STRATEGY:
MERGERS & ACQUISITIONS
Strategic Identification of Appropriate Technologies and Products to Streamline and
Optimize Corporate Growth from Mergers & Acquisitions, Best Practices in
Equitable Valuations on the Buy & Sell-Sides, and Ensuring Due Diligence takes a
Risk-Based Approach to Ensure New Entities Add Value
SEPTEMBER 17-18, 2015
ATLANTA, GA
DISTINGUISHED PRESENTERS:
PROGRAM OVERVIEW:
500 N. DEARBORN STREET, SUITE 500 CHICAGO, IL 60654 (P) 312.822.8100 (F) 312.602.3834 www.q1productions.com
DISTINGUISHED PRESENTERS
More than 16 presenters across the
program will meld perspectives of in-
dustry veterans as well as healthcare
organizations & thought-leaders
OPEN DIALOGUE & GROUP SHARE
Each presentation is followed by
15-20 minutes of open dialogue for
questions and best practices.
CONFERENCE SPONSORS:
16
Jason Topolosky
Senior Director, Business Development
& Strategy
STRYKER
Matthew J. Schopp
Manager, Business Development &
Licensing
MEDTRONIC
Ruben Silva
Senior Business Development
Manager
STRYKER
Mark Boone
Chief Compliance Officer
EXACTECH, INC.
Ramon Chen
VP Marketing
RELTIO
Richard B. Smith
Partner
MCDERMOTT WILL & EMERY
Chris Lyons
Director, Global Business
Development, Spine & Biologics
MEDTRONIC
Gwen Watanabe
Vice President of Business
Development & Technical Resources
TELEFLEX
Dean Nistal
Corporate Development Manager
ALLOSOURCE
Sharad H. Joshi
President & CEO
MICROLINE SURGICAL INC.
Chester J. Hosch
Partner
BURR & FORMAN, LLP
Scott Andrew Sher
Partner
WILSON SONSINI GOODRICH &
ROSATI
PJ Bullock
Business Development Manager
VARIAN MEDICAL SYSTEMS
Veronica Descotte
Senior Manager Strategy & Portfolio
Management & Patient Monitoring &
Recovery
MEDTRONIC
Michael Innes
Managing Director—Healthcare
Investment Banking
CARY STREET PARTNERS
Girish Gangadharan
Manager, Corporate Strategy &
Development at Analogic Corporation
ANALOGIC
Arthur Erdman
Director, Medical Devices Center,
Department of Mechanical
Engineering
UNIVERSITY OF MINNESOTA
Over the course of the past two years, the medical device industry has seen record numbers of mergers and acquisitions, from extremely large
scale corporate buy-outs, to a host of smaller corporate acquisitions which are dramatically changing the landscape of the industry. As organiza-
tions continue to leverage this corporate strategy in order to continue the growth and profitability of corporations, it is important to recognize trends
and best practices, to ensure that all acquired entities match the overall aims of the organization and add accretive value to the company. Building
upon the success of the Q1 Medical Device Corporate Strategy & Business Development conference, this program will bring together leaders in
the industry to discuss and debate the future of M&A within medical device & diagnostic corporations. Sessions will be led by high level industry
leaders, who will provide vision and insight into this rapidly evolving market, allowing a unique opportunity for industry executives to gather in order
to discuss recent trends and to understand the direction in which this market is focused. From keynote presentations highlighting future market
growth and unique opportunities in disruptive technologies that complement existing portfolio’s to the international landscape of product develop-
ment, high level executives will illuminate the path forward for future success.
7:15 REGISTRATION AND MORNING COFFEE
8:05 CHAIRPERSON’S OPENING REMARKS
Arthur Erdman, Director, Medical Devices Center, Department of Mechanical
Engineering, UNIVERSITY OF MINNESOTA
8:15 STRATEGIES FOR DETERMINING AVAILABILITY OF POTENTIAL
ASSET TARGETS
Over the course of the past 18 months the medical device industry has experi-
ence an unparalleled number of corporate acquisitions, from large scale take-
overs to strategic acquisitions of complimentary product lines. As a result of
this consolidation across the industry, many business development executives
face anxieties related to finding the next advantageous target, in a diminished
pool of opportunities. From looking abroad to identifying the next disruptive
innovation in the industry, recognizing the next great opportunity is a prime
responsibility and challenge for executives.
• Competitively monitoring the device landscape
• Utilizing investor meetings to identify targets
• Ensuring products and organizations are synergistic
Sharad H. Joshi, President & CEO, MICROLINE SURGICAL INC.
9:00 ENSURING APPROPRIATE VALUATION OF AN ORGANIZATION
For innovative, early-stage medical device firms, selling products or the organi-
zation to a larger entity has often been viewed as the ideal exit strategy. Howev-
er, in order to achieve value, having an appropriate valuation in place that takes
into account current and future earnings potential is essential, and must be
backed up by firm financial figures. As larger organizations focus on value, and
consider many companies to be over-priced, there is a need for executive teams
to consider and determine whether initial valuations may be overly optimistic.
For larger companies looking to divest or sell product lines, valuations are
equally as important, and recognizing best practices is of essential importance.
• Creating balance between knowing worth and exceeding value
• Developing a stable financial roadmap to warrant proper value
• Methods to avoid over-valuation
Matthew J. Schopp, Manager, Business Development & Licensing
MEDTRONIC
9:45 PANEL: ENSURING ACQUISITIONS FIT THE FUTURE STRATEGY OF
THE CORPORATION
In order to ultimately ensure product or corporate acquisitions will enhance the
overall viability and profitability of the medical device organization, business
development teams must understand the over-arching corporate strategy and
goals of the business, to appropriately align potential targets. Business strate-
gies are continually evolving and in the fast paced healthcare industry, where
patient and provider priorities frequently shift, it is critical that new product ac-
quisitions provide accretive value to the bottom line, and only by accurate align-
ment of strategies will this occur. At times, prioritizing alignment of corporate
strategies ahead of the excitement surrounding new products on the market is
essential in securing the future growth of the corporation.
• Communicating with corporate leadership regarding strategy
• Recognizing motivations in evolving strategy within the market
• Aligning & prioritizing business development accordingly
MODERATOR:
Charlie Whelan, Director of Consulting Healthcare & Lifesciences
FROST & SULLIVAN
PANELISTS:
Sharad H. Joshi, President & CEO, MICROLINE SURGICAL INC.
Gwen Watanabe, VP of Business Development & Technical Resources
TELEFLEX
Mike Innes, Managing Director—Healthcare Investment Banking
CARY STREET PARTNERS
10:30 BREAK
11:00 ACCELERATING M&A: HOW MODERN DATA MANAGEMENT
DELIVERS PRE-MERGER ANALYTICS AND POST-MERGER INTEGRATION
Bringing together clean, reliable, relevant data in a timely fashion from the
IT systems of both parties to support an M&A is still largely a manual, inef-
ficient and potentially inaccurate effort. The complexity of data siloed across
both companies makes it very difficult to analyze information within the legal
and time constraints of the pending transaction. If the merger goes through,
all work is generally discarded, leaving the combined company to start from
ground zero. If the merger is called off, someone is left with hardware procured
to support the M&A that is wasted. This session will describe:
• How a multi-billion dollar merger blended & analyzed data from hundreds of
sources with full security & audit controls, without spending a dime on hardware
• Why they can also now realize millions of dollars in increased negotiating
leverage through better vendor/supplier management
• Which groups are positioned to benefit from new data-driven applications
that will significantly improve the efficiency of their day-to-day operations
• What other opportunities, including data monetization, are now possibilities
for the future
Ramon Chen, VP Marketing, RELTIO
MEDICAL DEVICE CORPORATE STRATEGY: MERGERS & ACQUISITIONS
DAY ONE | THURSDAY, SEPTEMBER 17
11:45 IDENTIFYING THE NEXT DISRUPTIVE MEDICAL TECHNOLOGY
TO ACQUIRE
In an industry facing increased competition from incrementally differentiated
product offerings, many business development executives are looking to identify
the next disruptive medical technology that will ultimately revolutionize health-
care delivery. However, finding new technologies requires in-depth research and
knowledge related to not only product development but also the delivery of
healthcare, physician preferences, and end-user requirements. Comprehensive
competitive intelligence and continual monitoring of the healthcare landscape
are just the first steps in identifying and acquiring the next disruptive technology.
• Areas of current & future projected growth in healthcare
• Partnering with academics and VCs to identify new products
• Key characteristics of disruptive medical technologies
Dean Nistal, Corporate Development Manager, ALLOSOURCE
12:30 LUNCHEON FOR ALL CONFERENCE PARTICIPANTS
1:45 FOSTERING RELATIONSHIPS WITH EARLY-STAGE DEVICE
DEVELOPERS FOR A COMPETITIVE ADVANTAGE
In order to continue to identify and develop cutting-edge medical technologies
to acquire, many device corporations look to foster relationships with Univer-
sities, Incubators and Venture Capital Firms which have alternative models of
supporting new product development. Strong relationships with these organi-
zations can provide unique insights into new product inventions and research
being done outside of the device corporation, which is of tremendous value to
business development executives. Identifying and cultivating relationships in
order to build a future acquisition pipeline provides value to not only device cor-
porations, but also to early-stage development organizations looking for fund-
ing and potential exit strategies.
• Characteristics of ideal partner organizations
• Establishing a blend of outside partners
• Obtaining mutual benefit from relationships
Arthur Erdman, Director, Medical Devices Center, Department of Mechanical
Engineering, UNIVERSITY OF MINNESOTA
2:30 POTENTIAL US REGULATORY INVOLVEMENT & BARRIERS TO
DEVICE M&A
Significant industry consolidation and a number of large-scale, high-profile
acquisitions in the medical device industry have resulted in some executives
facing concerns related to anti-trust actions from the Federal Trade Commis-
sion. Regulations including the Hart-Scott-Rodino Act require transactions to
be reported to the FTC and require a waiting period allowing the agency time
to review for potential anti-trust violations. With thresholds changing annually,
medical device executives must consider the potential ramifications of FTC ac-
tion on acquisition activity within this evolving industry.
Scott Andrew Sher, Partner, WILSON SONSINI GOODRICH & ROSATI
3:15 COFFEE & NETWORKING BREAK
3:30 INTERNATIONAL ACQUISITION TARGETS: CHALLENGES &
ADVANTAGES
As device corporations look to identify new acquisition targets, as well as methods
to optimize profitability, many corporations consider targets located outside of the
US. From established corporations in Europe to emerging medical device markets
in Asia and the Middle East, there are many opportunities for the acquisition of
new products and corporations abroad. Understanding the challenges associated
with acquiring these businesses is of critical importance, as variances in legal
structures and regulatory frameworks can result in unanticipated hurdles. With
some organizations considering international acquisitions as an advantageous
tax mitigation strategy, international acquisitions will only continue to increase,
requiring a high level of knowledge from business development executives.
• Overview of expanding international markets
• Opportunities in reducing repatriation taxation
• Protection of intellectual property on a global scale
• Assuring robust levels of quality & regulatory compliance
• Aligning acquisition targets to support the corporation
Chris Lyons, Director, Global Business Development, Spine & Biologics
MEDTRONIC
4:15 CASE STUDY: BEST PRACTICES FOR ACQUISITIONS, BEGINNING
TO END
Making the decision to merge or acquire a company or part of a company is a
strategic decision that many organizations make in order to expand and to con-
tinue growth. Learning how other organizations develop M&A processes, flow
through those processes, and make mistakes along the way, will help other
executives learn the best ways to complete the M&A deal. Examining successful
outcomes, as well as failed mergers, will provide executives with a way to under-
stand how another organization tackles the trials of the M&A process, in turn,
learning new ways with which to improve the M&A process.
• Understanding important issues that may present themselves
• Effective techniques for completing a deal
• Lessons learned in successful and failed mergers
Jason Topolosky, Senior Director, Business Development & Strategy, STRYKER
5:00 CONCLUSION OF DAY ONE SESSIONS
500 N. DEARBORN STREET, SUITE 500 CHICAGO, IL 60654 (P) 312.822.8100 (F) 312.602.3834 www.q1productions.com
8:00 REGISTRATION AND MORNING COFFEE
8:20 CHAIRPERSON’S OPENING REMARKS
Richard B. Smith, Partner, MCDERMOTT WILL & EMERY
8:30 LESSONS LEARNED FROM RECENT M&A ACTIVITIES: WAR
STORIES PANEL
Over the course of the past 18 months, the medical device industry has expe-
rienced some of the highest levels of mergers & acquisition activity recorded
to date, and as a result, many executives and organizations have sharpened
acquisition skill-sets and have also learned substantial lessons. This panel dis-
cussion will bring together leading executives in the device industry who will
share recent experiences, lessons, as well as challenges that lie ahead for the
industry as it continues to evolve and grow. Learning from recent experiences
will provide an opportunity for discussing best practices across the business
development spectrum; from identifying appropriate targets to negotiating in
order to secure the optimal outcome.
MODERATOR:
Ramon Chen, VP Marketing, RELTIO
PANELISTS:
Girish Gangadharan, Manager, Corporate Strategy & Development
ANALOGIC CORPORATION
Richard B. Smith, Partner
MCDERMOTT WILL & EMERY
9:15 LEVERAGING INTERNAL RESOURCES FOR EFFECTIVE DUE
DILIGENCE
As companies look to merge and acquire additional organizations or product
lines, working to maintain effective due diligence is of utmost importance, as
well as ensuring that executives completely perform due diligence, uncovering
any potential liabilities. Effectively preparing procedures, understanding the in-
formation required, and having executives take lead roles in the due diligence
process consistently will help prevent organizations from using outside sources
in the process. Examining ways device companies may utilize all in-house re-
sources in the course of due diligence will provide support to executives to take
lessons learned and implement them within M&A processes.
• Defining individual team members responsibilities
• Understanding what information needs to be validated
• Determining success factors for due diligence
• Utilization of all in-house resources
• Securing the right team members for the M&A deal team
Ruben Silva, Senior Business Development Manager, STRYKER
10:00 COFFEE & NETWORKING BREAK
10:30 CASE STUDY: BEST PRACTICES FOR POST MERGER
INTEGRATION
After an organization is acquired, executives must take care to ensure cultural
as well as operational integration, which must be addressed on a case-by-case
basis. The effective integration of two organizations, and the minimization of
negative synergies as a result, allows for the advancement of the device organi-
zation and the future profitability of the newly modified organization. Identifying
ways for executives to foster the successful integration, as well as discussing
when those executives should extract themselves from the integration process,
will assist other in the successful integration of teams.
• Developing a case-by-case strategy for successful integration
• Practices for ensuring complete integration of teams
• Understanding when M&A executives are no longer needed
• Lessons learned and techniques for future integrations
PJ Bullock, Business Development Manager, VARIAN MEDICAL SYSTEMS
11:15 INCORPORATING HEALTHCARE COMPLIANCE INTO DUE
DILIGENCE
A key component of any due diligence process includes an investigation of
compliance practices, especially surrounding interaction between industry and
healthcare professionals. Ensuring these interactions are within strict compli-
ance frameworks and in-line with federal anti-kickback and anti-corruption laws
is an essential due diligence component of any acquisition. Highlighting this
important area of due diligence will ensure deals move forward smoothly, or are
potentially avoided due to non-compliant activities.
Mark Boone, Chief Compliance Officer, EXACTECH, INC.
11:45 DUE DILIGENCE ROUNDTABLE AUDIENCE DISCUSSION
Following the three presentations highlighting due diligence within medical de-
vice mergers and acquisitions, the three presenters will provide an open oppor-
tunity for dialogue and discussion with audience members on topics or areas of
question not addressed during the presentation. Attendees are encouraged to
pre-submit questions for the panelists which will then be addressed; or alterna-
tively pose new questions of the panelists and audience members on strategies
and best practices. The session will seek to summarize the best practices in
due diligence, providing the audience with a roadmap for current and future
due diligence activities.
Mark Boone, Chief Compliance Officer, EXACTECH, INC.
Ruben Silva, Senior Business Development Manager, STRYKER
12:15 LUNCHEON FOR ALL CONFERENCE GUESTS
500 N. DEARBORN STREET, SUITE 500 CHICAGO, IL 60654 (P) 312.822.8100 (F) 312.602.3834 www.q1productions.com
MEDICAL DEVICE CORPORATE STRATEGY: MERGERS & ACQUISITIONS
DAY TWO | FRIDAY, SEPTEMBER 18
1:15 DEVELOPING AND IMPLEMENTING NON-DISCLOSURE
AGREEMENTS TO COVER M&A ACTIONS
In order to provide a level of security and confidentiality when two companies
enter into merger or acquisition discussions, it is critical that a comprehensive
non-disclosure agreement is utilized and respected on both sides of the table.
A non-disclosure agreement with a limited scope may lead to a potential confi-
dentiality breech, which could have a series of negative impacts on discussions,
as well as regulatory ramifications. For business development teams through-
out the medical device industry, understanding the appropriate components of
a comprehensive non-disclosure agreement is essential in protecting corpora-
tions from potential liabilities, and should be a first step when approaching a
business regarding a potential deal.
• Critical components to include in a non-disclosure agreement
• Appropriate timing for signing the agreement on both sides
• Legal perspectives on ramifications of non-compliance
Richard B. Smith, Partner, MCDERMOTT WILL & EMERY
2:00 BALANCING RISK & REWARD IN ACQUISITIONS BASED ON
DEVICE DEVELOPMENT STAGE
As with any investment, it is critical to balance the risks associated alongside
potential costs, and in the continually evolving medical device landscape, it can
be difficult to derive an accurate assessment when comparing products or com-
panies at varied stages of development. From companies with a single prod-
uct at a proof of concept stage to organizations conducting late-stage clinical
studies, the amount of risk associated with the investment must be taken into
account an acquisition negotiation. Further complicating these difficult assess-
ments is a changing healthcare landscape with varied and evolving priorities
from healthcare professionals and payers.
RISKS IN EARLY STAGE PRODUCT DEVELOPMENT
• Costs associated with securing proof of concept
• Due diligence related to IP / Patent rights
• Forecasting potential clinical research costs
UNCERTAINTIES IN CLINICAL STAGE ACQUISITIONS
• Establishing a level of regulatory certainty
• Timelines for securing product revenue
COMMERCIAL PRODUCT ACQUISITIONS
• Calculating acceptable rates of return
• Opportunities in enhancing product lines
• Challenges in changing healthcare priorities
Girish Gangadharan, Manager, Corporate Strategy & Development
ANALOGIC CORPORATION
2:45 COFFEE & NETWORKING BREAK
3:00 OUTSIDE PERSPECTIVES ON MEDICAL DEVICE M&A
DEALMAKING: LEGAL & FINANCIAL CHALLENGES
Successful medical device merger and acquisition transactions must have ro-
bust support from the legal and financial communities, who will support the
transaction, and provide valuable insight and funding into deal making. Un-
derstanding the perspectives of legal and financial institutions will provide an
alternative viewpoint for medical device executives looking to streamline corpo-
rate development through acquisition activities. Following two shorter presenta-
tions, the audience will have an opportunity for frank and open dialogue related
to recent transactions and forecasted challenges for the future.
Two 20-Minute Presentations Followed by Group Discussion
LEGAL PERSPECTIVE ON DEVICE M&A
• Recent cases involving device acquisitions
• Increasing interest from FTC and SEC
• Areas of legal concern in mergers & acquisitions
Chester J. Hosch, Partner, BURR & FORMAN, LLP
FINANCIAL POINT OF VIEW ON DEVICE ACQUISITIONS
• Recent trends in funding acquisitions
• Methods for attracting investment
• Participation of investment community in M&A
Mike Innes, Managing Director—Healthcare Investment Banking
CARY STREET PARTNERS
4:00 RISK BASED APPROACHES TO DUE DILIGENCE IN MERGERS &
ACQUISITIONS
Although all corporations undertake some level of due diligence as they work
towards finalizing a merger or acquisition, taking a risk based approach will en-
sure that there are ultimately no surprises. Minimizing the risk exposure within
any transaction is of critical importance, but even more so when considering a
move that will alter the future direction or position of an organization. Through
comprehensive, risk-based approaches to due diligence, executives will rest as-
sured that no potential liabilities will impact the agreement.
• Ensuring potential targets’ projections for the future are judicious
• Monitoring intellectual property rights and proprietary information
• Examining all material contacts and commitments of target company
• Reviewing any litigation issues, tax matters, and regulatory matters
Veronica Descotte, Senior Manager Strategy & Portfolio Management &
Patient Monitoring & Recovery, MEDTRONIC
4:45 PROGRAM CONCLUSION
Why Participate in this Meeting?
Cost
The standard registration fee for this meeting is $2,150
and is a flat registration fee that includes:
• Access to all presentations & networking functions
• Course materials in digital format prior to event
• Updated materials throughout conference program
• Meals & refreshments throughout the two days
www.q1productions.com
• Presenters will represent leading medical device
manufactures including Boston scientific, Biotronik,
Medtronic, Smith & Nephew & Welch Allyn
• Engage freely in candid conversations with device
industry peers as no GOP, IND, Coalitions etc. will be
present
• Medical device thought leaders will discuss approach-
ing a transparent marketplace and pricing in light of Co-
alitions
• Shared industry perspectives will address price justifi-
cation & negotiations in a consolidated healthcare
• Discover how to overcome commoditization through
fighting to differentiate in the marketplace
DISTINGUISHED PRESENTERS
More than 20 presenters across the
2-day program will meld perspec-
tives of industry veterans as well
as healthcare organizations & in-
dustry thought-leaders to ensure a
well-rounded platform.
NO SALES PITCHES
Sales presentations from outside con-
sultants are prohibited to ensure con-
ference content and focus remains
strictly educational.
UNPARALLELED NETWORKING
The program provides a matchless
venue for industry peers to gather,
exchange ideas and connect. Multi-
ple networking opportunities will take
place throughout the course of the
two-day meeting.
Return on Investment
The benefits of attending this program will far outweigh the cost. Attendees leave with IMMEDIATE
takeaways and solutions to current issues. New ideas, reinforced educational platforms and exten-
sive networking opportunities will make up for any time spent out of the office.
OPEN DIALOGUE & GROUP SHARE
Each presentation is followed by 15-20
minutes of open dialogue for questions
and exchange of best practices. All
attendees are encouraged to become
an active part of the conversation.
20
NOVEMBER 2-3, 2015
SAN DIEGO, CA
MEDICAL DEVICE CONTRACTING &
STRATEGIC ACCOUNTS
3rd Annual
Maximizing Mutually Beneficial Relationships in a Consolidating Healthcare Market through
Driving Contract Negotiations to Generate Revenue, Delivery of Value Added Services to
Meet the Needs of Customers and Identifying the Stakeholder Alignment and pull-through
between GPOs, IDNs, Coalitions and Hospitals

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Device M&A Agenda

  • 1. MEDICAL DEVICE CORPORATE STRATEGY: MERGERS & ACQUISITIONS Strategic Identification of Appropriate Technologies and Products to Streamline and Optimize Corporate Growth from Mergers & Acquisitions, Best Practices in Equitable Valuations on the Buy & Sell-Sides, and Ensuring Due Diligence takes a Risk-Based Approach to Ensure New Entities Add Value SEPTEMBER 17-18, 2015 ATLANTA, GA DISTINGUISHED PRESENTERS: PROGRAM OVERVIEW: 500 N. DEARBORN STREET, SUITE 500 CHICAGO, IL 60654 (P) 312.822.8100 (F) 312.602.3834 www.q1productions.com DISTINGUISHED PRESENTERS More than 16 presenters across the program will meld perspectives of in- dustry veterans as well as healthcare organizations & thought-leaders OPEN DIALOGUE & GROUP SHARE Each presentation is followed by 15-20 minutes of open dialogue for questions and best practices. CONFERENCE SPONSORS: 16 Jason Topolosky Senior Director, Business Development & Strategy STRYKER Matthew J. Schopp Manager, Business Development & Licensing MEDTRONIC Ruben Silva Senior Business Development Manager STRYKER Mark Boone Chief Compliance Officer EXACTECH, INC. Ramon Chen VP Marketing RELTIO Richard B. Smith Partner MCDERMOTT WILL & EMERY Chris Lyons Director, Global Business Development, Spine & Biologics MEDTRONIC Gwen Watanabe Vice President of Business Development & Technical Resources TELEFLEX Dean Nistal Corporate Development Manager ALLOSOURCE Sharad H. Joshi President & CEO MICROLINE SURGICAL INC. Chester J. Hosch Partner BURR & FORMAN, LLP Scott Andrew Sher Partner WILSON SONSINI GOODRICH & ROSATI PJ Bullock Business Development Manager VARIAN MEDICAL SYSTEMS Veronica Descotte Senior Manager Strategy & Portfolio Management & Patient Monitoring & Recovery MEDTRONIC Michael Innes Managing Director—Healthcare Investment Banking CARY STREET PARTNERS Girish Gangadharan Manager, Corporate Strategy & Development at Analogic Corporation ANALOGIC Arthur Erdman Director, Medical Devices Center, Department of Mechanical Engineering UNIVERSITY OF MINNESOTA Over the course of the past two years, the medical device industry has seen record numbers of mergers and acquisitions, from extremely large scale corporate buy-outs, to a host of smaller corporate acquisitions which are dramatically changing the landscape of the industry. As organiza- tions continue to leverage this corporate strategy in order to continue the growth and profitability of corporations, it is important to recognize trends and best practices, to ensure that all acquired entities match the overall aims of the organization and add accretive value to the company. Building upon the success of the Q1 Medical Device Corporate Strategy & Business Development conference, this program will bring together leaders in the industry to discuss and debate the future of M&A within medical device & diagnostic corporations. Sessions will be led by high level industry leaders, who will provide vision and insight into this rapidly evolving market, allowing a unique opportunity for industry executives to gather in order to discuss recent trends and to understand the direction in which this market is focused. From keynote presentations highlighting future market growth and unique opportunities in disruptive technologies that complement existing portfolio’s to the international landscape of product develop- ment, high level executives will illuminate the path forward for future success.
  • 2. 7:15 REGISTRATION AND MORNING COFFEE 8:05 CHAIRPERSON’S OPENING REMARKS Arthur Erdman, Director, Medical Devices Center, Department of Mechanical Engineering, UNIVERSITY OF MINNESOTA 8:15 STRATEGIES FOR DETERMINING AVAILABILITY OF POTENTIAL ASSET TARGETS Over the course of the past 18 months the medical device industry has experi- ence an unparalleled number of corporate acquisitions, from large scale take- overs to strategic acquisitions of complimentary product lines. As a result of this consolidation across the industry, many business development executives face anxieties related to finding the next advantageous target, in a diminished pool of opportunities. From looking abroad to identifying the next disruptive innovation in the industry, recognizing the next great opportunity is a prime responsibility and challenge for executives. • Competitively monitoring the device landscape • Utilizing investor meetings to identify targets • Ensuring products and organizations are synergistic Sharad H. Joshi, President & CEO, MICROLINE SURGICAL INC. 9:00 ENSURING APPROPRIATE VALUATION OF AN ORGANIZATION For innovative, early-stage medical device firms, selling products or the organi- zation to a larger entity has often been viewed as the ideal exit strategy. Howev- er, in order to achieve value, having an appropriate valuation in place that takes into account current and future earnings potential is essential, and must be backed up by firm financial figures. As larger organizations focus on value, and consider many companies to be over-priced, there is a need for executive teams to consider and determine whether initial valuations may be overly optimistic. For larger companies looking to divest or sell product lines, valuations are equally as important, and recognizing best practices is of essential importance. • Creating balance between knowing worth and exceeding value • Developing a stable financial roadmap to warrant proper value • Methods to avoid over-valuation Matthew J. Schopp, Manager, Business Development & Licensing MEDTRONIC 9:45 PANEL: ENSURING ACQUISITIONS FIT THE FUTURE STRATEGY OF THE CORPORATION In order to ultimately ensure product or corporate acquisitions will enhance the overall viability and profitability of the medical device organization, business development teams must understand the over-arching corporate strategy and goals of the business, to appropriately align potential targets. Business strate- gies are continually evolving and in the fast paced healthcare industry, where patient and provider priorities frequently shift, it is critical that new product ac- quisitions provide accretive value to the bottom line, and only by accurate align- ment of strategies will this occur. At times, prioritizing alignment of corporate strategies ahead of the excitement surrounding new products on the market is essential in securing the future growth of the corporation. • Communicating with corporate leadership regarding strategy • Recognizing motivations in evolving strategy within the market • Aligning & prioritizing business development accordingly MODERATOR: Charlie Whelan, Director of Consulting Healthcare & Lifesciences FROST & SULLIVAN PANELISTS: Sharad H. Joshi, President & CEO, MICROLINE SURGICAL INC. Gwen Watanabe, VP of Business Development & Technical Resources TELEFLEX Mike Innes, Managing Director—Healthcare Investment Banking CARY STREET PARTNERS 10:30 BREAK 11:00 ACCELERATING M&A: HOW MODERN DATA MANAGEMENT DELIVERS PRE-MERGER ANALYTICS AND POST-MERGER INTEGRATION Bringing together clean, reliable, relevant data in a timely fashion from the IT systems of both parties to support an M&A is still largely a manual, inef- ficient and potentially inaccurate effort. The complexity of data siloed across both companies makes it very difficult to analyze information within the legal and time constraints of the pending transaction. If the merger goes through, all work is generally discarded, leaving the combined company to start from ground zero. If the merger is called off, someone is left with hardware procured to support the M&A that is wasted. This session will describe: • How a multi-billion dollar merger blended & analyzed data from hundreds of sources with full security & audit controls, without spending a dime on hardware • Why they can also now realize millions of dollars in increased negotiating leverage through better vendor/supplier management • Which groups are positioned to benefit from new data-driven applications that will significantly improve the efficiency of their day-to-day operations • What other opportunities, including data monetization, are now possibilities for the future Ramon Chen, VP Marketing, RELTIO MEDICAL DEVICE CORPORATE STRATEGY: MERGERS & ACQUISITIONS DAY ONE | THURSDAY, SEPTEMBER 17 11:45 IDENTIFYING THE NEXT DISRUPTIVE MEDICAL TECHNOLOGY TO ACQUIRE In an industry facing increased competition from incrementally differentiated product offerings, many business development executives are looking to identify the next disruptive medical technology that will ultimately revolutionize health- care delivery. However, finding new technologies requires in-depth research and knowledge related to not only product development but also the delivery of healthcare, physician preferences, and end-user requirements. Comprehensive competitive intelligence and continual monitoring of the healthcare landscape are just the first steps in identifying and acquiring the next disruptive technology. • Areas of current & future projected growth in healthcare • Partnering with academics and VCs to identify new products • Key characteristics of disruptive medical technologies Dean Nistal, Corporate Development Manager, ALLOSOURCE 12:30 LUNCHEON FOR ALL CONFERENCE PARTICIPANTS 1:45 FOSTERING RELATIONSHIPS WITH EARLY-STAGE DEVICE DEVELOPERS FOR A COMPETITIVE ADVANTAGE In order to continue to identify and develop cutting-edge medical technologies to acquire, many device corporations look to foster relationships with Univer- sities, Incubators and Venture Capital Firms which have alternative models of supporting new product development. Strong relationships with these organi- zations can provide unique insights into new product inventions and research being done outside of the device corporation, which is of tremendous value to business development executives. Identifying and cultivating relationships in order to build a future acquisition pipeline provides value to not only device cor- porations, but also to early-stage development organizations looking for fund- ing and potential exit strategies. • Characteristics of ideal partner organizations • Establishing a blend of outside partners • Obtaining mutual benefit from relationships Arthur Erdman, Director, Medical Devices Center, Department of Mechanical Engineering, UNIVERSITY OF MINNESOTA 2:30 POTENTIAL US REGULATORY INVOLVEMENT & BARRIERS TO DEVICE M&A Significant industry consolidation and a number of large-scale, high-profile acquisitions in the medical device industry have resulted in some executives facing concerns related to anti-trust actions from the Federal Trade Commis- sion. Regulations including the Hart-Scott-Rodino Act require transactions to be reported to the FTC and require a waiting period allowing the agency time to review for potential anti-trust violations. With thresholds changing annually, medical device executives must consider the potential ramifications of FTC ac- tion on acquisition activity within this evolving industry. Scott Andrew Sher, Partner, WILSON SONSINI GOODRICH & ROSATI 3:15 COFFEE & NETWORKING BREAK 3:30 INTERNATIONAL ACQUISITION TARGETS: CHALLENGES & ADVANTAGES As device corporations look to identify new acquisition targets, as well as methods to optimize profitability, many corporations consider targets located outside of the US. From established corporations in Europe to emerging medical device markets in Asia and the Middle East, there are many opportunities for the acquisition of new products and corporations abroad. Understanding the challenges associated with acquiring these businesses is of critical importance, as variances in legal structures and regulatory frameworks can result in unanticipated hurdles. With some organizations considering international acquisitions as an advantageous tax mitigation strategy, international acquisitions will only continue to increase, requiring a high level of knowledge from business development executives. • Overview of expanding international markets • Opportunities in reducing repatriation taxation • Protection of intellectual property on a global scale • Assuring robust levels of quality & regulatory compliance • Aligning acquisition targets to support the corporation Chris Lyons, Director, Global Business Development, Spine & Biologics MEDTRONIC 4:15 CASE STUDY: BEST PRACTICES FOR ACQUISITIONS, BEGINNING TO END Making the decision to merge or acquire a company or part of a company is a strategic decision that many organizations make in order to expand and to con- tinue growth. Learning how other organizations develop M&A processes, flow through those processes, and make mistakes along the way, will help other executives learn the best ways to complete the M&A deal. Examining successful outcomes, as well as failed mergers, will provide executives with a way to under- stand how another organization tackles the trials of the M&A process, in turn, learning new ways with which to improve the M&A process. • Understanding important issues that may present themselves • Effective techniques for completing a deal • Lessons learned in successful and failed mergers Jason Topolosky, Senior Director, Business Development & Strategy, STRYKER 5:00 CONCLUSION OF DAY ONE SESSIONS 500 N. DEARBORN STREET, SUITE 500 CHICAGO, IL 60654 (P) 312.822.8100 (F) 312.602.3834 www.q1productions.com
  • 3. 8:00 REGISTRATION AND MORNING COFFEE 8:20 CHAIRPERSON’S OPENING REMARKS Richard B. Smith, Partner, MCDERMOTT WILL & EMERY 8:30 LESSONS LEARNED FROM RECENT M&A ACTIVITIES: WAR STORIES PANEL Over the course of the past 18 months, the medical device industry has expe- rienced some of the highest levels of mergers & acquisition activity recorded to date, and as a result, many executives and organizations have sharpened acquisition skill-sets and have also learned substantial lessons. This panel dis- cussion will bring together leading executives in the device industry who will share recent experiences, lessons, as well as challenges that lie ahead for the industry as it continues to evolve and grow. Learning from recent experiences will provide an opportunity for discussing best practices across the business development spectrum; from identifying appropriate targets to negotiating in order to secure the optimal outcome. MODERATOR: Ramon Chen, VP Marketing, RELTIO PANELISTS: Girish Gangadharan, Manager, Corporate Strategy & Development ANALOGIC CORPORATION Richard B. Smith, Partner MCDERMOTT WILL & EMERY 9:15 LEVERAGING INTERNAL RESOURCES FOR EFFECTIVE DUE DILIGENCE As companies look to merge and acquire additional organizations or product lines, working to maintain effective due diligence is of utmost importance, as well as ensuring that executives completely perform due diligence, uncovering any potential liabilities. Effectively preparing procedures, understanding the in- formation required, and having executives take lead roles in the due diligence process consistently will help prevent organizations from using outside sources in the process. Examining ways device companies may utilize all in-house re- sources in the course of due diligence will provide support to executives to take lessons learned and implement them within M&A processes. • Defining individual team members responsibilities • Understanding what information needs to be validated • Determining success factors for due diligence • Utilization of all in-house resources • Securing the right team members for the M&A deal team Ruben Silva, Senior Business Development Manager, STRYKER 10:00 COFFEE & NETWORKING BREAK 10:30 CASE STUDY: BEST PRACTICES FOR POST MERGER INTEGRATION After an organization is acquired, executives must take care to ensure cultural as well as operational integration, which must be addressed on a case-by-case basis. The effective integration of two organizations, and the minimization of negative synergies as a result, allows for the advancement of the device organi- zation and the future profitability of the newly modified organization. Identifying ways for executives to foster the successful integration, as well as discussing when those executives should extract themselves from the integration process, will assist other in the successful integration of teams. • Developing a case-by-case strategy for successful integration • Practices for ensuring complete integration of teams • Understanding when M&A executives are no longer needed • Lessons learned and techniques for future integrations PJ Bullock, Business Development Manager, VARIAN MEDICAL SYSTEMS 11:15 INCORPORATING HEALTHCARE COMPLIANCE INTO DUE DILIGENCE A key component of any due diligence process includes an investigation of compliance practices, especially surrounding interaction between industry and healthcare professionals. Ensuring these interactions are within strict compli- ance frameworks and in-line with federal anti-kickback and anti-corruption laws is an essential due diligence component of any acquisition. Highlighting this important area of due diligence will ensure deals move forward smoothly, or are potentially avoided due to non-compliant activities. Mark Boone, Chief Compliance Officer, EXACTECH, INC. 11:45 DUE DILIGENCE ROUNDTABLE AUDIENCE DISCUSSION Following the three presentations highlighting due diligence within medical de- vice mergers and acquisitions, the three presenters will provide an open oppor- tunity for dialogue and discussion with audience members on topics or areas of question not addressed during the presentation. Attendees are encouraged to pre-submit questions for the panelists which will then be addressed; or alterna- tively pose new questions of the panelists and audience members on strategies and best practices. The session will seek to summarize the best practices in due diligence, providing the audience with a roadmap for current and future due diligence activities. Mark Boone, Chief Compliance Officer, EXACTECH, INC. Ruben Silva, Senior Business Development Manager, STRYKER 12:15 LUNCHEON FOR ALL CONFERENCE GUESTS 500 N. DEARBORN STREET, SUITE 500 CHICAGO, IL 60654 (P) 312.822.8100 (F) 312.602.3834 www.q1productions.com MEDICAL DEVICE CORPORATE STRATEGY: MERGERS & ACQUISITIONS DAY TWO | FRIDAY, SEPTEMBER 18 1:15 DEVELOPING AND IMPLEMENTING NON-DISCLOSURE AGREEMENTS TO COVER M&A ACTIONS In order to provide a level of security and confidentiality when two companies enter into merger or acquisition discussions, it is critical that a comprehensive non-disclosure agreement is utilized and respected on both sides of the table. A non-disclosure agreement with a limited scope may lead to a potential confi- dentiality breech, which could have a series of negative impacts on discussions, as well as regulatory ramifications. For business development teams through- out the medical device industry, understanding the appropriate components of a comprehensive non-disclosure agreement is essential in protecting corpora- tions from potential liabilities, and should be a first step when approaching a business regarding a potential deal. • Critical components to include in a non-disclosure agreement • Appropriate timing for signing the agreement on both sides • Legal perspectives on ramifications of non-compliance Richard B. Smith, Partner, MCDERMOTT WILL & EMERY 2:00 BALANCING RISK & REWARD IN ACQUISITIONS BASED ON DEVICE DEVELOPMENT STAGE As with any investment, it is critical to balance the risks associated alongside potential costs, and in the continually evolving medical device landscape, it can be difficult to derive an accurate assessment when comparing products or com- panies at varied stages of development. From companies with a single prod- uct at a proof of concept stage to organizations conducting late-stage clinical studies, the amount of risk associated with the investment must be taken into account an acquisition negotiation. Further complicating these difficult assess- ments is a changing healthcare landscape with varied and evolving priorities from healthcare professionals and payers. RISKS IN EARLY STAGE PRODUCT DEVELOPMENT • Costs associated with securing proof of concept • Due diligence related to IP / Patent rights • Forecasting potential clinical research costs UNCERTAINTIES IN CLINICAL STAGE ACQUISITIONS • Establishing a level of regulatory certainty • Timelines for securing product revenue COMMERCIAL PRODUCT ACQUISITIONS • Calculating acceptable rates of return • Opportunities in enhancing product lines • Challenges in changing healthcare priorities Girish Gangadharan, Manager, Corporate Strategy & Development ANALOGIC CORPORATION 2:45 COFFEE & NETWORKING BREAK 3:00 OUTSIDE PERSPECTIVES ON MEDICAL DEVICE M&A DEALMAKING: LEGAL & FINANCIAL CHALLENGES Successful medical device merger and acquisition transactions must have ro- bust support from the legal and financial communities, who will support the transaction, and provide valuable insight and funding into deal making. Un- derstanding the perspectives of legal and financial institutions will provide an alternative viewpoint for medical device executives looking to streamline corpo- rate development through acquisition activities. Following two shorter presenta- tions, the audience will have an opportunity for frank and open dialogue related to recent transactions and forecasted challenges for the future. Two 20-Minute Presentations Followed by Group Discussion LEGAL PERSPECTIVE ON DEVICE M&A • Recent cases involving device acquisitions • Increasing interest from FTC and SEC • Areas of legal concern in mergers & acquisitions Chester J. Hosch, Partner, BURR & FORMAN, LLP FINANCIAL POINT OF VIEW ON DEVICE ACQUISITIONS • Recent trends in funding acquisitions • Methods for attracting investment • Participation of investment community in M&A Mike Innes, Managing Director—Healthcare Investment Banking CARY STREET PARTNERS 4:00 RISK BASED APPROACHES TO DUE DILIGENCE IN MERGERS & ACQUISITIONS Although all corporations undertake some level of due diligence as they work towards finalizing a merger or acquisition, taking a risk based approach will en- sure that there are ultimately no surprises. Minimizing the risk exposure within any transaction is of critical importance, but even more so when considering a move that will alter the future direction or position of an organization. Through comprehensive, risk-based approaches to due diligence, executives will rest as- sured that no potential liabilities will impact the agreement. • Ensuring potential targets’ projections for the future are judicious • Monitoring intellectual property rights and proprietary information • Examining all material contacts and commitments of target company • Reviewing any litigation issues, tax matters, and regulatory matters Veronica Descotte, Senior Manager Strategy & Portfolio Management & Patient Monitoring & Recovery, MEDTRONIC 4:45 PROGRAM CONCLUSION
  • 4. Why Participate in this Meeting? Cost The standard registration fee for this meeting is $2,150 and is a flat registration fee that includes: • Access to all presentations & networking functions • Course materials in digital format prior to event • Updated materials throughout conference program • Meals & refreshments throughout the two days www.q1productions.com • Presenters will represent leading medical device manufactures including Boston scientific, Biotronik, Medtronic, Smith & Nephew & Welch Allyn • Engage freely in candid conversations with device industry peers as no GOP, IND, Coalitions etc. will be present • Medical device thought leaders will discuss approach- ing a transparent marketplace and pricing in light of Co- alitions • Shared industry perspectives will address price justifi- cation & negotiations in a consolidated healthcare • Discover how to overcome commoditization through fighting to differentiate in the marketplace DISTINGUISHED PRESENTERS More than 20 presenters across the 2-day program will meld perspec- tives of industry veterans as well as healthcare organizations & in- dustry thought-leaders to ensure a well-rounded platform. NO SALES PITCHES Sales presentations from outside con- sultants are prohibited to ensure con- ference content and focus remains strictly educational. UNPARALLELED NETWORKING The program provides a matchless venue for industry peers to gather, exchange ideas and connect. Multi- ple networking opportunities will take place throughout the course of the two-day meeting. Return on Investment The benefits of attending this program will far outweigh the cost. Attendees leave with IMMEDIATE takeaways and solutions to current issues. New ideas, reinforced educational platforms and exten- sive networking opportunities will make up for any time spent out of the office. OPEN DIALOGUE & GROUP SHARE Each presentation is followed by 15-20 minutes of open dialogue for questions and exchange of best practices. All attendees are encouraged to become an active part of the conversation. 20 NOVEMBER 2-3, 2015 SAN DIEGO, CA MEDICAL DEVICE CONTRACTING & STRATEGIC ACCOUNTS 3rd Annual Maximizing Mutually Beneficial Relationships in a Consolidating Healthcare Market through Driving Contract Negotiations to Generate Revenue, Delivery of Value Added Services to Meet the Needs of Customers and Identifying the Stakeholder Alignment and pull-through between GPOs, IDNs, Coalitions and Hospitals