What is driving the interest in medtech M&A and what are investors experiencing vis-à-vis challenges as they capitalize on the momentum?
Ikuo Mori: The evolution of specialist medtech companies with more focus on surgical/treatment instruments, especially those that are minimally invasive, has encouraged acquirers’ interest. Precision equipment/device manufacturers (such as Topcon and Nikon) are also expanding medical equipment/device business through acquisitions, in order to capture higher-margin, higher-growth opportunities. In addition, recently pharma companies are looking for medtech targets with a view to combining the traditional Rx business with medtech (hardware and software) so as to bring a comprehensive healthcare “solution”.
Has interest increased in acquisitions over the past several years by large multinational corporations in Asia, and vice versa?
Gaurav Marathe: India’s space is still currently dominated by the largest class of US and European multinationals, from Danaher to Becton Dickinson, which retain substantial presence across multiple channels from marketing to production. That looks set to stay in place for mature M&A targets within the foreseeable future. The Indian mid-market is rather small still, so their primary focus tends to be the startup and emerging growth scene. There can be some exceptions, where larger players from outside the Indian market look to acquire local manufacturing and/or distribution centers, but generally the primary strategic incentive is to absorb younger companies with worthwhile technical innovations.
Among the Indian healthcare-related startup scene, which segments are specifically drawing the most interest from prospective acquirers?
What is helping drive increasing cross-border activity within medtech, as PitchBook data reveals?
Ross: There has been significant consolidation in recent years among the leaders in the medtech sector—with Medtronic-Covidien, Abbott-St Jude Medical and Becton Dickinson-CR Bard as a few examples. Consolidation among the top players results in fewer “typical” buyers by definition. While the market leaders, many of which are US-based, will certainly continue to be acquisitive, there is strong and growing interest from buyers outside the US looking to both access US markets as well as build leadership positions in other key medtech geographies including Japan and China. In addition, there is strong cross-border activity in the medical device outsourcing sector, where non-traditional buyers seek acquisition opportunities that provide more exposure to the medtech sector.
How are prospective buyers handling regulatory challenges, especially when it comes to cross-border M&A activity?
Gaurav: One key factor that I should mention that pertains to potential future is the regulatory incentive for medtech players to potentially consolidate or set up local manufacturing and/or distribution centers. Recently, price caps on imported medtech products have impacted profit margins for global medtech manufacturers, e.g. the gap between the price prior and after can range up to 20%. That could spur some future M&A as global entities look to establish domestic manufacturing operations.
Ross: Different geographies have disparate regulatory pathways, so there can be differing timelines and elements of risk to take into account; for example, approval in one market does not entail a long lead time compared to approval of that same product in a different market. That said, some products can obtain faster routes to approval given the credential of US approval; it is a complex dynamic that buyers must be attuned to.
Matt: The natural route for many medical device businesses outside in the UK or Europe is to focus on the CE mark approval process initially, which is helpfully standardized across the EU under the Medical Device Directive (MDD), albeit changing, and gives access to a the large market which is the EU. The CE mark is quicker than FDA 510(k) to gain and often based on clinical evaluation of published data for existing equivalent devices. Getting reimbursement approval is the next and different challenge, especially given centralized procurement bodies. Businesses like Deltex Medical and Lidco Group, even though small companies, have pursued approval in the US market and Japan given their potential for growth and the challenges in the UK given funding pressures. Given changing and lengthy product approval processes, and clinical trials for FDA approval, along with reimbursement approval processes, M&A can be a way to shortcut this and acquire a product already in market or gain know how to fast track a similar product. M&A also helps diversify regulatory and reimbursement risk as you build a broader market/geographic presence.
In closing, what are the key underrated trends characterizing cross-border dealmaking, against the context of the globalizing medtech space?
Gaurav: Managing people and relationships in Indian dealmaking is especially critical. Differences in business cultures, practices and strategies exist and must be anticipated and handled during a transaction. For example, potential acquirers often diverge into two schools of thought, where the former seeks to replace a founding team entirely, and the latter wishes to keep them in place. Given the characteristics of the Indian market, the latter is usually a better practice. As always, regulatory risks also must be noted.
Ross: Gaurav’s points are excellent. The nuances of how negotiations are conducted in cross-border dealmaking are often not given the care required to deliver a successful transaction. Different cultures have varying style dynamics that can play into how not only deals are done but also how companies are managed post-close.
Matt: It’s difficult to say given there are so many sub-sections of the market which have unique drivers to each. The aging population will continue to drive most markets and technological advancement will increase the scope of what is possible. Against this, funding bodies are becoming more stringent on proof of ‘value add’ so you see some OEMs like Medtronic starting to move into services as a way to support client system efficiency / ‘cost out’, while also promoting their products into the same customer base. Medtronic did this in the UK with the University Hospital of Manchester NHS for cardiology. I would expect more of this in the future and more service-related moves by medical device corporates alongside a rationalization of large portfolios built up through M&A.
Ross: There is some discussion in the industry right now about how to handle any potential disruption to medtech supply chains given trade disputes between the US and China. China will continue to be a critical market both for supply chains as well as in the context of China being a key market with large and growing local demand. However, other low-cost manufacturing geographies, including Mexico, Costa Rica and Puerto Rico, are playing a critical and growing role in the medical device supply chain and they will continue to do so. Furthermore, another trend which has been interesting to observe is the increasing cross-border activity among nations not involving the US, as US nationalism and greater restrictive oversight to M&A and cross-border activity is driving countries like China to pursue business relationships and investments in other geographies for advanced technologies, including countries and geographies like Israel, Japan, Korea and the EU.
Matt: Similar to Ross’ point, Brexit here in the UK/Europe is a big discussion point naturally. We are seeing many players having to prepare for the unknown, with some UK clients now investing in warehouses in the EU and stockpiling to ensure they have supplies available should transport logistics be impacted. Companies’ capital structures and balance sheets are therefore being impacted which we see in M&A deals through diligence work. Volatility in foreign exchanges also is something that has been front of mind for UK medical device corporates who are often selling in US dollars or Euro and have British Stirling cost bases.
Ross co-leads the firm’s medical device and device outsourcing practices, specializing in mergers and acquisitions (M&A). He has significant experience in corporate strategy and private equity and leads M&A transactions for large and mid-market corporations, privately held companies and private equity firms that invest in the medical device industry. Ross brings deep industry knowledge into M&A transactions, which enables his clients to bring differentiated medical devices to market and gain global acceptance more quickly, resulting in improved medical outcomes and clinical efficacy. His understanding of medical device manufacturing complexities also allows him to facilitate successful supply chain partnerships on behalf of his clients, helping them to serve their clients and grow their businesses more effectively. Prior to joining Lincoln, Ross was Vice President in the healthcare investment banking practice of GCA Savvian Advisors. Previously, Ross was Director of Strategy at American Express, where he focused on corporate partnerships, acquisitions and divestitures. Before that, he worked within the private equity units of American Express and General Electric, and as an investment banking associate and analyst at Prudential Securities (formerly Vector Securities). Ross earned a Master of Business Administration from Columbia Business School and a Bachelor of Science (Bronze Tablet) from the University of Illinois.
Matthew provides mergers and acquisitions (M&A) advisory services and leads Lincoln’s U.K. strategic efforts within the healthcare sector. Matthew has nearly 20 years of M&A advisory experience, executing both sell-side and buy-side transactions for private equity clients, publicly traded companies and privately held and family-owned businesses. His experience spans both U.K. and international markets. Matthew specializes in advising healthcare services and medical device companies and has a comprehensive understanding of these diverse markets. Matthew delivers on clients’ ambitions by providing hands-on, independent advice and leveraging the global Lincoln healthcare network. Prior to joining Lincoln, Matthew worked at one of the “Big 4” accountancy firms as a senior member of its healthcare M&A team. Beforehand, Matthew was a private equity investor at Lloyds Development Capital and practiced healthcare M&A at Rothschild & Co in London. Matthew earned a Bachelor of Science from the University of Bath and holds a Securities Institute Diploma.
Gaurav manages Lincoln’s presence in India, a rapidly growing economy focused on globalization. He has strong relationships with private equity groups and mid-market companies. He works to raise equity capital from private equity, structured debt syndication and cross-border mergers and acquisitions (M&A) in India, for both financial and strategic buyers. Gaurav specializes in advising companies in the healthcare and consumer sectors on M&A and growth equity. He helps his clients navigate the high growth stage of the healthcare and consumer industries in India and find success through consolidation. Gaurav has advised numerous consumer-based companies, specializing in food, retail and apparel. His healthcare clients include healthcare services, diagnostics services and reagents, and pharmaceuticals. Formerly, Gaurav was a board member of RG Stone, India’s largest urology specialty hospital and Sagar Ratna, a leading south Indian vegetarian chain of restaurants business. Prior to joining Lincoln, Gaurav was Vice President at India Advisory Partners where he established its private equity syndication business. Previously, Gaurav was instrumental in establishing the advisory business at Almondz Global Securities. Gaurav holds a Bachelor of Science from Holkar Science College, Devi Ahilya Vishwa Vidhyalaya. He is also a qualified chartered accountant.
Ikuo leads origination and execution of mergers and acquisitions (M&A) transactions for domestic and international companies. During his nearly 35-year investment banking career, Ikuo has worked on a wide range of deals including acquisitions, divestitures, public tenders and restructurings, as well as debt and equity capital market transactions. He has completed numerous cross-border transactions involving large corporations. Ikuo supports Japan-based companies who have an appetite to expand internationally, and Japanese industry segments looking to consolidate. He has advised across multiple industries, with a specific emphasis on chemicals and healthcare sectors. Prior to joining Lincoln, Ikuo was a managing director at KPMG, where he led the firm’s M&A advisory efforts in Japan. Previously, Ikuo worked in the investment banking divisions of Salomon Brothers, Lehman Brothers, Barclays and BNP Paribas in New York, Tokyo and London. Ikuo began his career at the Ministry of Finance of Japan. Ikuo earned a Master of Business Administration degree from Stanford University and a Bachelor of Laws degree from the University of Tokyo.