Merrill DatasiteOne - The Future Of Due Diligence In Healthcare M&A .
The Future ofDue Diligence inHealthcare M&A
complexity of the deal and site content.te your virtual data room. Withactivated in just minutes.LOCATIONS AROUNDTHE GLOBE PROVIDINGLOCAL SUPPORTINTRODUCTIONxpanded capabilities, reduced clicks onLarge corporatemergersnd an improvedupload processthat and spin-offs, biotech and technology breakthroughs,andstronger-than-everdata privacy requirements make the healthcare sectorand authorizations.48 one rich with opportunity and risk. That means staying on top of due diligenceon is too valuable to host on free, or lowbest practices has never been more important.ervices that are vulnerable to maliciousYEARS’ EXPERIENCESUCCESSFULLYobal securitystandardsacross the itdataTo industryspecialists,should come asno surpriseNAVIGATINGthat regulation-ladenREGULATED INDUSTRYhealthcare and life sciences due diligence is one of the longer, more documentrich processes. It takes 5% longer to gather and organize all the documents int with sophisticated search technologiesthe dataer the formator fileroomtype.(“build time”), with 7% more documents, and, from data roomlaunch to close, the due diligence process extends almost one month more thaninto documentchain ofwithmonths, according to Datasite intelligence.the averagetoownership,8.7 from 7.8d, printed, forwarded or copied.The good news is that innovative trends are accelerating due diligence across allough questionlimits Fromand approvals,industries.data room launch to close, median due diligence project timesry experts, import and export data tohave dropped globally by half a month to 7.5 months from 8 months from 2016asiteOne.2018, according to Datasite intelligence.eam of proven subject matter expertsAs pioneers of the first application for due diligence, Merrill DatasiteOne isand available around the clock.The best way to predictthe future is to create it.saction.- Peter Druckershaping the future of M&A processes in healthcare and other industries. Thepreparedfor the nextroundof activity, what we have learned from our experience buildingfollowingreportsummarizesting to stakeholdersandregulators.and launching our new due diligence platform DatasiteOne, many years’ worthchives, dataremoval, contenttransfer data, and extensive polling of dealmakers in the field.of proprietarytransactione deal, not theontent management,nferencing facilities36 2288lcorp.comEMEA PhoneFINANCIAL TRANSACTIONS & REPORTINGMARKETING & COMMUNICATIONS FOR REGULATED INDUSTRYCUSTOMER CONTENT & COLLABORATION SOLUTIONS 44 (0)20 3031 6300are property of their respective owners.THE FUTURE OF DUE DILIGENCE IN HEALTHCARE M&A MERRILLCORP.COM MC0227 1
complexity of the deal and site content.te your virtual data room. Withactivated in just minutes.LOCATIONS AROUNDTHE GLOBE PROVIDINGLOCAL SUPPORTTHE FUTURE OF DUE DILIGENCE FORAN INDUSTRY IN CONSTANT MOTIONxpanded capabilities, reduced clicks onnd an improved upload process thatand authorizations.48 The dramatic rise of private equity, new technological advances and theon is tooincreasingvaluable toprofessionalizationhost on free, or low of the M&A industry are pushing old due diligenceervices thatarevulnerableto maliciousboxes into new shapes.Healthcare, in particular,has its own distinct challenges,YEARS’ EXPERIENCEobal securitystandardsacrossthe dataand privacySUCCESSFULLYfrom changing complianceconcerns to NAVIGATINGantitrust issues. Today, theREGULATED INDUSTRYvery concept of due diligence is being tested and redefined.t with sophisticated search technologiesWhat are the key factors behind this change? These four trends are reshapinger the format or file type.the face of due diligence, according to extensive Merrill DatasiteOne polling.into document chain of ownership, with1. Specialization Winsd, printed, forwarded or copied.Globally, 36% of dealmakers believe private equity’s focus on speed andough questionlimitsisandapprovals,efficiencydrivingthe most change in due diligence. And no matter where youry experts,importand exportdata tothe way to achieve efficiency gains and secure ROI issit inthe dealecosystem,asiteOne.through in-depth industry expertise.eam of provenPrivatesubjectequitymatterfirms expertsincreasingly leverage third-party expert networks and theirand available around the clock.own subject matter expertise (SME) to win over LPs – and sellers – in a crowdedmarketplace.M&Aofassociatespreparedfor the next roundactivity, are encouraged to choose a sector focus muchearlier in theirFinally, 73% of M&A professionals cite sector expertise asting to stakeholdersandcareers.regulators.chives, dataremoval,content transferthe mostimportantfactor in choosing an advisor.saction.Understanding the industry is especially important in healthcare and lifesciences, where valuation is often based on speculative R&D or complex financialecosystems. Payment models, care delivery, and science are constantly changing.Development times for drugs and other therapies are slow, and even promisingFINANCIAL TRANSACTIONS & REPORTINGe deal, not thetherapies may take years to be approved for use. The healthcare marketplace isMARKETING & COMMUNICATIONS FOR REGULATED INDUSTRYontent management,one of high volatility and risk, and some initiatives may never pay off.CUSTOMER CONTENT & COLLABORATION SOLUTIONSnferencing facilitiesKeeping current with market conditions, shifting regulations, compliance, andprivacy concerns, and even geopolitical issues like the U.S. Affordable Care Act iskey toEMEAeffectivedue(0)20diligence.36 2288Phone 443031 6300lcorp.comTalent assessment is the hardest thing to get right in healthcareM&A,MC02271according to 35.7% of dealmakers in a Merrill DatasiteOne poll.are property of their respective owners.THE FUTURE OF DUE DILIGENCE IN HEALTHCARE M&A MERRILLCORP.COM
complexity of the deal and site content.te your virtual data room. Withactivated in just minutes.LOCATIONS AROUNDTHE GLOBE PROVIDINGLOCAL SUPPORT2. Move to Continued uy- andsell-sideareonshifting from seeing due diligence as a shortnd an improveduploadprocessthatterm, transaction-based process to viewing it as an embedded part of theand authorizations.entire M&A lifecycle. That’s why 23% of global deal professionals, including48 fromtoNorthAmerica,cite the shift to continued preparedness as aon is too25%valuablehost onfree, or lowcriticalbehinddue diligence change.YEARS’ EXPERIENCEervices thatare drivervulnerableto maliciousSUCCESSFULLY NAVIGATINGobal security standards across the dataREGULATED INDUSTRYLike chess masters, the best buyers think many steps ahead. In the healthcarearena, where products in the pipeline may take years to develop, continuedt with sophisticated search technologiespreparedness and forward planning are even more essential. Buyers muster the format or file type.take a sustained, strategic approach to build their deal pipeline. This meansinto documentchainproactivelyof ownership,withmore timeidentifying,vetting and developing relationships withd, printed,forwardedorcopied.potential acquisitions; in many cases, years in advance. The sale itself ismerelylimitspreludeto a larger endgame, with integration and add-on purchasesough questionand approvals,carefullymapped,exclusivity agreements are signed.ry experts, import and exportlongdatabeforetoAmericas dealmakers (25%) weigh the shift to continued preparednessmore heavily than those based in EMEA (19%).On the flip side, sellers have moved away from the concept of a sale processas a one-and-done short-term endgame. For many, a sale process is merelya stepping stone on a path that involves multiple buyers and long-termstrategic growth. As a result, constant asset readiness is critical to takingadvantage of fast-moving market cycles, avoiding costly paperwork pitfallsand smoothing the way for future M&A lifecycles.This is particularly true in life sciences, where the drug development processrequires a many-years-long parallel financing track.asiteOne.eam of proven subject matter expertsand available around the clock.prepared for the next round of activity,TRACKS and regulators.PRE-CLINICALting to stakeholderschives, data removal, content transfersaction.R&De deal, not theontent management,nferencing facilitiesFINANCIALCLINICAL TRIALBasic ResearchDrug DiscoveryPOST APPROVALPre-ClinicalPhase IPhase IISeries BSeries CListingLicensingSalePartnershipsPhase IIIPhase IVFINANCIAL TRANSACTIONS & REPORTINGMARKETING & COMMUNICATIONS FOR REGULATED INDUSTRYCUSTOMER CONTENT & COLLABORATION SOLUTIONSAngel Investment36 2288 EMEA Phone 44 (0)20 3031 6300lcorp.com(Sample -Series AMixed Tactics)are property of their respective owners.THE FUTURE OF DUE DILIGENCE IN HEALTHCARE M&A MERRILLCORP.COM MC0227 14
complexity of the deal and site content.te your virtual data room. Withactivated in just minutes.LOCATIONS AROUNDTHE GLOBE PROVIDINGLOCAL SUPPORT3. Form over Functionxpanded capabilities, reduced clicks onWith deal teams often stretching into the hundreds and spurred by thend an improved upload process thatmove to a state of continued preparedness and overall industry maturation,and authorizations.48 dealmakers are adopting a more programmatic approach to the entire M&Aon is toolifecycle,valuable includingto host on free,lowdue ordiligence.ervices that are vulnerable to maliciousEXPERIENCEFor an industry like healthcare inhabited byYEARS’the scientifically-minded,thisSUCCESSFULLY NAVIGATINGobal security standards across the datamove to assembly line, process-orientedREGULATEDthinking makesinherent sense.INDUSTRYHowever, on the financial services side of the equation, systemic issues,t with sophisticatedtechnologiessuch as lacksearchof projectmanagement training and focus at elite business ander the formator file type.law schools,high turnover rates for junior banking and legal associates, andwidespread nonadherence to centralized, secure document sharing policies,into document chain of ownership, withpose ongoing challenges.Nevertheless, program management best practices are starting to wendtheir way into M&A. Law firms have begun to take an assembly line approachto contract reviews, either out or insourcing to dedicated specialist groups.Consultants work closely with internal corporate groups to improve processes.Integration PMOs are becoming more standard.Nowhere is this approach more important than in healthcare and life sciences,where due diligence processes involve more complex analysis – with more externalparties - than any other industry. As a result of this complexity, an astonishing57.8% of dealmakers believe finding all the red flags is the hardest thing to getright in healthcare due diligence, according to Merrill DatasiteOne polling.d, printed, forwarded or copied.In alimitsrecentDatasiteOne poll, 48% of dealmakers globally citedough questionandMerrillapprovals,documenttransmittal practices as the top challenge tory experts, unsecuredimport and exportdata toasiteOne. ensuring secure data sharing and am of proven subject matter expertsand available around the clock.DRUGREGULATORYAUTHORITYprepared for the next round of activity,ting to stakeholders and regulators.chives, data removal, content transfersaction. US: FDACanada EU: EMA Japan: PFSB China: CFDA Australia: TGAe deal, not the Canada: Healthontent management,nferencing facilities36 2288lcorp.comMARKETING &DISTRIBUTIONEMEA PhoneFINANCIAL TRANSACTIONS & REPORTINGMARKETING & COMMUNICATIONS FOR REGULATED INDUSTRY CMC (Chemistry,Manufacturing, Controls)CUSTOMER CONTENT & COLLABORATION SOLUTIONSDRUG DEVELOPMENTCOMPANYSECURITIES 44REGULATORY(0)20 3031 6300AUTHORITY US: SEC Japan: SESC EU: ESMA Australia: ASIC China: CSRC Hong Kong: SFCare property of their respective owners. Commercial agreements Singapore: HSA Canada: CSATHE FUTURE OF DUE DILIGENCE IN HEALTHCARE M&A MERRILLCORP.COM INVESTORS IND & NDA submissions Patent & IP Clinical trials dataMC0227 1 Patient information Business documents FinancialsPARTNERS& POTENTIALBUYERSADVISORS Bankers Lawyers Consultants5
complexity of the deal and site content.te your virtual data room. Withactivatedjust minutes. Advances4.inTechnologyLOCATIONS AROUNDTHE GLOBE PROVIDINGLOCAL SUPPORTJustas the jumpfromclickspaperxpandedcapabilities,reducedon to digital dramatically changed the duediligencegamein thethatearly ‘00s, dealmakers expect advances in technologynd an nger in the years to come.and authorizations.48 on is too valuable to host on free, or lowIn practice, this means the concept of a virtual data room (VDR) will soonervices that are vulnerable to maliciousYEARS’ EXPERIENCEbe as outdated as the old physical data roomsVDRs took their names from.SUCCESSFULLY NAVIGATINGobal security standards across the dataInstead, “smart” due diligence technologypartners INDUSTRYwill support the entireREGULATEDM&A lifecycle through tools such as self-organization, advanced search, andt with sophisticatedsearchandtechnologiescontract reviewredaction.er the format or file type.into document chain of ownership, withGlobally,of dealmakers believe advanced technology is driving thed, printed, forwardedor23%copied.most change in due diligence.ough question limits and approvals,ry experts, import and export data toasiteOne.Here are four common due diligence problems dealmakers expecteam of proven subject matter expertstechnologysolve in the next five years, according to a Merrilland availablearoundtothehelpclock.DatasiteOne poll of 325 dealmakers:prepared for the next round of activity,ting to stakeholders and regulators.1. Admin time. In 2018, it took a global average of 47 days to gatherchives, data removal, content transferand index documents to prepare for a healthcare and life sciences salesaction.– with average timeframes easily slipping over 60 days for the top 25%of transactions. With deal teams regularly stretching into the hundreds,project management capabilities also are at a premium (see section above).Therefore, it should come as no surprise that 30% of global dealmakers listedFINANCIAL TRANSACTIONS & REPORTINGe deal, not thedocument self-organization and project management as the most significantMARKETING & COMMUNICATIONS FOR REGULATED INDUSTRYontent management,due diligence challenge technology will help solve.CUSTOMER CONTENT & COLLABORATION SOLUTIONSnferencing facilities2. Redaction reduction. Redaction is an incredibly boring, incredibly highstakes game – as recent US headlines on Robert Mueller’s investigation36 2288EMEA Phone 44 (0)20 3031 6300attest.That’s why a resounding 29% of global dealmakers picked contractlcorp.comreview, analysis and redaction as the biggest due diligence problemtechnology will soon fix, with 36% of EMEA ranking it more important thandocument self-organization.are property of their respective owners.THE FUTURE OF DUE DILIGENCE IN HEALTHCARE M&A MERRILLCORP.COM MC0227 1Common admin time problems:47 DAYS8.7 MONTHSAverage time to gather and indexdocuments to prepare for a healthcareand life sciences transactions in 2018Average time from data room launchto close for healthcare and life sciencestransactions in 2018
3. Predictive deal analytics. Long the holy grail of the banking community,almost 30% of global dealmakers believe the ability to use aggregate dealdata to help predict bidder behavior (20%) or provide actionable industrybenchmarks (10%), for instance, will come to fruition in the near to midterm. Given the volatility of the healthcare and biotech sector, insight drivenby analytics and benchmarks becomes even more valuable.Given thevolatility of the healthcare and biotech sector, insight driven by analytics andbenchmarks becomes even more valuable.Americas dealmakers are more excited about predictive deal analytics(20%) vs. actionable benchmarks (8%), whereas EMEA is split evenlybetween the two (15%)Predictive Deal AnalyticsActionable BenchmarksAmericasEMEA20%815%15%%Unlike document self-organization and redaction capabilities, which mainlyshift time-consuming admin from the deal team onto the technologyplatform, this move has the potential to change the way the entire M&Agame is played, impacting not just process but sale strategy and deal terms.4. Audit trails and regulatory readiness. Increasingly intricate nationalsecurity, antitrust and data privacy regulations combined with rising costsfrom M&A-related litigation have created an environment where detailed,page-level tracking of document views during due diligence is a criticalbusiness necessity for both buyer and seller. Globally, 11% of dealmakerslisted this as the most important problem technology will solve in the duediligence process.21.7% of dealmakers believe data privacy issues will sink the mosthealthcare deals next year, according to Datasite polling.7
complexity of the deal and site content.te your virtual data room. Withactivated in just minutes.LOCATIONS AROUNDTHE GLOBE PROVIDINGLOCAL SUPPORTTAKE THE DUE DILIGENCEHEALTHCARE CHECKUPxpanded capabilities, reduced clicks onnd an improved upload process thatand authorizations.48 Merrill DatasiteOne has distilled insights from top healthcare finance professionals,on is tooproprietaryvaluable to duehost diligenceon free, or research,lowand the DatasiteOne project managementervices that are vulnerable to maliciousYEARS’EXPERIENCEteam to develop a high-level checklist specificto today’smarket conditions and theSUCCESSFULLY NAVIGATINGobal security standards across the datahealthcare and life sciences sector. Here aresome highlightsfrom the checklist.REGULATEDINDUSTRYView and download the complete checklist t with sophisticated search technologies1. Whatthe strategy to address common technology challenges in theer the formator fileistype.healthcare field?into documentof ownership,with Howchaindo youplan to identify,attract and retain key technology talent?d, printed, forwarded or copied. How will you ensure effective collaboration between healthcare andtechnologyough questionlimits andprofessionals?approvals, Howwillyouaddressry experts, importandexportdata datato connectivity challenges?asiteOne.2. What is the plan to protect sensitive IP, employee and patient records? Aresubjectyou compliantwith data privacy regulations in all applicable jurisdictions?eam of provenmatter experts Is yourIP fullyprotected?and availablearoundthe clock. Are all third parties in the due diligence process using secure transmittalprepared forthe next roundof activity, with data privacy regulations themselves?practicesand compliantting to stakeholders and regulators.3. Haveyoucontentmodeledfor geopolitical issues, such as changes in the US Affordablechives, dataremoval,transferCareAct(ACA),NationalSecurity regulations, Brexit and tariff wars?saction.4. Have you assessed the impact of a potential economic downturn on theasset’s business model? If a drug, what is the time horizon and how do your financing needs map? Is there reoccurring revenue?FINANCIAL TRANSACTIONS & REPORTINGe deal, not the Have you proactively MARKETINGmodeled&aCOMMUNICATIONSrecession case?FOR REGULATED INDUSTRYontent .Haveyoureceivedathird-partyduediligencereport toensure financialsnferencing facilitiesare accurate and not overly ambitious?6. Have you evaluated the target’s #MeToo risk and taken appropriate measures? Haveall3031the company’sinternal guidelines, surveys and policies?36 2288EMEAyouPhonereviewed 44 (0)206300 Have you searched court dockets for employment claims?lcorp.com7. If it’s a drug development company: Are you clear about how you want the business to mature and where to focus?are propertyrespectiveowners.MC02271 of theirHaveyou mappedR&D time frames to financing and potentialfinancingtactics? What are your relationships with VCs, PE and potential partners – are you clearabout the value-add you need in addition to financing?THE FUTURE OF DUE DILIGENCE IN HEALTHCARE M&A MERRILLCORP.COM
ConclusionThere has perhaps never been a more exciting time in the healthcareindustry. Major healthcare hubs launch new biotech, health-caretechnology and medical device start-ups almost daily. The fieldof oncology shows huge promise, as do companies focused ondisrupting the way healthcare does business—and enhancing thepatient experience.Supporting this boom in opportunity is the rapid evolution in howthe business of M&A gets done. Longer preparation times and moredisciplined, comprehensive due diligence processes are becoming thenorm, driven by specialization, a focus on project management and rapidadvances in technology.To set themselves up for long-term success, healthcare and lifesciences professionals must embrace these changes. Only by doingso can they can truly harness the fullness of opportunity that thesechanges represent.9
About Merrill DatasiteOneDatasiteOne powers secure, intelligent due diligence, assetmarketing and enterprise collaboration for thousands of dealsglobally. DatasiteOne enables dealmakers to achieve newlevels of performance.To learn more, visit www.merrillcorp.com or contact us:AMERS phoneEMEA phoneAPAC phoneemail888 311 4100 44 (0) 203 928 0300(852) 3905 4800info@merrillcorp.comMerrill Communications LLC. All rights reserved.All trademarks are property of their respective owners.MC0444 1
the data room ("build time"), with 7% more documents, and, from data room launch to close, the due diligence process extends almost one month more than the average to 8.7 from 7.8 months, according to Datasite intelligence. The good news is that innovative trends are accelerating due diligence across all industries.
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