And the winner is…

In a final move that seemed (at least in the eyes of some industry analysts) as likely to be designed to increase J&J‘s price tag for the acquisition of Guidant as it was an actual competitive bid, Boston Scientific had this month upped its bid to $27 billion ($80 per share), and when the midnight (January 24) deadline passed without J&J responding with another offer, it now appears likely that the winner in this bidding war will be Boston Scientific. Guidant has accepted Boston Scientific’s offer and terminated the agreement to be acquired by J&J. For its part, J&J issued a statement saying, “it had determed not to increase its last offer for Guidant Corp., because to do so would not have been in the best interest of its shareholders.”Confidence is high in the likelihood of BSX making a success of this, given the related deal with Abbott (to acquire Guidant’s vascular business), the fit with Boston Scientific and, at least in general, the relative value of the acquisition price tag and the Guidant revenue streams and balance sheets. But one has to give pause to this and consider several points:

  • J&J is as experienced in acquisitions as any monolith out there and it viewed the $27B price tag as too high. Do they know something that BSX doesn’t?
  • BSX and J&J have been bitter rivals in the DES market and one can’t help but wonder if the rivalry hasn’t clouded BSX’s judgment, making this little more than a pyrrhic victory for BSX. A loss for J&J does not equate with a win for BSX.
  • The combined BSX/GDT business now has $12 billion in debt, a hefty burden that can only be lightened by market performance (oh yes, see “Guidant Defibrillator Recalls”).

It’s very hard not to think back to the Time/Warner acquistion of AOL, and in that case Time/Warner did not have a competitor who balked at the value of the deal, and we all know how well the AOL acquisition worked for T/W.

Guidant ping pong

In the latest turn in the burgeoning bidding war over Guidant between J&J and Boston Scientific, Guidant on Wednesday accepted J&J’s $23.2 billion acquisition offer, but Boston Scientific has indicated it is not yet walking away from the deal. Moreover, Guidant has expressed to Boston Scientific that it is willing to consider additional talks and a better offer, and it is entirely likely that Boston Scientific will, given the $14 billion in funding available to them from banks who have agreed to help finance the deal.Both sides appear prepared to really go to the mat on the deal, which further supports the likely significance of “winner’s curse”, in which the ultimate acquirer ends up paying more for the deal than they should. Already, J&J has offered to pay $1.9 billion more than it offered in November, when it had then dropped the price to $21.9 billion as a result of the recalls that, in J&J’s views, had effectively reduced the value of Guidant. Of course, the $1.9 billion premium does not reflect any added Guidant value, but instead represents the price J&J is attempting to pay to take Boston Scientific out of the game.

One has to wonder, in this high stakes poker game, if one or both players recognizes that the goal is not to acquire Guidant but to make the other pay more than necessary while improving the likely terms to acquire the alternative ICD player, St. Jude.

Growth in Bone Graft Substitutes

The bone graft substitutes market, comprised of synthetic bone graft substitutes, demineralised bone matrices (DBMs), and bone morphogenic proteins (BMPs) is the subject of a report we have added from a well regarded U.K. based analyst, Dr. Nelesh Patel. The report details products, applications, companies and the associated markets in the U.S. and in major Western European countries. The report is described here.

Nanomedicine material science to structural engineering

In our December ’05 issue of MedMarkets, we addressed applications, products and companies developing nanotech and MEMs (microelectromechanical machines) in medicine. There we address applications and companies focused on nanomedicine developments in biosensors, pacemakers, implantable pumps, personalized medicine, drug delivery, cancer therapeutics and diagnostic systems.From a macro view, it is worthwhile to step back and look at the migration of nanotechnologies from the more purely materials science, in which nanoparticles or nanosurfaces are developed to provide properties intrinsic to such small scale, toward structurally engineered products at the nanoscale, including nano products that provide the more complex sensor-type performance or even beyond, with specialized structural and functional components.By comparison to a prior analysis that we provided on nanotech and MEMs, this developmental trend has become more pronounced, illustrating the growing sophistication of the science. In our current analysis, a limited, but fairly representative sample of companies suggests the following current distribution

of the essential functional characteristics provided by the nanotechnologies being developed, as measured by the simple frequency of companies:

  • particle/surface: 64%
  • analysis: 8%
  • functional structure: 28%

By “particle/surface”, we mean products that are nanoparticle, nanoparticle coating or other products based simply on nanoscale materials.

By “analysis”, we mean products designed to reveal structure or function at the nanoscale level, rather than products that are themselves nanoscale or that provide analytical (e.g., sensor-based) functions at the nanoscale.


By “functional structure”, we mean those products that are themselves nanoscale in simple or complex structure (i.e., beyond surface coating) providing functional performance beyond nanoparticles as materials.


In this, we have seen, even in the past two years, an impressive increase in nanotechnologies in the functional structure category, the most advanced of nanotechnology development. Indeed, the predominant types of nanotech products, both in nanomedicine applications and in the broader applications, fall in the area of particle and/or surface-based nanotechnologies, in which there is little or no performance of nanotech beyond that provided materials science. In nanomedicine, this particle/surface category, even cursorily surveyed, stands at 64% of the nanotech companies.
This is not to say that nanotech development necessarily has as its endpoint (in ultimate market potential) the development of complex nanostructures. Tremendous market potential may well reside in nanotech as surface coatings (let’s remember what coatings did to the stent market), whether for devices or for pharmaceuticals. Impirically, there are more challenges in the development and testing of complex nanostructures than in the development of nanosurfaces. But there may also be nanoscale applications of complex nanostructures that we have envisioned neither technologically nor from a market potential.If there is a take home message (sorry to have taken so long to get here), it is that the survival-conscious device manufacturer has recognized that nanotech is an area that it cannot afford to ignore. Over the next 1-2 years, witness the number of developmental, investment or other deals involving device companies and nanotech companies.

Stealth medical technologies

The need to keep innovation under wraps until it has been allowed to develop enough to maximize the value is driving more and more companies to eschew any kind of promotion until they are actively seeking investment to formally bring the technologies out into the open as part of market introduction.At least by our anecdotal evidence — in the number of companies who we identify (by corporate filing or otherwise) but who have successfully avoided disclosing the nature of their technology anywhere.

There is a change in the dynamics at work here. It is doubtful that it is a diminution of hubris among entrepreneurs that is undercutting self-promotion, since pride is the trait that sets them out on their own in the first place. It is instead the result of at least two forces: (1) tacit recognition that with funding comes insidious influence to be studiously avoided until absolutely unavoidable and (2) tacit recognition that the hunger is great enough for new technologies that the innovator can take greater risk in funding from the 3F’s before seeking formal investment at market introduction.Of course, we have ways of piercing the stealth veil, and we’re getting better at doing so.

St. Jude must be next

St. Jude Medical is number 3 in the rhythm management market, behind Guidant (#2) and Medtronic (#1), so when either J&J or Boston Scientific lose out in the grab for Guidant as their new rhythm management acquisition, where are they going to look next? It’s not likely to be Medtronic, with a $70 billion market valuation.

What is St. Jude’s stock price likely to do?

The door is still open for BSCI on Guidant

Following the surprising (but not shocking) offer yesterday by Boston Scientific to buy Guidant for $25B, upping the deal by $3.4B over J&J’s renegotiated deal, Guidant is agreeing to cooperate with Boston Scientific’s review of Guidant as a precursor to finalizing the $25B offer. This could be viewed as Guidant simply going through the motions, but since J&J has indicated that it still sees $21.5B as “full and fair value” for the deal (see NYT today) and J&J Chairman William J. Weldon’s statement as such did not mention Guidant shareholders, it’s a fair bet that in short order there will be a sweetener added to the deal, lest Guidant shareholders demand more.Even though the burden on Boston Scientific would be extreme, quadrupling its debt burden, the opportunity to jump into the $10 billion pacing/defib market would give it a boost it needs. Although Taxus has doubled the company’s earnings in each the last four quarters, the company’s stock price has slipped by 42% as investors have been itching for the company to come up with the next big thing after Taxus.Even without Guidant in the picture, I have every reason to believe Boston Scientific and J&J are both developing and looking for just such a thing.

Boston Scientific Rebuffed? on Guidant

Boston Scientific’s offer of a $3.4B premium to buy Guidant over J&J’s offer was initially rebuffed today by Guidant, who signalled that it was opting to stick with the newly reworked $21B+ deal with J&J. Boston Scientific clearly recognized the market value of picking up Guidant (at J&J’s expense), even with the stent divestitures that would have been mandated. Guidant shareholders will vote on the deal in 1Q 2006.(It appears likely, however, that Guidant may well consider the Boston Scientific offer. An additional $3.4 billion should more than cover the legal costs of getting out of the J&J deal (!).)

Boston Scientific and J&J remain in a pitched battle over share in the drug eluting stents sector, which will be joined in the next 1-2 years by not only Guidant, but Medtronic, Abbott and a healthy list of others.

TCT data

We report in the November issue of MedMarkets on trials, products and competitor activity at this year’s TCT meeting. A great deal of the drug-eluting stent data from the trials demonstrates no appreciable difference between J&J’s Cypher and Boston Scientific’s TAXUS stents. There are differences in efficacy, some very supportable in the trial data, but there are also differneces essentially in marketing. Boston Scientific has taken the aggressive share-protection step of coming up with its “Taxus Stent Assurance Program” (from our November issue):


In an unusual move—and after a recent decline in market share due to a perception that Cypher has a safer profile—Boston Scientific offered a guarantee in the form of its “TAXUS Stent Assurance Program.” If any patient receiving a TAXUS Express2 stent requires reintervention due to in-stent restenosis during calendar year 2006, the company will provide a replacement stent at no charge.

We also cover embolic protection, a big market that has been developing for some time, and may soon be growing at a much faster clip.

Medical product industry investment making a turn

Healthcare product (medical device and biotech) investment, like all investment in the past four years, has been pinched, but not so much as one might believe. The total investment has been relatively stable, and in fact has increased recently in the both the aggregate and for medical devices specifically. What is more the case with investment in the post-9/11 and post dotcom era is the conservative shift in that investment, notably a shift in investment from earlier or expansion stage of company development to later stage investments. We’ve talked about this before. (Perhaps the most telling aspect over the past four years has been that MedMarket Diligence experienced a big increase in information purchased from the investment community, apparently no longer satisfied solely with their own research.) The conservative shift is waning, however. We’ve read the tea leaves and see signs (numbers of deals, size of the deals, and numbers of startups forming) that opportunity-hungry investors are ready to take more chances.Expect the following to happen in 2006 – barring any unforeseen global event (let’s be safe, but let’s also live our lives!). Aggregate investment in healthcare products will take a healthy jump, with a measurably bigger share going to medical devices, and investment will shift back upstream in the development cycle. Many more deals, at bigger average investments (i.e., $10 million each).