GP20 CONSULTING DIVISION GENERIC PHARMA 2.0 CHINA AND THE ROLE OF M&A IN THE GENERIC PHARMACEUTICAL INDUSTURY China and the role of M&A in the Generic Pharmaceutical Industry March 2014 The Indian Evolution A summary of the three major Indian pharmaceutical companies and how they globalised. Page 2 China’s Options Future Trends What pathways can China take to have a significant impact on the international industry? How M&A will have an impact on the industry of tomorrow. Page 4 Page 6 Introduction In recent years, the generic industry has turned its attention to emerging markets and high-tech products; players at the very top are evolving into specialty pharma companies. Historically, acquisitions have been at the core of growth, is another wave coming? The generic pharma industry provides a powerful opportunity for consumers to get access to pharmaceutical products that have the same chemical effect as the original, but at a fraction of the price. As a result of the global financial crisis and the corporatisation of global government procurement agencies, price is playing an ever more meaningful role in pharmaceutical procurement policy. Movement into higher margin products, including biosimilars is the only believed future. This extends to emerging markets that don’t have the same fiscal resources as the established markets and yet have growing demand from the population. Governments are building local manufacturing to protect themselves from becoming the future hostages of expensive imported drugs. China recently became the 2nd largest healthcare consumer market in the world. Whilst it is already the API factory for the world, there is still a long way to go for its industry to catch up with that of India. What does this mean for the generic pharma industry? How can China play a more international role? What are the effects of the global harmonisation of regulatory systems? Is there scope for more markets to enter the production line? And how is M&A going to play a role in this globally competitive market? This report seeks to answer these questions and to provide a commentary on the future direction of the market, outlining some of the opportunities available for new and established actors in the pharmaceutical industry. Looking to the East This paper is a snapshot of the global pharmaceutical market, paying special attention to the history and step-changes that countries have made to become world leaders in the multibillion pharmaceutical industry. It also pays special attention to the importance that China will have to offer in the pharma industry. It is already speculated that China has the manufacturing capacity to supply the world, so what steps do they need to take to capture the global market? The Indian evolution India’s entry into the international pharmaceutical markets began modestly, with central government investment in the 1960s/70s when companies such as Ranbaxy, Lupin and Dr Reddy’s emerged. The initial focus of much of India's manufacturing was the development of APIs. It was during this time they developed a penchant for reverse engineering. Early on, Ranbaxy, Lupin, and Dr Reddy’s realised that if they wanted to be global players, they had to receive world-class quality approvals for their operations. In 1988, ‘89, and ‘87 respectively, USFDA approval was granted for their domestic manufacturing facilities. This established baseline credibility with the United States and around the world. The next step in their development was partnerships with overseas firms, in Ranbaxy’s case it was with Eli Lilly & Co, in Lupin’s it was a joint venture in Thailand, while Dr Reddy’s begins exporting directly. These were all confidence-building measures, which by design or coincidence, enhanced the credibility of these pharmaceutical producers. With additional sales from these partnerships, the funds were available to start acquiring offshore companies. Ranbaxy went to the US, then to Germany, then Vietnam. Lupin continued in Asia then to the US. Dr Reddy’s to the US where it became the first Asia Pacific pharmaceutical company (outside Japan) to list on the NYSE. Since 2000, these three companies have continued to expand and have all exceeded revenues of $1B USD. Lessons from India India’s success on the global pharmaceutical stage is well represented by the results from a poll conducted by the IPSOS Global Reputation Centre (above). The results of the poll demonstrate a positive level of confidence placed in the Indian domestic Market. This confidence exceeded that held by the Americans, the Germans and the Chinese. Successful Indian pharmaceutical companies created confidence and scale in their home market, built cross border relationships and then began to globally expand operations. What lessons are there for China in short-circuiting the Indian evolution and becoming global players? 2 History of M&A in India Dr Reddy’s Ranbaxy 1987 1997 1997 Acquires Benzex Laboratories. JV in Brazil. JV in Tashkent, Uzbekistan. 1999 Acquires American Remedies Limited. 2000 2002 2005 2006 2008 2008 2009 Merger with Cheminor Drugs Limed. Acquires BMS Laboratories ltd Acquires Roche’s API, Cuernavaca, Mexico. Acquires Betapharm (see below). Acquires a portion of Dowpharma. Acquires BASF Louisiana, USA. Announces a strategic partnership with GSK. Lupin 1989 2007 2007 2008 2008 2008 2009 2011 2011 2014 1992 2005 Set up JV with Eli Lilly & Co in India. Set up JV in China: Ranbaxy (Guangzhou China) Limited. Acquires Ohm Laboratories Inc. in the US. Acquires Bayer’s generics business in Germany. Acquires RPG (Aventis). Acquires generic product portfolio from Efarmes of Spain. JV with Nippon Chemiphar in Japan. 2006 Strategic alliance with Zenotech. 2006 Acquires Terapia, in Romania. Acquire the unbranded generic business of GSK in Italy and Spain. Acquire Be Tabs Pharmaceuticals, South Africa. Sign a new R&D agreement with GSK. Bring in Daiichi Sankyo Co., Ltd. as a majority partner. 1993 1995 2000 2004 2005 2006 JV in Thailand – Lupin Chemicals (Thailand) Ltd. Acquires Vadodara based Rubamin Laboratories Ltd. Acquires Kyowa Pharmaceutical Industry Company Ltd. Acquires Hormosan Pharma GmbH,from Germany. Acquires stake in Generic Health Pty Ltd., in Australia. Acquires Pharma Dynamics in South Africa. Acquires majority stake in Multicare Pharmaceuticals Philippines Inc. Lupin and Medicis Enter into Joint Development Agreement. Lupin Acquires I'rom Pharmaceuticals through its Japanese Subsidiary. Lupin Acquires Nanomi B.V. 2006 2007 2008 Glenmark 2000 2002 2004 2005 2005 2005 2007 Acquires three brands from Lyka Labs. Acquires facility from GlaxoSmithKline Pharmaceuticals Ltd. Acquires Laboratorios Klinger, Brazil. Announces collaborative agreement with Napo pharmaceuticals Inc. Acquires Servycal S.A. a marketing company in Argentina. Acquires Bouwer Bartlett pty, ltd South Africa. Acquires Medicamenta, Czech Republic. M&A Case study: Betapharm In 2006, Dr Reddy’s acquired German company Betapharm Arzneimittel GmbH for 480 million Euro. As Betapharm had a 3.5% share of the German market, and Germany collectively controlled 66% of the generic market in Europe, it was seen as a great opportunity to expand in a major global market. Things started to go wrong a few months after the acquisition. Although there was nothing intrinsically wrong with the company (though there was speculation Dr Reddy’s overpaid) the government changed it’s procurement policy. Instead of operating in its traditional model, the German Government introduced a tender based model in their procurement policy. This change in policy saw Betapharm having to compete on price, which derided the value from the acquisition. Political intelligence can be purchased from lobbyist or industry advocates. This is especially important in industries such as pharmaceuticals, where the government is the main customer. Spending a relatively modest sum to confirm the future of the market is absolutely vital. Had Dr Reddy’s caught on to the change in government policy, they may not have invested in Betapharm at all. 3 The increased GMP regulations is planned to force out low quality manufacturers, improve (at a macro level) the overall quality of Chinese Pharmaceutical manufacturing, and also to stimulate consolidation. However, China is still haunted by a reputation of low quality products, the result of decades of lax government regulations. It is holding back the countries international growth. This is a challenge India overcame very early. China has the capacity to produce much of the world’s pharmaceutical requirements. They currently have a geographically scattered production base, mostly simple and broadly duplicated products, as well as outdated technology and management structures. There is a vast scope for consolidation, advancement and diversification. We propose 3 areas of strategy Chinese companies should consider: Learn from the Indian market Move up the value chain Look to emerging markets Emulate aspects of the Indian model The Indian model provides a great framework for the Chinese manufacturers to emulate. India started off in a very similar situation; a low-cost manufacturing nation with a poor reputation for quality. The Indian industry took 5 distinct steps to become globally acceptable pharmaceutical manufacturers. 1. Gain global recognition & approval for manufacturing facilities. 2. Build strategic partnerships with established overseas firms. 3. Acquire downstream firms to gain a foothold in key markets. 4. Leverage success by investing in R&D and marketing to achieve full vertically integration. 5. Rapidly establish a presence in high growth markets. While these steps sound prescriptive, in a dynamic market place there is no perfect way to succeed. The rapidly changing political and economic landscape requires good timing. In the case of Dr Reddy’s acquisition of Betapharm, it’s clear market intelligence and insight is invaluable. Nation Branding China has thousands of pharmaceutical manufacturers, many still owned by the government. However, a number of the pharmaceutical companies are struggling to meet the government plans to introduce global Good Manufacturing Practices (GMP). Nation branding aims to measure, build and manage the reputation of countries. Some approaches applied, such as an increasing importance on the symbolic value of products, have led countries to emphasise their distinctive characteristics. The branding and image of a nation-state "and the successful transference of this image to its exports - is just as important as what they actually produce and sell". The options for Chinese pharma 4 “From 1986 – 2006, Chinese firms have independently developed only 40 new chemical medicines, most of which are not patented” Move up the value-chain China is the world leader in producing PhD students. However, the average that is spent on R&D is only 2% of revenue – far lower than the 14-18% of leading global pharmaceutical companies. Between 1986 – 2006 Chinese firms independently developed only 40 novel chemical drugs, most of which are not patented. China has the expertise and the financial resources, with the powerful backing of the government, to become a major player in R&D. The limited number of patents being granted and novel drugs launched should shock China into action. To short-circuit the Indian model, Chinese pharmaceutical companies should be looking to bring together internationally experienced R&D teams and combining them with the massive local PhD talent pool. The few companies that have invested in R&D have another challenge; commercializing these products outside China. A connection to the market is required to direct product pipelines and engage marketing partners. This is where Generic Pharma 2.0 provides an invaluable service. Indian companies quickly moved from licensing and partnerships to setting up their own direct-to-market operations. China lacks the confidence to undertake such projects currently, so M&A is expected to play a key role. Look to emerging markets Emerging markets are an opportunity for China to leverage their low cost production. The advantages of emerging markets for China is three fold: Less strict regulatory regime: lower hurdles for Chinese firms to overcome. Less onerous cGMP approvals for the relatively inexperienced quality and regulatory teams to negotiate. Basic requirements: the market demands are much more basic, so there will be a few years buffer on the demand for high tech generics. Already providing aid: China is already spending $200B on aid in developing markets, giving China an excellent governmental vehicle to enter these markets. Accessing emerging markets should be a key strategy for any high growth company. Generic Pharma 2.0 has consultants on the ground in many emerging markets to assist with market entry strategy. - D. Jiang and J. Zhang Summary Nation branding has been a big problem for China, who are perceived as low cost, low quality suppliers, which may have been true in the past, but there are quality manufacturers today tarnished by this brush. Indian companies spent much of the 1980’s getting EU and USFDA approval for their facilities; helping establish a reputation for globally accepted quality standards and opening up high value markets. China only has a handful of finished dose facilities with such approvals and is yet to convince global markets of its ability to consistently meet quality standards. China needs to look to the Indian model of confidence building steps and global acquisitions to expand their businesses. China has the capacity to supply the world’s demands for pharmaceutical products. However, at this stage, they do not have the coordination or international networks to take the next step. Predictions We believe China will miss out the contract manufacturing step than Indian firms took in their evolution and move directly to licensing of high-tech generics. The few firms with fully formed R&D and regulatory divisions will show others the path to growth in global markets. We expect some significant acquisitions of international marketing firms during the coming 12-24 months; stimulating a new confidence that will encourage Chinese firms to spend big overseas. 5 The future The dynamic nature of the global Pharmaceutical industry makes it hard for anyone to provide an accurate forecast of what’s to come. If a cure to cancer were discovered tomorrow or cost effective genome specific medicines introduced, multi-billion portfolios would become redundant and small molecule generics would have no value. However, there are some general trends that should be noted, especially with their impact on M&A: Biopharmaceuticals Global harmony As borders open up, trade routes expand and globalisation begins to take a more meaningful role in commerce, it’s fair to assume that rules constraining global trade will begin to harmonise. In the pharmaceutical context this may mean that an enhanced WHO approval for manufacturing become the recognised world standard. This would remove the power of politically motivated activities of the US FDA and EMA. Removing complexity and barriers to entry. With a global quality standard, country branding and specific market approvals will be less important. This would reduce the cost of market entry, expand the number of competitors in every market and drive down the price of pharmaceuticals. This will benefit payors and patients, but will have materials impact on profit margins for manufacturers across the globe. It might still be a number of years away, but the motivation and rationale for a global systems is increasing. Competition should breed innovation and global access to medicines; finding profits might be the biggest challenge. Industry analysts predict that by 2016 biopharmaceuticals will account for 23% of the global market, up from 17% in 2009. The cost of market entry is significantly greater than small molecules; so partnerships and collaborations have been established to offset risk. We believe that once clinical, manufacturing and regulatory confidence reaches a certain level; the acquisition of R&D companies will become the defacto strategy to build portfolio scale. Economics Following the global financial crisis there has been scrutiny on central government and payor expenditure around the world. This has led to significant price pressure and a shift of focus to economic benefits versus incremental improvements in efficacy. Economies of scale and supply chain simplicity will help reduce supply prices; providing incentive for both offshoring to large facilities and on-shoring for more complex drugs. R&D focus will continue to focus on the reinvention of older molecules with reduced approval costs and timetables. Consolidation is still likely at all levels. Emerging markets Emerging markets are less likely to drive demand of biosimilars in the short term; instead, high-tech small molecule generics are seen as key to growth. As many emerging markets desire to have local pharmaceutical production, acquisitions or JV’s will continue to be the model for market access. On the other hand, successful local players will seek inorganic growth in international markets to spread risk and build economies of scale to boost local profits. The Virtual Model: R&D + Patient Services In order to stay ahead of the game in a globally competitive market, the “virtual manufacturer” strategically outsources all of its production to a well-chosen partner in order to focus on what they do best R&D. In addition, doubling-down on efforts to provide a wraparound service to engage and keep patients. Becoming service innovators they can build supply chains that are flexible enough to focus on individual patient requirements from end-to-end. Consolidation of the contract manufacturing sector will be inline with this trend set to cover all sector of the pharmaceutical industry; including the most advanced generic players. New operations strategies for mass market products Successful mass-market producers fall into two key categories. Low cost, and profit centre. The low cost providers will offer the no frills service, after rationalization of their supply chain and overheads. The profit centre will undertake the same supply-chain analysis to provide flexible and localised production facilities near the client base. The creation of regional hubs for contract manufacturing services are expected. 6 ` The Middle East: A Future Giant? The Middle East is not known for doing things by half measure. Consider Dubai’s investment in tourism to help replace the future loss of oil revenues. Now widely recognised as the “Hong Kong of the Middle East” nobody is questioning the wisdom of this decision. Abu Dhabi is already hot on its heels and the whole region is investment in industrial diversity. “One of the main characteristics that differentiates Dubai from other commercial centres is its openness to innovation and its freedom its people and institutions to operate” - Abdul Aziz Al Ghurair If an Emirati were to decide to enter the international pharmaceutical market in the way it disrupted global air travel with Emirates, few would doubt the ambition to create a “perfect” pharmaceutical company. Given the ‘money no object’ attitude, one can imagine the intent to secure the best PhDs, the best facilities, and the best management. Few travelers would have considered hubbing via the Middle East 10 years ago, now its premium service and infrastructure make it a top choice. Whilst few Middle Eastern pharmaceutical companies currently have international success (e.g Hikma), one can safely speculate that this is a region ready to create the next global player. Leading pharmaceutical companies should be looking to secure strategic partnerships that position it favorably as the regional plan takes shape. Final Thoughts The generic pharma industry has seen incredible change in recent years. Consolidation in traditional markets, diversification into specialty products, retreat from emerging markets, the increased power of payors and distributors and the improved understanding of the biosimilars challenge. Whilst M&A has long played a key role at the top, we expect to see the trend extend to tier 2 and 3. These companies have been forced by market conditions to carve out niches; formulation technologies, manufacturing capabilities, sales channels and value-add portfolio’s. Their challenge is to fund expansion and achieve sufficient scale that will enable them to prosper as payor power and inevitable competition increases. We believe the market needs the integration of these niche players to provide competition to those above. As this report has suggested, we see heavy investment from Chinese players once confidence levels are sufficient for above-market prices to be paid. As happened with India 10 years ago, the impact of China could be dramatic in the US, Europe and beyond. 2014-15 will be seen as pivotal years for the generic pharma industry. Asa Cox Founder & CEO, Generic Pharma 2.0 Masters of Marketing & Business Development London, England – Toronto, Canada – Wellington, New Zealand genericpharma20.com