Earn-outs as Multipliers: Deal Mechanics and Returns in Life Sciences M&A

The most important new drugs, devices and other life sciences products are routinely being developed and commercialized under M&A agreements involving long-term earn-out and other milestone-driven contingent payment structures. The negotiation of these structures and post-closing management can have a powerful impact on investor returns in these types of transactions.

Please join SRS and Latham for a practical discussion of deal terms, investor returns, and earn-out milestones and achievement rates for life sciences M&A. Our goal is to help all involved make better, data-driven decisions.

The presentation will highlight data and analysis from SRS’ recently released 2012 SRS Life Sciences M&A Study, which will be provided at the seminar.

Specific topics include:

* Key features negotiated in earn-outs and other milestone-driven contingent payment structures

* Analysis of life sciences exits, including time-to-exit, contingent payouts and investor returns

* Understanding how often earn-outs and other milestone-driven contingent payments are achieved and why they are missed

* Post-closing best practices for relationship management with the acquirer and investigation of missed milestones

Panelists

Donald Morrissey, Executive Director at SRS

Don leads the life sciences practice for SRS. An accomplished business executive and attorney, Don brings 20 years of experience in the life sciences sector. Previously, Don helped grow two venture-backed start-up companies through initial public offerings. He has been responsible for many strategic transactions involving licensing, partnering and M&A, as well as financings with leading venture capital and private equity firms. He was formerly SVP, Corporate Development and General Counsel for Replidyne, an antibiotic drug development company, and VP, Legal Affairs and Business Development for Caliper Life Sciences, a microfluidics company.

Luke Bergstrom, Partner at Latham & Watkins LLP

Luke Bergstrom is a partner in the Merger & Acquisitions Practice Group of Latham & Watkins’ Silicon Valley office. Mr. Bergstrom has represented public and private buyers and targets in a broad range of industries, including life sciences, pharmaceutical, medical device, information technology, semiconductor and consumer products. Mr. Bergstrom is a member of the State Bar of California and the American Bar Association as well as a member of the ABA’s Mergers & Acquisitions Committee, and the Committee’s M&A Market Trends Subcommittee. He also serves on the editorial board forLaw360.

To register, contact Kristen Potter at kristen.potter@lw.com or 650-463-2672.