DECEMBER 12, 2017 Vol. 4, No. 17
Published by Innovation In Medtech, llc
CEO PERSPECTIVE Medtech’s Billion-Dollar Man: Q3 FINANCING WRAP-UP An Interview with Keith Grossman Ending the Year the Way It Started: David Cassak, 4 Strong M&A, Weak IPOs Stephen Levin, 18 SPINE At NASS, Technologies March On —and so does Value-based Medicine DES MARKET UPDATE Wendy Diller, 24 US DES Market Braces for New Entrants,
MEDTECH INVESTMENT TRENDS More Pricing Pressures Early-Stage Deals Attract Mary Thompson, 30 New Investors to Emerging Sectors, While CV Declines START-UPS TO WATCH Stephen Levin, 34 ICHOR VASCULAR: Bringing the Benefits of a See page 19 MARKET TRACK Minimally Invasive Procedure Medical Device & Diagnostic M&A Environment to Arterial Embolectomy USU.S. Device Device & Diagnostic and M&A – 2000Diagnostic-2017 YTD M&A: 2000 – 2017 YTD Mary Stuart, 38 Aggregate Deal Value Number of Deals (US$ in Billions)
$80 100 Transaction Value $73 WELLINKS: Number of Deals 90 $70 $67 $66 $65 $63 80 Applying Connected Health $60 $56 70 to Improve the Efficacy of $49 $50 $50 60 Scoliosis Braces $40 50 $34 Wendy Diller, 40 $29 $30 40 $30 $28 $26 $27 $25 $26 $22 $22 26 30 $20 $20 $19 $20 $16 $13 20 $12 $12 23 $10 $8 $6 10
$0 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD '16 YTD '17 # of (1) (2) (3) (4) (5) (6) (6) (7) 43 51 45 48 62 77 83 91 57 42 59 48 46 41 45 58 44 37 37 Deals Source: SEC filings, company press releases, SDC, Wall Street Publications and FactSet as of September 30, 2017. Note: Only includes U.S. domiciled target deals with announced values greater than $20 million and only includes guaranteed payments (i.e., does not include performance-based earn-outs); includes selected highly relevant deals with targets based outside U.S. (1) Includes approximately $12.4 billion Thermo Electron/Fisher Scientific merger and $11.4 billion Biomet/Buyout consortium (Goldman Sachs/KKR/TPG) acquisition. Break in bar delineates transaction value excluding the Thermo Electron/Fisher Scientific merger and Biomet/Buyout consortium acquisition. (2) Includes December 16, 2010 Novartis/Alcon acquisition of approximately $40.7 billion. Break in bar delineates transaction value excluding the Novartis/Alcon acquisition. (3) Includes April 26, 2011 Johnson & Johnson/Synthes acquisition of approximately $21.5 billion. Break in bar delineates transaction value excluding the J&J/Synthes acquisition. (4) Includes April 15, 2013 Thermo Fisher/Life Technologies acquisition of approximately $15.4 billion. Break in bar delineates transaction value excluding the Thermo Fisher/Life Technologies acquisition. (5) Includes Becton, Dickinson/CareFusion acquisition of approximately $12.1 billion, Merck KGaA/Sigma-Aldrich acquisition of approximately $17.0 billion, and Zimmer/Biomet acquisition of approximately $13.3 billion. Break in bar delineates transaction value excluding those three deals. (6) Includes Abbott/St. Jude Medical acquisition of approximately $30.2 billion and Abbott/Alere acquisition of approximately $9.1 billion. Break in bar delineates transaction value excluding the Abbott/St. Jude Medical and Abbott/Alere acquisitions. (7) Includes Becton, Dickinson/C.R. Bard acquisition of approximately $25.7 billion. Break in bar delineates transaction value excluding the Becton, Dickinson/C.R. Bard acquisition. WWW.MEDTECHSTRATEGIST.COM 4
INSIDE THIS ISSUE 3
CEO perspective two, new competitors in the coming months and the impact is expected to drive further Medtech’s Billion-Dollar pricing pressures in a space that has been DECEMBER 12, 2017 | Vol. 4, No. 17 Man: An Interview with bending to commoditization for some time Keith Grossman now. Editors-in-Chief Over the past decade, Keith Grossman has Mary Thompson, 30 DAVID CASSAK had not one, but two billion-dollar exits, first STEPHEN LEVIN with Conceptus and, most recently, with Tho- Executive Editor ratec, the LVAD company Grossman ran for Medtech Investment Trends MARY THOMPSON a decade, executing a successful turnaround of a struggling company, before leaving only Early-Stage Deals Attract New Senior Writers/Market Analysts to return and lead it to its 2015 acquisition Investors to Emerging Sectors, WENDY DILLER by St. Jude Medical. Technology and market While CV Declines MARY STUART development were critical to both Concep- According to a wrap-up of the year’s invest- tus’ and Thoratec’s ultimate successes, but Director of Operations ment trends, presented by Jonathan Norris, Grossman’s real accomplishments lay in a Managing Director of Silicon Valley Bank, SANDY CORBETT genius for execution. at this year’s Phoenix Medical Device and Sales & Customer Service David Cassak, 4 Diagnostic CEO Summit, medtech fun- KRISTY KENNEDY draising continued at a strong pace in BRIDGET KELLY-STOLL 2017, although early-stage cardiovascular Q3 Financing Wrap-up deals have declined. Norris details where, Marketing & Web Director Ending the Year the Way instead, investors are putting their money. TRACY NEILSSIEN It Started: Strong M&A, Stephen Levin, 34 Publication Designer Weak IPOs PAUL STREETO [Summary for TOC]In what has become a recurring theme in our quarterly financing Start-Ups To Watch wrap-ups for the past two years, the US medtech IPO market for Q3 of 2017 was ICHOR Vascular: The MedTech Strategist is published non-existent, despite positive signs from Bringing the Benefits of a by Innovation In Medtech. what historically have been leading indica- tors of a public market revival, most notably Minimally Invasive Procedure For information call (480) 985-9512 or strong follow-on offerings and convertible to Arterial Embolectomy (888) 202-5939 toll-free in the US. securities. And the prospects for medtech Acute limb ischemia, the sudden occlusion of Subscription price is $1995 (online only) IPOs will remain sparse through the end of a peripheral artery by clot or other embolic per year for an individual subscription, the year. The silver lining, however, contin- material, is a life- and limb-threatening con- with department, division and ues to be a strong M&A climate dition that affects a significant number of company-wide site licenses priced people. Less than stellar outcomes after sur- based on the number of users. Stephen Levin, 18 gical arterial embolectomy haven’t improved High-quality print copy also available, in 30 years, despite the implementation of for an additional fee. multidisciplinary team approaches to man- Spine 2490 Black Rock Turnpike, #326 aging the condition. ICHOR Vascular hopes Fairfield, CT 06825-2400 At NASS, Technologies March to change that with an easy-to-use, one- size-fits-all percutaneous device. 480-985-9512 On—and so does Value-based 888-202-5939 Medicine Mary Stuart, 38 At the 2017 meeting of the North Ameri- www.InnovationInMedtech.com can Spine Society, innovations in robotics, [email protected] expandable interbody cages, and surgical Wellinks: Applying Connected navigation attracted a lot of attention—and Health to Improve the Efficacy more competition—even as discussion over Copyright ©2017 of Scoliosis Braces the future of value-based care heats up. by Innovation In Medtech, LLC. While bracing has been demonstrated to be All rights reserved. Wendy Diller, 24 as effective as surgery in correcting spinal No part of this publication may be deformity in moderate adolescent idiopathic reproduced in any form or incorporated scoliosis, the bracing therapies suffer from into any information retrieval system DES Market Update compliances issues that keep them from without the written permission of achieving optimal outcomes. Early-stage the copyright owner. US DES Market Braces Wellinks has developed a wearable monitor for New Entrants, to help patients comply with their therapy. MedTech More Pricing Pressures Wendy Diller, 40 Strategist The US coronary drug-eluting stent (DES) .com market will see the entry of one, and possibly
DECEMBER 12, 2017 4 CEO PERSPECTIVES
Medtech’s Billion-Dollar Man: An Interview with Keith Grossman Over the past decade, Keith Grossman has had not one, but two billion-dollar exits, first with Conceptus and, most recently, with Thoratec, the LVAD company Grossman ran for a decade, executing a successful turnaround of a struggling company, before leaving only to return and lead it to its 2015 acquisition by St. Jude Medical. Technology and market development were critical to both Conceptus’ and Thoratec’s ultimate successes, but Grossman’s real by accomplishments lay in a genius for execution. DAVID CASSAK
In the medical device industry, we success, but all but establish the left internal challenges and fierce compe- celebrate innovation in medical devices ventricular assist device (LVAD) market tition from a competitor, HeartWare. and the men and women who come as the huge market it has become— Worse, after the six years since Gross- up with ideas for great technology. But and see the company’s sales soar from man’s departure, Thoratec’s stock price true success in this industry isn’t just $100 million to $1.3 billion. was at the same point it was when he about inspiration, it’s also about execu- left. Asked by the company’s Board to With Thoratec well positioned, tion. And few people in this industry return as CEO, Grossman turned the Grossman in 2006 decided he wanted have shown as great a genius for execu- company around. Within a year, Tho- to do something else, and he resigned tion as Keith Grossman. ratec’s stock price doubled and, in the from the company. After a brief spell as part of the story everyone knows, he Grossman started his career at Amer- a venture capitalist, he was recruited achieved his second billion-dollar exit ican Hospital Supply as a sales rep in to head a small company making con- its McGaw IV solutions business. After traceptive devices, Conceptus. Like of this decade when St. Jude (now part stints at a handful of other companies, Thoratec, by the time Grossman got of Abbott) acquired the company for he was recruited to join Thoratec as to Conceptus, the company had been $3.4 billion in late 2015. its CEO. So many of us associate Tho- around for a while—10 years—and had Two struggling companies, three ratec with Grossman, but the company struggled with a failed strategy and a turnarounds—two of them amazingly had already been around for 20 years stock price at all-time lows. and had been a public company for quick—and two billion-dollar-plus ex- 14 of those years when he got there. And, as he had done at Thoratec, its. That, in a nutshell, is Grossman And at the time, Thoratec was, to be Grossman quickly turned the company Grossman’s story and it’s why he was blunt, in terrible shape—lacking clear and had sales booming—so much so honored with the Phoenix Medical De- direction, suffering through a long- that within five years, in 2011, he engi- vice Conference Life Time Achievement delayed clinical trial, and with no clear neered his first billion-dollar exit, when award. In the following Q&A, conduct- market for its lead technology. Over Conceptus was acquired by Bayer for ed this past October at the Phoenix the next ten years, under Grossman’s $1.1 billion, more than three times the Conference, Grossman talks at length guidance, Thoratec would complete company’s market cap when he joined. about his achievements and the oppor- a ground-breaking clinical trial—one Meanwhile, during his absence, Tho- tunities and challenges he faced along which would not only drive Thoratec’s ratec was again struggling, beset by the way.
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and out of the abdominal wall. And it was made of a clear polyurethane so you could actually watch this prosthetic Medtech’s Billion-Dollar Man: ventricle pumping blood and supporting the left side of your circulatory system. That’s where Thoratec was when I joined.
MTS: Was there much of a ventricular assist device market An Interview with Keith Grossman KEITH GROSSMAN at the time?
The MedTech Strategist: I know that you had worked at Grossman: There was no market at the time. This was several companies, including American Hospital Supply and a first-of-its-kind approval for a short-term indication. The a generic drug distribution company, before taking over as objective was to get in, staff a management team, refinance CEO of Thoratec. Before we get into the Thoratec story, was the company, create a commercial structure, re-list the com- there anything in those early experiences that prepared you pany as a public entity while raising capital, and start to build for what you would find when you got to Thoratec? a market that we all thought could be interesting. As some- body I know would say, this was an opportunity with a lot Keith Grossman: Of course! But let me give you of hair on it. What helped was that, to some extent, I didn’t a little context around my decision to join Thoratec. I had know what I didn’t know about the cardiovascular device just done a four-year stint with a generic drug manufactur- space. I had been in other parts of the industry and [cardio- ing and distribution business located in the Midwest. It had vascular] always looked interesting and exciting to me—lots been private-equity backed, and just after we sold it to a of big challenges, but an opportunity to do something that Canadian generic drug company, I got a call from a board really mattered for patients and clinicians and, if it worked, member of Thoratec. Here was the pitch: Thoratec was could pay off big for investors. a 20-year-old company at the time, founded in 1976, and had never commercialized anything. The company had been MTS: You inherited a company that clearly wasn’t running a clinical trial for the first ventricular assist device performing well. How much of your challenge was cultural? in the US for the short-term bridge-to-transplant indication, What shape was the management team in, the folks who and the company believed it was about to get approval. I would have to execute on what you wanted to do? Did you said, ‘Well, that’s pretty exciting. How long have you been have to have a complete overhaul of the people at Thoratec at this?’ And they said, ‘The clinical trial so far has taken us or did you find folks willing and able to help you turn the 13 years.’ company around?
MTS: And it was supposed to have taken four years. Grossman: Thoratec was kind of unique. There aren’t many cases of companies that are both start-up and turn- Grossman: Right. And keep in mind that Thoratec around. This was a company that was 20 years old, had had already gone public, then been de-listed and had run been working on a clinical trial for 13 of those years, and through all of their cash—they had a million dollars in the was almost out of money. There were about 35 employees, bank and were burning through it. But they were just about housed in a little building in Berkley, California, in a danger- to get FDA approval and I said, ‘Why don’t we talk after you ous neighborhood. I mean, there was literally a chalk outline get your approval?’ in the parking lot of the building two weeks before I started. So I was sort of starting from scratch on one hand. But there Sure enough, they got their approval, and it was for a device was also a small but established company there that needed that was the first of its kind—a first-generation, pneumati- to be turned around, outside of a small talented R&D engi- cally driven VAD to support patients waiting for a heart neering team. transplant, not the permanent destination therapy indica- tion that [VADs] have today. There was an air compressor system about the size of a small refrigerator that sat next to MTS: You described a technology that was pretty primitive the patient. The pump was actually worn on the outside of and inconvenient for patients. Yet you had a brand new FDA the body connected by two very large cannulas that came in approval when you arrived. How much of the challenge was
DECEMBER 12, 2017 6 CEO PERSPECTIVES
technological—a need to refine the device—as opposed to things, was very happy with how things were going. We had commercialization or operational? gotten to about $40 million in revenues and were profitable, which was really extraordinary. The board was very satisfied Grossman: It was both. We didn’t have cash. We didn’t with where we were headed. We were public again and the have a manufacturing facility. We had no place to build our market cap was going up. I still have the memo that I wrote devices in order to launch them commercially. My first job to the board, saying ‘This is great, but we don’t have the was to raise capital. We had to build a manufacturing facility technology it takes to succeed long term. This success isn’t in the Bay Area for our first-generation device; at the same going to last.’ time, it became very clear very quickly that we needed a second-generation answer for these patients. The reason I reached that conclusion was that we didn’t really have a lead on the technology that was going to mat- The good news for the company was that it was serving a ter. The technology that was really going to matter was one real need, and there was a market. We all know the heart that could be approved for long-term use, a technology that failure numbers and the many, many tens of thousands could be implanted in the patient and allow the patient of patients who die every year compared to the couple of to go home. These weren’t the small group of transplant thousands of available heart transplants. So there were all candidate patients, but rather the many tens and even hun- of these patients dying and, as a result, a hunger for any dreds of thousands of patients who would need this device technology that could keep people alive as they were on the longer term. We didn’t have that. We had been working on waiting list [to get a heart transplant]. We also had a clinician it when I joined, but I concluded pretty early that it was a bit group that really wanted us to succeed and they were fairly of a pipe dream. concentrated. There are around a thousand open heart cen- ters, but only 10% of them are doing transplants. We were So I figured we had a couple of options: we were either able as a small company with a small commercial footprint going to have to diversify and re-shape the company, or to get to all of our users easily. And that, by the way, shapes we were going to have to be part of a larger organization the way operating expenses [OPEX] are structured in a VAD that could help us develop the technology more quickly. We company to this day. We’re able to spend a higher amount started exploring all of those options and it was just about of money on R&D and still have a normal looking OPEX that time that Guidant showed up. This was on the heels of structure because we don’t have to spend what a lot of their AAA graft acquisition, EVT, and their aspiration at the companies have to spend on sales and marketing. time was to create a vascular and cardiac surgery business within the company. MTS: And it should be pointed out that yours was literally a life-or-death technology; people are going to die if they MTS: Did you reach out to them or did they come calling don’t get your technology. on you? That’s right. If the pump stops for any rea- Grossman: Grossman: They actually came to us. At the time, they son, patients are horizontal in seconds. It’s a life-supporting thought that VADs would be a great anchor to the business system. And that’s a daunting and sobering challenge. they wanted to build, a device business that would be dura- ble and wouldn’t get assaulted by competitors quickly. VADs MTS: Once you joined the company, Thoratec’s track record were also something that they could build around with the over the next ten years in terms of revenue growth and cardiac surgeon and do some other things. It was all part of profitability would be extraordinary. Yet you told me once a game plan. that for as well as Thoratec was doing and as happy as the investors were, you didn’t really believe the company could Their approach to us started a diligence conversation that survive as a stand-alone company. That brings Guidant into lasted about six months, and they took their time because the picture. Why didn’t you think Thoratec could survive they could. There’s a great lesson there: unless you have a long-term as a stand-alone company and where did Guidant competitive process, be ready for a long, “thoughtful” dili- fit in the company’s story at that time? gence process. But eventually we had negotiated everything and were going to be signing the next day or the day after Grossman: I was maybe a year and a half into my that. Everything was done, even employment agreements. tenure, and the board, who had suffered through this Then Sulzer Medica put their Intermedics pacemaker busi- long development cycle and cash starvation, among other ness up for sale, and that was a have-to-own property for
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Guidant. Suddenly it was student-body-left, everyone focus which was a division of ThermoElectron at the time. You may on this instead. And so we got a call saying, ‘Hey, we’re not remember that ThermoElectron had this far-flung corporate going to do this deal. We have to do this other one and all structure with all of these public spinout companies, some of the same people are working on both. Maybe we’ll be back. which were majority owned, some minority owned. Thermo But best of luck.’ Cardiosystems was one of those, and they had a very large but implanted, electrically driven pump. MTS: If you were that close, did you have a break-up clause in the deal? “For us, it was a bet-the-company deal. Grossman: No, because nothing had been signed. We were about to sign the definitive agreement, and if they had Once we put the companies together, stepped away after the DA, we would have. But we hadn’t it was sort of do-or-die to get it executed actually signed the deal yet. the right way.”
MTS: What was the reaction within Thoratec? Was the board upset? And what happened to Thoratec’s stock when MTS: Large? And it was still implanted? the deal was pulled? Yes, but it worked well, and they had just Grossman: We had been pretty quiet. The deal wasn’t Grossman: started a clinical trial for permanent implantation, which going to be made public until the announcement, so there was called the REMATCH trial. We had been beating them was no backlash in the stock price. The board was of two commercially in the bridge-to-transplant market, in part minds: Some of the board members were disappointed because we had a device that was better suited to those because they saw the Guidant deal as the liquidity event short-term patients and in part because frankly we were just they had long sought. But other members of the board were doing a better job in the field. But we didn’t have a longer- excited about Thoratec’s opportunity long-term and the term implanted approach. strategic challenge in front of us, and they wanted to keep going [as an independent company]. Internally, the team They also had a small blood coagulation diagnostics busi- was getting a little tired with the discussions with Guidant ness that spun off a lot of cash and could pay for our R&D and so the fact that they went away was something we had efforts for a few years. So we went to them and said, ‘Why to get over but was okay. And thank goodness that’s the way don’t we think about putting these companies together? it played out. We’ve got the short-term implant and you’ve got the long- term implant.’ Importantly, they had also bought this little MTS: Was it discouraging for you personally? rotary pump company in Sacramento called Nimbus; we had tried to buy them previously but just didn’t have the Grossman: Briefly. balance sheet. This technology eventually became the HeartMate II and for a long time the standard-of-care for industry. MTS: So suddenly you found yourself having to run the company again. Was it hard to focus again on what The two companies just fit together beautifully. It took a you needed to do going forward? What was Plan B for while to get the deal done because we had to persuade the Thoratec? ThermoElectron board to do what was a pretty creative deal. But we wound up getting it done and for us, it was a bet-the- Grossman: It wasn’t that much of a disruption. Deals fall company deal. Once we put the companies together, it was apart all the time, as you know. Though usually when you’re sort of do-or-die to get it executed the right way. a day away from signing a definitive agreement, you feel you’re pretty safe. But it was more of a disappointment than a disruption. And it was short-lived because we didn’t have MTS: You did the deal in the form of a reverse merger, the luxury of sitting around bemoaning what happened. We right? still needed to run the company. What we did was to get back to work on finding an alternative [to the Guidant deal]. Grossman: Yes, they actually bought us on paper. They At the time, our only competitor was Thermo Cardiosystems, owned 57% of the deal and we owned 43%. Yet we were
DECEMBER 12, 2017 8 CEO PERSPECTIVES
able to persuade them to let us retain full management did a large convertible note not long after that deal. But we control and they only took one seat on the board. didn’t need to do it to fund operations.
MTS: How expensive and difficult was it for Thoratec? And MTS: HeartMate would soon become the centerpiece of why do it as a reverse merger? Thoratec. When did you do the Thermo Cardio deal?
Grossman: Oh, we had to be creative because we Grossman: It was completed in February of 2001. didn’t have a lot of cash. It was a stock merger of equals, and we had lots of accounting challenges that other mergers MTS: And soon after you would make an attempt to at the time didn’t have because it wasn’t poolable—there acquire HeartWare, which would eventually become were all sorts of penalties we paid for years from an Thoratec’s major competitor in VADs. accounting standpoint by doing this as a reverse merger that we wouldn’t have to pay today. We had to go through Grossman: That happened well after I stepped down a second request with the FTC on our Hart-Scott Rodino from my first term as CEO of Thoratec, though I was still on the Board at that time. “We owned about 90% of this nascent VAD MTS: You had spent so much time and energy and had put market after the deal... it’s a merger we could Thoratec on a path to success. Why leave? probably never get done today because of the market share concentration issues.” Grossman: I was coming up on my ten-year anniver- sary, and while the medical device industry is generally hard, there was something about creating the VAD market that was a tough, long pull for lots of reasons: trying to con- application because we owned about 90% of this nascent vince payors to pay $200,000 for a surgical intervention in VAD market after the deal. By the way, it’s a merger we a patient who maybe had days to live, getting FDA approval could probably never get done today because of the mar- and then getting users to adopt, and then figuring out the ket share concentration issues. infrastructure to support those patients. I had gotten to the point where I had been doing this for ten years and was MTS: After the deal you had 90% of the market. But only 45 and I just felt that I didn’t want to do this for the what was the market? Can you give us a sense of where rest of my career. the VAD market was at the time? Was this the beginning of the transition from bridge-to-transplant to destination At the same time, I didn’t want to just leave abruptly after therapy? Was that the ultimate rationale for the deal? creating the business, so I went to my board and said, ‘Look, at the ten-year point, let’s start thinking about a transition. Grossman: Well, yes. From an end-market and a I’ll stay on the board and do whatever I have to do to help. technology standpoint, that was the major rationale for the I’ll help find my replacement.’ That was at about nine years deal. We believed in the value of the long-term, destination into my tenure and sure enough, at ten years, we made the therapy market, and we also really believed that we would transition, and I stayed on the board for what I thought was need a portfolio of different products for different patient going to be a year or so, but ended up being the full nine categories. And we needed something that would spin off years until I came back into the CEO role for a second time. cash because [VADs] are expensive things to develop, with a lot of high- and late-stage risk. That’s why the little diag- MTS: Before we get to that, before you left you oversaw nostics business that nobody talked about at the time of the REMATCH trial, which you mentioned just before. I the deal was critical for about a five-year period. know that clinical trial was very significant, not just for Thoratec but for the entire VAD industry. What was the MTS: Did that generate enough cash by itself, or did you REMATCH trial and what was its significance? also have to raise capital? Grossman: We announced the REMATCH results later Grossman: We raised some capital, but from an oper- that year, right after the merger, maybe November of that ating standpoint it actually did generate enough cash. We year.
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MTS: Did you know what REMATCH was going to show tion therapy. Today, we’re treating a different category of as you were completing the Thermo Cardio deal? Did you patients, with pumps that last ten to 15 years. We’re treat- close the deal knowing that when the data came out it ing patients who are less ill and will live for a long time. But would be great? when we started, to get a patient into that trial, they had to be within 24 hours of death as deemed by the surgeon. Grossman: It was a little bit of a black box, but we You can imagine the condition of these patients. Now we had a pretty good idea. treat a whole different category of patients, but it took decades for the industry to get there. MTS: So for those who don’t know, describe the REMATCH trial and tell us its significance. MTS: As you point out, I recall that REMATCH was considered something of a watershed for the VAD Grossman: If you trace VADs all the way back, long industry. Suddenly there was compelling evidence of their before my time, they really came out of the artificial heart clinical value, but I also recall that payors were worried research that was done early on. Most of those involved because, as you say, they were expensive devices and decided that developing an artificial heart was too hard they didn’t extend life all that much. After the release of and that we should try something easier, like a VAD. Instead the REMATCH data, what happened to the industry and, of taking the heart out and trying to replicate its function, more importantly, what happened to Thoratec and its let’s just assist it in parallel. share price? That’s how VADs got started, but as an industry, when we The stock did well after the release of took this idea to the FDA, they said that it sounded too Grossman: the results and we subsequently got FDA approval and risky. The agency wanted us to find a category of patients the stock continued to do well. But we did have a long for whom there was very little risk. Those turned out to be road ahead of us with the payors. The payors, I think, patients who were on the transplant list and were dying. looked at bridge-to-transplant and said, ‘So what? Prob- And so as an industry, we figured, ‘Let’s see if we can at ably not a huge indication.’ But they looked at destination least survive them to transplant.’ That was never our real therapy and thought it could be more of a break-the- aim, but it became the regulatory construct. bank indication if the industry could get the technology People naively, I think, agreed to that, thinking that it was a and the outcomes right. We had what amounted to a quick way to get regulatory approval and create a market. three- or four-year lift with CMS, eventually getting into Even today, it’s just beginning to change, but the feeling the highest paying DRG in the system, but it took a long was, we couldn’t get to this big market without passing time and lots of trips to Washington and a lot of invest- through the gates of bridge-to-transplant. But the real goal ment on our part. But for the first couple of years, [the all along was to get to a permanent implant use case or pushback from payors] really limited the market—that patients who don’t have a back-up plan. That’s what the and the stage of the technology at the time limited the REMATCH trial set out to prove. It was an NIH-sponsored number of patients we could treat. trial, and I don’t remember the exact number but there were around 120 to 150 patients or so. The control group MTS: By the time you decided to leave Thoratec, the was medically managed as they normally would have company was doing extremely well and was on a solid been, and the test arm got an implanted device. And the path forward. What was the board’s reaction to your trial primarily measured one thing: survival and how long decision to leave? You had told them early that you didn’t patients would live with an implant. That’s why it was such intend to stay forever. Was there confidence that having a sensational trial. put things in place, Thoratec could continue to thrive even if you weren’t there? MTS: And the results were great for patients in the test arm. Grossman: That was a real learning experience for me. I went to the board at the eight-and-a-half or nine- Grossman: Actually, the results were horrible for both year point with a very thoughtful plan that said, ‘By the arms, just because that’s who those patients are. It’s just ten-year point, this is where I think the company will be that the results were much less horrible for the VAD arm, in terms of financial performance, valuation, and mile- and that was the beginning of the VAD market for destina- stones.’ And, by the way, that’s exactly where we were at
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the ten-year point. But I said, ‘If we’re not there, I won’t space. It takes a while to prove these technologies work step down.’ It was like someone dropped a bomb in the and develop the next generation. As I looked at Thoratec, board room. It took the board a couple of meeting cycles I thought that to really deliver the company to the next and probably six months to really get their arms around value inflection point, which would be around the next- the fact that I wasn’t going to be there forever and there generation pump, would take another six or seven years. I was a change coming, not for some horrible secret rea- wanted to stay involved, but I concluded that I just didn’t son, not because the company was going in the wrong want to run the same company for 20 years. direction, but just because it was time and the company needed to focus on finding a successor who would con- MTS: Eventually you hooked up with Texas Pacific Group tinue the progress the company had made. [TPG] to become part of a venture initiative they were launching at that time. How soon after you left Thoratec MTS: Who wound up succeeding you? Had you prepared did you join them and how did that connection come an internal candidate? Or was it an external person? about?
Grossman: We had a couple of internal candidates, but Grossman: Aside from some board work, I tried to then we decided as a board the timing wasn’t quite right. take some time off. My daughter had just gone to college, So we ended up bringing in a candidate from the outside. my son was still at home. I wanted to capture at least some of that time where some of the family was still around. MTS: So you’d given the board a sense of where you But I had been approached by a handful of private equity thought Thoratec would be in terms of some key metrics at firms to look at some things to do together. TPG had your ten-year anniversary, and you met them. Where was originally approached me to look at a specific deal. They the company in terms of valuation growth by the time you ended up not wanting to do that deal, but asked if I would stepped down? help them look at other deals, which I did. Then one day, they came to me and said, ‘We’ve got a healthcare ven- Grossman: The starting valuation is a little tough to peg ture capital fund. We’ve never done medtech, but we’ve because we had been de-listed when I got there. But it was just hired one partner and need somebody to co-lead the under $75 million, which is a bad place to be as a public effort. Would you come in and start a medtech venture company, even then. The valuation when I left was around investing practice?’ $1.3 billion. From a revenue perspective, we had a CE mark The timing, by the way, turned out to be horrible. This was when I got there and were doing a couple of million dollars. the fall of ’07 and we all know what happened in the finan- When I left, we were on a pace for $200-250 million in sales. cial markets just after that time. But the experience was So we were trading at about six-times sales, we were profit- invaluable. I spent about four years doing that. We finished able, and we had a healthy balance sheet as well. off a pretty large fund, around $500 million, and raised a third $500 million fund and put a fair amount of it to work MTS: Did you have any sense as you stepped down what in six or seven medical device deals. All of a sudden instead you wanted to do next? Or was simply a matter that you of being narrow but very deep, as I was as a CEO, I was knew you wanted to do something other than Thoratec? looking at hundreds of ideas a year, learning a lot about other segments of the industry that I never had time to Grossman: I think like most people who do these study before. jobs, you’re either idling or you’re going 150 miles per hour, and there aren’t a lot of gears in between. That’s where I had gotten to at that point. I found that I’d never done any MTS: Any notable successes that came out of that one job that long in my career; everything had always pro- portfolio that you were instrumental in investing in? gressed pretty quickly for me. I found myself starting to lift my head up, as they say, and it sort of worried me. I wasn’t Grossman: Well, part of the problem we had was sure I could continue to perform at the level I had been if I vintage. Valuations were very high, and then when it came were anything less than 100% in. time for the next series, there wasn’t any follow-on money because it was the ’08-’09 time period. One has gone pub- The other thing was, as you may have gathered from lic, one wound up, and the other four are still private and in my remarks so far, things don’t move quickly in the VAD various stages of development.
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MTS: You came into venture capital during what was, the procedure, and the patient got higher efficacy rates almost without argument, the darkest days for venture with no scar and lower complications. So you’re thinking capital generally, but certainly for medical device investing. what could not work? Did that general climate color your experience? How frustrating was it to be investing in the middle of this MTS: Right, why wasn’t the company more successful? retrenchment? There were certainly lots of companies looking for money and you had capital. Grossman: Right, how could they be only 10% pen- etrated after 10 years? But it was even worse. When they Grossman: We could spend hours talking about operators who go into venture capital and investors who came to me, their sales had plateaued and started to go go into operations and how well that works. I found it negative. The company had never been profitable, despite really intellectually interesting but, from a process stand- those gross margin rates. The stock had gone down to point, very frustrating. As a CEO, you get, for good or bad, below their IPO price years earlier. And they were getting used to command and control. As a venture capitalist, some threatening activist letters from shareholders. This suddenly you find yourself in a partnership, and in our was the picture I was presented with, and I thought, it can’t case, we were a partnership within a larger private equity be this simple. There had to be something wrong with the fund. Not only do you have this distributed decision- product or the market. It can’t just be about execution. But making and control mechanism, but ours was under the after looking at it for two or three months, I decided that umbrella of the larger entity of a private equity firm. We it was just that simple: a flawed culture leading to flawed couldn’t even really run our own island the way a normal execution. It once had had a reasonable launch strategy, venture fund would. I found the whole governance struc- but when that no longer worked, they hadn’t changed. So I ture to be frustrating and inefficient, and I think a lot of said to myself, ‘There’s a little risk here, but this could actu- CEOs who go into investing probably have to get used to ally be a really interesting business.’ that model of doing business. It’s very different. MTS: Validating your view that Conceptus was largely an MTS: You eventually got back to Thoratec and we’ll execution play was your quick turnaround of the company get back to that story. But in 2011, you took a detour and Bayer’s offer to buy the company for more than $1 to Conceptus. Tell us about Conceptus. Were there any billion soon after. similarities between the Conceptus you joined in 2011 and the Thoratec you joined in 1996? Grossman: Yes.
Grossman: I spent the last year of my time at TPG MTS: To your knowledge, did the Bayer offer come out with a kind of split role. I had decided I wanted to go back of thin air or had Bayer been nosing around Conceptus to running a company, so while I minded my existing port- even before you got there? And sales started to increase folio, I also worked with the larger buyout fund to help significantly pretty quickly. What exactly did you have to them look at some ideas. do to turn the company around? Just about that time, I was approached by the board of Conceptus, a public company that had launched its Grossman: The Bayer offer did come out of thin air, Essure product, an implanted device designed for per- but the outcome was pretty predictable. By comparison, manent female contraception, in 2001, which meant Thoratec could have remained a stand-alone company, that it had already been on the market for ten years strategically speaking. Coming into Conceptus, I had a bit when I got there. But it had everything that you fanta- of a bias that at some point, the company should be part size about in a medical device company: it really didn’t of a larger company, that it probably wasn’t a stand-alone have any competitors, it had 85% gross margins, the company. Part of the reason was that the markets were market was only about 10% penetrated for the surgical very different. At Thoratec, the market was very concen- procedure it replaced, and it was a non-incisional hys- trated and competition fairly limited. At Conceptus, the call teroscopic procedure that took about ten minutes in the point universe was large and very distributed. There are doctor’s office. And the contraceptive efficacy rates were 40,000 to 45,000 gynecologists in the US alone and this is higher, believe it or not, than surgery. The doctor made an office-based procedure. Conceptus had to train every more money, the payors saved about 50% on the cost of new account to do a procedure that none of them had
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ever done in their office before. The channel investment the way you don’t want them to go. And a company initi- was intense. We also had to educate the consumer and this ated auction is pretty dicey for all but the hottest assets. was my first real experience with a big direct-to-consumer With Conceptus, we put together a new strategic plan and investment. So, I didn’t really think it was a great stand- a forecast for the business, all of which took some time. alone business unless we spent a long time working on a But we felt that there would come a time when, if we did diversification effort. Conceptus had a super product, but I our job, we’d get the company back on track to drive up the went in with the idea that we were either going to have to valuation. The shareholder response would be whatever it diversify or become part of another company. And within would be, but at that point in time, we would need to make the first few weeks of my arrival, I was getting phone calls a decision whether to exit, if one was available, or to take from one or two companies who were looking for a deal the risk of diversification. because our stock price was very depressed. There were some interesting diversification opportunities out there, but those things always imply risk, especially for “I’m not a huge fan of negotiating with a single-product company; it’s do-able, but you never really just one company unless absolutely know how those things are going to go. So first, we wanted necessary. Maybe that’s because of my prior to drive the valuation as far as we could organically and then take a breath. If we generated any in-bound interest experience, but those can go the way you at that time, we decided we would quietly explore the mar- don’t want them to go. And a company- ket interest to see what it might turn into. If we didn’t like initiated auction is pretty dicey for all but the value for shareholders, then we would start the diversi- fication efforts and build the company. the hottest assets.”
MTS: And of course you did drive the valuation organically, MTS: Mostly from value acquirers, looking for a quick, reflected in Bayer’s offer which was $1.1 billion. cheap deal? Grossman: Actually, Bayer didn’t start the process. Grossman: Yeah. There aren’t many value buyers in Somebody else did. medtech. Most companies are willing to pay for quality and growth; they’re not looking to get a deal. But we had a MTS: You mean another company made another offer couple of potential buyers who thought, ‘OK there’s a new first? CEO; maybe the board is signaling they just want to bail out.’ I took those offers to the board but persuaded them Grossman: Another company came in. The business that there was a lot of good work to be done. We felt we had gotten back on track quickly. The nice thing about Con- could still drive a lot of growth in our valuation organically. ceptus was that for as flawed as it was from an execution So we put those people off and started the work of improv- standpoint, because we had a fundamentally good prod- ing the company. uct, it responded very quickly to the changes we made. The sales growth ramped up faster than we modeled, and we MTS: You had two very successful exits in just the first also made the company profitable pretty quickly and for half of this decade, and you had gone through a deal with the first time. So this not only drove the stock price quickly, Guidant that came close but wasn’t completed. Before we but attracted strategic acquirers again. finish the Conceptus story and get back to Thoratec, let me ask you how you think about teeing a company up for an MTS: What exactly did you do? Was it simply a matter exit. Did you engage an investment bank? Are you a fan of of reconfiguring or re-incentivizing the sales team? What auctions? Or do you favor finding one buyer and working accounted, to your mind, for the fact that sales had lagged with that company toward an acceptable valuation? for so long and then suddenly began to soar?
Grossman: I’m not a huge fan of negotiating with Grossman: It was 100 little tactical things and two big just one company unless absolutely necessary. Maybe ones. The first big change was cultural—the company’s cul- that’s because of my prior experience, but those can go ture had just sort of eroded over time and it was very, very
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unproductive. Changing the culture required a lot of tone- Grossman: They were busier, working harder, and setting, a lot of business process change, and also bringing being held more accountable. And the ones that were win- in a lot of new people. Fortunately, you can change the cul- ning were making a lot more money. ture at a company the size of Conceptus fairly quickly if you do it right. I was listening to Alex [Gorsky, CEO and Chair- man of Johnson & Johnson and the previous speaker at the MTS: The $1.1 billion that Bayer offered was more than Phoenix Conference] and, not that he spoke about needing triple the market cap of the company when you joined in to change the culture, but I imagine changing the culture 2012, and about seven times Conceptus’ revenues at that at a company the size of J&J must seem like an impossible time. task. Not at Conceptus. Grossman: We were on our way to about $175 mil- That was task one. Number two was changing the com- lion in revenue in 2014, and the deal closed about midway mercial strategy. Conceptus had a device with 40,000 through the year. customers, and the company had taken a first-come, first-served approach to training. Instead of segmenting MTS: I’m assuming that it was agreed upfront that you the market and trying to understand where the business wouldn’t stay at Conceptus post-deal. Your next move would come from, they went after any customer who was to go back to Thoratec. How much time had elapsed said they wanted to get trained to do the procedure. Cus- between leaving Conceptus and rejoining Thoratec, and tomer acquisition was expensive for Conceptus as it is in tell us why you agreed to go back? And as you fill in that most companies. piece of the story, maybe now is the time to plug in the Before I got there, the challenge was to train otherwise play for HeartWare that Thoratec made after you stepped rather conservative customers to do a brand-new pro- down as CEO. cedure in their office. Conceptus would do one or two procedures with them and then move on to train the next Grossman: I think there were about two or three customer. It was like a game of spinning plates; we were so years in between. When I left Thoratec in 2006, we were busy getting new plates up on sticks that we didn’t realize still what we had been for many years, at least in our pri- the old ones were falling off and breaking. To fix that, the mary market, which was the US, and that is a monopolist. company would just throw more people in the field. When I always thought that the biggest risk to our business was I got to Conceptus, we had something like 240 people in just the flab that you develop by being a monopolist for a the field just in the US. This for a $150 million revenue busi- long period of time. You have to work really hard to keep ness. That’s why we were never profitable. And every time your organization ready for the eventual competitor, but sales would start to slow, we’d throw more people into the it’s almost impossible to do that until you actually have field and start training more customers. competition. During the time that I was on the board, we got our first To change that model, we segmented the customers. We competitor, which was HeartWare. They were the first decided if we were going to be the standard of care, we had competitor with a viable technology that really took a run to do it one practice at a time. We defined the customer at commercializing that technology, and they did a good that we really wanted, downsized our sales organization job. There had been other companies before that had tried, by about a third, and started growing that customer base but HeartWare was our first true competitor. When they by focusing on one customer before we moved to the next appeared, we had to change the way we thought about one. And growth started to pick up. We became profit- our markets—the way we thought about reaction time, able, and by the way, interestingly, we were getting better about our R&D pipeline, and how we interacted with our outcomes because we were spending time with the right customers. We had to focus on fewer things and getting customers and making sure they were well trained. It all them out quicker. And in my view, we just hadn’t done that worked together. level of re-think. Those things touch not only tactics, but culture, people, organizational structure, etc. We expected MTS: And I’ll bet some of the sales reps found themselves the market to react to us the way it did when we had the with a third fewer colleagues and bigger sales territories whole market and really were the market. And it didn’t and more revenue in their own individual pockets. happen. And so things began to degrade a bit. We began
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losing market share pretty rapidly in Europe to HeartWare do differently if back in the CEO role. I’d be lying if I said and were facing the oncoming wave of the same competi- that I’d never thought about it. But certainly, that was tor in the US. not part of my plans.
MTS: It should be pointed out that Thoratec;’s bid to buy MTS: In your view, what was the state of the senior HeartWare wasn’t successful and that left the company in management team at that point? You had been away eight a difficult position especially because HeartWare proved years. Was the management team largely the same one to be a pretty formidable competitor--the kind of company you left? Did you conclude that you had to bring on a new that could leapfrog a complacent market leader. senior team?
Grossman: Exactly. That was their narrative, and Grossman: Coming back to Thoratec was less about they had completely formed and captured the market the team and more about other things. Thoratec was then narrative. In my view, they had convinced the market that and had always been populated by really high-caliber peo- the product attribute that mattered most was product ple. We started in that direction early on, over-hiring and size and not patient outcomes. They were what we had encouraging people to do the same with their hires. Even been before in terms of the way they competed in the when we had a structure problem, we always had a really market, and they had really captured the attention of the bright group of people. public investors. I had been on the board much longer than I ever intended to be as an ex-CEO, and things had The day I came back I had something like 18 people generally gone pretty well, until this chapter. Suddenly I reporting to me, so of course, we did have to make some was faced with the choice of being the annoying former management changes. There were issues in marketing and CEO who was starting to complain about the way things the way we were dealing with our competition and facing were going and the way the company was being run, or our markets. There were also issues in our product devel- just stepping away. opment pipeline and the way we had lost track of urgency, focus, and accountability. We had to make some funda- mental changes in those areas. And when we made them, MTS: Did you have a rocky relationship with the then-CEO those changes bore fruit quickly. But a lot of that had to do of Thoratec? with leadership and cultural change—changing our expec- Grossman: No, he’s a great guy, and he had done a tations. In the case of Conceptus, we really had to convince really good job in that first phase. But when we got compe- the organization that we needed to change. In the case of tition and things started to change, that put us on our heels Thoratec, there was a group of really high-caliber, very hun- a bit and things just didn’t progress the way they should gry managers who wanted the change. have. Plus, he had a very different style, and I began to see that the culture was going in a different direction. Not nec- MTS: As mentioned, at one point after you left in 2006, essarily in a bad way; this wasn’t Conceptus. But in a very Thoratec tried to acquire HeartWare but wasn’t successful. different direction and I decided it didn’t benefit anyone Might Thoratec’s trajectory have been different had the for me to be a disruptive force. I felt that if there needed to company been successful in its quest for HeartWare? I be a disruptive voice on the board, it would be counterpro- know they had successfully launched in Europe. You told ductive if it were mine. me once that one of the things that made HeartWare’s So I went to one or two members of the board and said, success frustrating was that you were convinced that ‘Look, it’s time for me to step away. I’m frustrated and Thoratec’s technology was superior—in effect, that you I’m not going to be productive if I stay on the board. were losing share to a device that you thought wasn’t as I’m just going to become a pain in everyone’s ass. So good as Thoratec’s. I’m going to step off.’ That started a discussion about whether I would consider coming back. I had recently Grossman: I did believe it at the time and I still exited Conceptus and one of my board members at Tho- believe it. And there are a lot of other people who believe ratec had also been on the Conceptus board. And I have it. In fact, once we changed our execution model, we to say, there isn’t a former CEO in the world sitting on started gaining share back with the same two products a board who doesn’t think about what he or she would that had been competing with HeartWare’s. Thoratec’s
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problem wasn’t technological; it’s that we lost the rela- generation technology around what we thought would tionship we had had with our customers.They stopped matter clinically. TheHeartMate III is now approved in the seeing us as a trusted advisor. And that allowed a good US and in Europe and it has re-captured market share. competitor with a good product to change the narrative I think before that, investors really didn’t know how to with our customers regarding product attributes and think about what the company was doing. They didn’t patient outcomes, and relative value propositions, and really know what to expect from the next-generation we started losing those debates. But our outcomes never approvals, whose would win or why. Plus, HeartWare had changed. We continued to show as good or superior out- a product and it looked pretty good, and Thoratec wasn’t comes in the things that mattered. We were just getting really positioning itself well. beat in the market. When investors saw growth coming back and execution MTS: Why did that original play for HeartWare not was improving, they began to understand how our next- happen? Was it blocked by the FTC for competitive generation product was going to do in the market and reasons? Or was it that the two companies couldn’t agree started to bid up the value of Thoratec based on what they on terms? thought the new valuation of the company should be.
Grossman: When the deal went to the FTC, we got MTS: Within a year of your return, St. Jude comes the same reviewer who had reviewed the Thermo Cardio knocking, in part because as the stock price rose, deal ten years earlier, and I think sometime early in the a company they really wanted was starting to get process, the reviewer said, ‘I let you guys pull one over on me the last time,’ or something to that effect. I think we all expensive. Did the fact that St. Jude came so quickly had a sense at that point that the deal was going to have a surprise you? Had there been any interest on St. Jude’s pretty tough go with the FTC. part prior to that? Grossman: There are always conversations, always MTS: During the time you were gone from Thoratec, the people wanting to talk. You expect that in any segment company’s share price hadn’t moved. It was in the same of the industry. But when you’re running a company in spot it had been in 2006. 2015 that was founded in 1976, you don’t walk the halls every day thinking someone’s going to call that day. It Grossman: Actually it had moved and had done just doesn’t work that way. I think we had hoped for really well for a while. But then it came back down; when some interest back in the ’90s, but eventually you get I stepped back in, it was almost to the dollar the same in terms of market valuation as it had been when I left nine to the point where you just say to yourself, ‘We’re in years earlier. this forever, and we have to build a business and create something excellent.’
MTS: And a year after your return, the company’s We did a strategic review when I got back and raised valuation had doubled. What were the keys to the the question during that meeting whether and when turnaround this time? we might get approached by another company. Because if we were, we’d want to be ready for it. And we actu- Grossman: I think some of it was confidence in us on ally pegged the time that we might attract some interest the part of the investment community. They had been, about a year further down the road, at a time when the maybe more so than I realized, sensing the same frustra- next-generation products would begin to declare them- tion that I had as a board member. Some of the rebound selves a bit more around clinical outcomes, de-risking us came early on simply based on what they thought would as an acquisition. When St. Jude made its bid, we were happen. surprised, but also because we didn’t see them as the But there were two things, I think, that really got their most likely buyer. But they were willing to take the tim- attention. One was that we quickly started to recapture ing risk on the next-gen products. They showed up earlier market share and to make growth part of the story again, than we thought and offered our shareholders the kind of as it had been for many years before it had just kind of value that demanded our board’s attention. And they also gone away. Two, we repositioned the company’s next- wanted an exclusive negotiation.
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MTS: The value of a publicly traded company is set to in and make an offer, so that gave us plenty of comfort on some degree by the share price at the time of the deal. The our shareholders’ behalf. Thoratec deal was valued at around $3.4 billion. What was the premium on your share price? MTS: During that 30-day period, did you get any serious offers? Grossman: I think it was in the 50% range. Grossman: There were multiple companies that looked and were interested in the business, for sure. But “St, Jude Medical] really wanted an exclusive, no one topped St. Jude’s offer, which I think proved us right in our assessment that St. Jude had made a very compel- but we structured a deal that looked more ling offer. like a private equity deal, with a 30-day go-shop provision and a really small break- MTS: And we might point out parenthetically that a year up fee. It would have been very easy for or so later, Medtronic acquired HeartWare. It can’t have been a coincidence. Medtronic or anyone else to come in and make an offer, so that gave us plenty of Grossman: There’s no question. We were both public comfort on our shareholders’ behalf.” companies, and if you go back and read our proxy state- ment and theirs and put the timing together, there’s no question. HeartWare was the only meaningful remaining asset on the market in VADs. MTS: That’s not an outrageous premium.
Grossman: No, but you have to remember that the MTS: It’s just a fascinating story. I know it felt to you like stock a year earlier had been $23 and St. Jude’s offer was 20 years, but for most of us, the story is about two billion $63.50 a share. Our shareholders were happy. dollar-plus exits within a five-year span. I’ll conclude by saying that we tend to think about success in medical devices in terms of technologies, and the VAD story is MTS: I can imagine that Thoratec shareholders were certainly about great technology. But I think what your happy. Were St. Jude’s shareholders happy as well? career illustrates is how important execution is. You can have a great idea, but if you can’t develop the technology Grossman: Actually, if I recall, when the deal was and get it to market, what good is the idea? Do you have announced, St. Jude’s stock responded pretty well. any final thoughts on the keys to executing effectively?
MTS: Why did you agree to the exclusive negotiation? Grossman: Do we have another hour or two? Look, it How did you know that if St. Jude were willing to pay starts with the people. When you get to a company that is $63.50, Medtronic wasn’t willing to pay $66? not executing well and doesn’t have the culture to back up execution, you can sense it the minute you walk in. You can Grossman: It was a very interesting deal in the way it tell immediately if the company is on its game and has a played out. Where we came out was that if you considered real sense of urgency about what it’s doing. And if it’s not, the market and the risk that lives in every iteration of the you may quickly find that the company is heading down the technology and the investment required to get to each new wrong strategic roads as a result. I’ve noticed that a lot of generation, we looked at the initial offer and said, ‘No, it’s companies that aren’t executing well assume the problems just not where we thought it should be.’ Over the course of involve other things—the market isn’t there or the strategy several discussions, the offer improved pretty dramatically isn’t working. Nobody likes to point to execution, so they until we got to the point where we felt that the valuation, start chasing other strategies instead of fixing execution. on a risk-adjusted basis, made sense for our shareholders. It’s always interesting how complicated companies who They really wanted an exclusive, but we structured a deal aren’t performing well feel, even if they should be pretty that looked more like a private equity deal, with a 30-day simple. The truth is, they need to think about the people go-shop provision and a really small break-up fee. It would leading the culture, and if the culture isn’t right, they need have been very easy for Medtronic or anyone else to come to make a change.
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Ending the Year the Way It Started: by Strong M&A, Weak IPOs STEPHEN LEVIN
It is beginning to feel more likely notably strong follow-on offerings agnostics continuing to show minimal that Godot will appear before the US and convertible securities (see Figure dealmaking activity. As Mark Secrest, public market for medtech companies 1). And the prospects for medtech Managing Director of Healthcare In- re-opens; we’re still waiting. In what IPOs are sparse through the end of vestment Banking at BTIG, points out, has become a recurring theme in our the year. The silver lining, however, if you break out devices from diagnos- quarterly financing wrap-ups for the continues to be a strong M&A climate tics, the device deal count through Q3 past two years, the US medtech IPO (see Figure 2). of this year was up 25% over the same market for Q3 of 2017 was non-exis- period last year with 29 deals com- tent, despite positive signs from what As has been the case all year, the pared with 23. The total deal value historically have been leading indica- strength of medtech M&A comes pri- also increased from $43 billion in 2016 tors of a public market revival, most marily from the device sector, with di- to $54 billion this year. Excluding each
Figure 1 Device and Diagnostic Initial Public Offerings: 2010 – 2017 YTD (through Sept. 30, 2017) –
Aggregate Deal Value Number of Deals (US$ in Millions) AGGREGATE DEAL VALUE (US$ IN BILLIONS NUMBER OF DEALS
$1,400.0 20 Transaction Value
Number of Deals $1,216.7 18 $1,200.0
$1,051.6 16
$1,000.0 14
12 $800.0
$637.0 10 $600.0 8 Stryker, 8% $411.1 $327.8 $400.0 6 $284.0 4 $200.0 $115.0 $129.7 2
$0.0 $0.0 0 2010 2011 2012 2013 2014 2015 2016 YTD '16 YTD '17 # of 2 4 1 8 15 12 5 3 0 Deals
Source: BTIG
Source: Data per SEC filings, Dealogic and BTIG Capital Markets as of September 30, 2017 9
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year’s single largest outlier deal (the see what dealmaking will look like when $30.2 billion Abbott/St. Jude Medical “If this is what that money comes back.” acquisition in 2016 and the $25.7 billion Becton Dickinson/CR Bard deal in 2017), constitutes a chill On the other hand, in diagnostics, the total deal value of all other device in the M&A market, the year-to-date deal numbers have transactions more than doubled from dropped to eight this year, compared $13 billion to $28 billion (see Exhibit 3). I can’t wait to see with 14 through Q3 a year ago. And “I have heard commentary suggesting what dealmaking will in terms of total deal value, even ex- that we are experiencing a pause in the cluding last year’s big dx transaction— M&A market while officials are waiting look like when that the $9.1 billion Abbott/Alere acquisi- for tax reform to find out what is going money comes back," tion—year-to-date diagnostics M&A to happen with the repatriation of cash,” amounts to only $3 billion, compared Secrest says. “If this is what constitutes a Secrest says. with $13 billion in the same period last chill in the M&A market, I can’t wait to year (see Figure 4). Secrest suggests
Figure 2 – US Device and Diagnostic M&A: 2000 – 2017 YTD (through Sept. 30, 2017) Aggregate Deal Value Number of Deals (US$ in Billions) AGGREGATE DEAL VALUE (US$ IN BILLIONS NUMBER OF DEALS
$80 100 Transaction Value $73 Number of Deals 90 $70 $67 $66 $65 $63 80 $60 $56 70 $49 $50 $50 60
$40 50 $34 $29 $30 40 $30 $28 $26 $27 $25 $26 $22 $22 26 30 $20 $20 $19 $20 Stryker, 8% $16 $13 20 $12 $12 23 $10 $8 $6 10
$0 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD '16 YTD '17 # of (1) (2) (3) (4) (5) (6) (6) (7) 43 51 45 48 62 77 83 91 57 42 59 48 46 41 45 58 44 37 37 Deals Source: SEC filings, company press releases, SDC, Wall Street Publications and FactSet as of September 30, 2017. Note: Only includes U.S. domiciled target deals with announced values greater than $20 million and only includes guaranteed payments (i.e., does not include performance-based earn-outs); includes selected highly relevant deals with targets based outside U.S. Note:(1) IncludesOnly approximatelyincludes U.S. $12.4 domiciled billion Thermo targetElectron/Fisher deals Scientific with merger announced and $11.4 billionvalues Biomet/Buyout greater consortiumthan $20 (Goldman million Sachs/KKR/TPG) and only acquisition.includes Break guaranteed in bar delineates payments transaction (i.e.,value excludingdoes not the ThermoincludeElectron/Fisher performance-based Scientific merger and earn-outs); Biomet/Buyout includesconsortium acquisition. selected (2) Includes December 16, 2010 Novartis/Alcon acquisition of approximately $40.7 billion. Break in bar delineates transaction value excluding the Novartis/Alcon acquisition. highly(3) relevantIncludes April deals 26, 2011 with Johnson targets & Johnson/ basedSynthes outsideacquisition U.S. of approximately $21.5 billion. Break in bar delineates transaction value excluding the J&J/Synthes acquisition. (1) (4) Includes Includes April 15,approximately 2013 Thermo Fisher/Life $12.4 Technologies billion acquisitionThermoElectron/Fisher of approximately $15.4 billion. Scientific Break in barmerger delineates and transaction $11.4 value billion excluding Biomet/Buyout the Thermo Fisher/Life consortium Technologies acquisition. (Goldman Sachs/KKR/TPG) (5) Includes Becton, Dickinson/CareFusion acquisition of approximately $12.1 billion, Merck KGaA/Sigma-Aldrich acquisition of approximately $17.0 billion, and Zimmer/Biomet acquisition of approximately $13.3 billion. Break in bar delineates transaction value excluding those three deals. (6) Includes acquisition. Abbott/St. BreakJude Medical in bar acquisition delineates of approximately transaction $30.2 billion value and Abbott/ excludingAlere acquisition the ThermoElectron/Fisher of approximately $9.1 billion. Break Scientific in bar delineates merger transaction and value Biomet/Buyout excluding the Abbott/St. consortium Jude Medical an acquisition.d Abbott/Alere acquisitions. (2) (7) Includes Includes Becton, December Dickinson/C.R. 16, Bard 2010acquisition Novartis/Alcon of approximately $25.7 acquisition billion. Break in of bar approximately delineates transaction $40.7 value ex clubillion.ding the Break Becton, Dickinson/C.R. in bar delineates Bard acquisition. transaction value excluding the Novartis/ Alcon acquisition. (3) Includes April 26, 2011 Johnson & Johnson/Synthesacquisition of approximately $21.5 billion. Break in bar delineates transaction value excluding the J&J/Synthes acquisition. 4 (4) Includes April 15, 2013 ThermoFisher/Life Technologies acquisition of approximately $15.4 billion. Break in bar delineates transaction value excluding the ThermoFisher/Life Technologies acquisition. (5) Includes Becton, Dickinson/CareFusion acquisition of approximately $12.1 billion, Merck KGaA/Sigma-Aldrich acquisition of approximately $17.0 billion, and Zimmer/Biomet acquisition of approximately $13.3 billion. Break in bar delineates transaction value excluding those three deals. (6) Includes Abbott/St. Jude Medical acquisition of approximately $30.2 billion and Abbott/Alereacquisition of approximately $9.1 billion. Break in bar delineates transaction value excluding the Abbott/St. Jude Medical and Abbott/Alereacquisitions. (7) Includes Becton exIncludes Becton, Dickinson/C.R. Bard acquisition of approximately $25.7 billion. Break in bar delineates transaction value ex Includes Becton, Dickinson/C.R. Bard acquisition. Source: BTIG
DECEMBER 12, 2017 20 Q3 FINANCING WRAP-UP
that this may be the “new normal” for The string of billion-dollar-plus deals the immediate future in diagnostics, “There is a somewhat in medtech continued in Q3, with three largely the result of several previously limited list of acquirers such transactions led by Fresenius’s active acquirers being taken out them- in diagnostics, and that $2.1 billion acquisition of NxStage Med- selves through acquisitions, most no- ical (dialysis), as well as CooperSurgi- tably Life Technologies, which was ac- list has gotten smaller cal’s deal for Teva’s Paragard intrauter- quired by Thermo Fisher Scientific. In over the past decade. ine device, and Teleflex’s purchase of his view, “There is a somewhat limited So with fewer acquirers, NeoTract (urology/treatment for BPH), list of acquirers in diagnostics, and that both of which were valued around $1.1 list has gotten smaller over the past we’re probably looking billion. Secrest admits to being some- decade. So with fewer acquirers, we’re at fewer deals.” what surprised that both NxStage and probably looking at fewer deals.” NeoTract were taken out at this time —Mark Secrest since he says both com- panies appeared to have considerable runways for growth. He points to Figure 3 NeoTract in particular as an example of how the US Device M&A: 2000 – 2017 YTD (through Sept. 30, 2017) strong medtech M&A – AGGREGATE DEAL VALUE (US$ IN BILLIONS NUMBER OF DEALS market may be partially Aggregate Deal Value Number of Deals (US$ in Billions) responsible for the lack
$60 60 of IPOs. Secrest suggests Transaction Value $55 that “NeoTract could $54 Number of Deals have become a public $49 $50 50 company, but chose to $43 be acquired following $40 $40 40 an aggressive move by Teleflex.” $33 $32 $28 $30 $28 30 The NeoTract deal $24 marks the second con- $19 $20 20 secutive year that $17 $17 $15 $14 $14 Teleflex has done a bil- $13 $12 lion-dollar acquisition, $9 $9 $9 $10 $8 $8 10 $6 having acquired Vascu- $4 $3 Stryker, 8% lar Solutions in 2016. In
$0 0 Secrest’s view, Teleflex 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD '16 YTD '17 needs to maintain this # of (1) (2) (3) (4) (5) (5) (6) 25 33 28 29 46 47 57 60 40 30 44 31 32 27 26 45 29 23 29 Deals aggressive strategy in Source: SEC filings, company press releases, SDC, Wall Street Publications and FactSet as of September 30, 2017. Note: Only includes U.S. domiciled target deals with announced values greater than $20 million and only includes guaranteed payments (i.e., does not include performance-based earn-outs). Excludes diagnostics, molecular diagnostics and life science tools companies. (1) Includes approximately $11.4 billion Biomet/Buyout consortium (Goldman Sachs/KKR/TPG) acquisition. Break in bar delineates transaction value excluding the Biomet/Buyout consortium acquisition. (2) Includes December 16, 2010 Novartis/Alcon acquisition of approximately $40.7 billion. Break in bar delineates transaction value excluding the Novartis/Alcon acquisition. order to compete in the (3) Includes April 26, 2011 Johnson & Johnson/Synthes acquisition of approximately $21.5 billion. Break in bar delineates transaction value excluding the J&J/Synthes acquisition. (4)Note:Includes Only Becton, includes Dickinson/CareFusion U.S. ($12.1 domiciled billion) and Zimmer/Biomet target deals ($13.3 billion). with Break announced in bar delineates transactionvalues val greaterue excluding thosethan deals. $20 Excludes million Medtronic’s and $43.0B only acquisition includes of Covidien (classifiedguaranteed as a foreign target).payments (i.e., does not include (5) Includes Abbott/St. Jude Medical acquisition of approximately $30.2 billion. Break in bar delineates transaction value excluding the Abbott/St. Jude Medical acquisition. evolving hospital mar- (6)performance-basedIncludes Becton, Dickinson/C.R. earn-outs); Bard acquisition of approximatelyincludes $25.7 selected billion. Break highly in bar delineates relevant transaction deals value ex cluwithding the targets Becton, Dickinson/C.R. based Bard outside acquisition. U.S. (1) Includes approximately $11.4 billion Biomet/Buyout consortium (Goldman Sachs/KKR/TPG) acquisition. Break in bar delineates transaction value 5 ket. “They really have no excluding the Biomet/Buyout consortium. (2) Includes December 16, 2010 Novartis/Alcon acquisition of approximately $40.7 billion. Break in bar delineates transaction value excluding the Novartis/ choice but to continue Alcon acquisition. to get bigger. In terms (3) Includes December 26, 2010 Johnson & Johnson/Synthes acquisition of approximately $21.5 billion. Break in bar delineates transaction value excluding the J & J /Synthes acquisition. of their presence in the (4) Includes BEcton, Dickingson/CareFusion ($12.1 billion) and Zimmer/Bioment ($13.3 billion. Break in bar delineates transaction value excluding those hospital, they have to deals. Excludes Medtronic’s $43.08 acquisition of Covidien (classified as a foreign target). (5) Includes Abbott/St. Jude Medical acquisition of approximately $32.2 billion. Break in bar delineates transaction value excluding Abbott/St. Jude Medical keep acquiring because acquision. their primary competi- (6) Includes Becton, Dickinson/C.R. Bard acquisition of apporximately $25.7 billion. Break in bar delineates transaction value excluding the Becton, Dickingson/ tors keep getting big- C.R. Bard acquision. ger, and Teleflex has to Source: BTIG
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maintain a comprehensive suite of nal otherwise. He points to OrthoPe- However, Secrest acknowledges that, products so that they can bundle and diatrics as an example of the type of as each quarter passes with little or continue to be competitive in terms company that, up to this point, has no medtech IPO activity, the question of pricing,” he says. Secrest describes successfully gone public and was well of whether the industry has a supply Teleflex as “a very disciplined, practi- received by the market. problem, i.e., a paucity of viable IPO cal acquirer that is not afraid to pay candidates, looms larger. He steadfast- aggressive multiples.” At this point, Secrest expects com- panies looking to go public to wait ly maintains, however, that this is not the case: “I think every company is an IPOs: until the first quarter of next year, when he anticipates—as he and oth- individual story as to what valuation Wait Until Next Year ers have previously predicted—that expectations or internal milestones When it comes to the public mar- the window for medtech will re- they are looking to reach before going ket for medtech, however, Secrest’s open. “I believe that investors will public, but the device industry has no advice is to wait until next year. In a be attracted to companies with good shortage of companies that the mar- bit of a spoiler alert (since this is a Q3 stories and good prospects,” he says. ket will welcome.” wrap-up), there was a medtech IPO in the fourth quarter with OrthoPediatrics (pe- Figure 4 diatric orthopedics) US DX M&A: – 2000 – 2017 YTD (through Sept. 30, 2017) going out in October. Aggregate Deal Value Number of Deals AGGREGATE DEAL VALUE (US$ IN BILLIONS NUMBER OF DEALS But Secrest does not (US$ in Billions) expect that transaction $40 40 to spark more deals. Transaction Value
Number of Deals “We haven’t had a De- $35 $34 35 cember medtech IPO since the early 2000s,” $30 30 he recalls, and doesn’t $26 expect that this year $25 $24 25 $22 will buck the trend. $21 That said and with- $20 $19 20 $17 out trying to draw too $16 $15 much from an “n” of $15 $13 15 one, OrthoPediatrics $11 $11 $10 $9 10 priced in the middle of $8 $7 the company’s range, $5 $5 $5 $4 $4 5 was up 40% on the first $3 $3 $3 $3 $3 day of trading, and has $0 - maintained its value. 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010Stryker,2011 2012 8% 2013 2014 2015 2016 YTD '16 YTD '17 of (1) (2) (3) (4) (4) 30 3 4 4 3 4 eals Secrest shares the