Gilead Sciences has agreed to buy Palo Alto-based CV Therapeutics for $1.4 billion dollars.

According to SF Gate, Gilead Sciences will pay $20 per share for CV Therapeutics, which reported $154.5 million in revenue in 2008.  Most of that revenue comes from Ranexa, a drug from chronic angina.

Is this a good deal for Gilead Sciences?

Well, SF Gate reported that a Citi investment research analyst backed the deal as making "strategic sense" but described the price as "very steep."

The Mercury News explained the purchase as part of an overall Gilead strategy to acquire other companies and product lines in order to bolster their pipeline, which has been historically focused on HIV drugs.  The Mercury News reported:

[T]he company primarily owes its commercial success to its HIV drugs — Viread, Emtriva, Truvada and Atripla — which won FDA approval respectively in 2001, 2003, 2004 and 2006.Those drugs dominate the HIV-drug market and provide the vast majority of Gilead’s revenue, which totaled $5.34 billion in 2008, a 26 percent increase from 2007. On the basis of those sales, Gilead is the world’s third-biggest biotech company, behind Amgen of Thousand Oaks and Genentech of South San Francisco, according to data compiled by investment bank Jefferies & Co.To stay profitable, Gilead has been eager to branch out.

Some commentators, however, have suggested that the real value to this deal for Gilead Sciences is not so much the CV Therapeutics pipeline as it is the CV Therapeutics sales force. 

The In Vivo Blog reported as follows:

[Gilead] has also built a budding cardiovascular franchise centered around its pulmonary arterial hypertension drug Letairis and a Phase III drug for resistant hypertension called daruesentan. There’s a strategic fit argument, therefore, when it comes to Gilead’s buying CVT: the Palo Alto-based biotech provides the company with some additional diversification in a bulked up cardiology franchise–CVT already markets Ranexa and Lexiscan–as well as a ready-made sales force to market the products.

According to In Vivo Blog, there is the potential, however, for one additional Gilead benefit to doing this deal: full ownership rights in Lexiscan may eventually revert to CV Therapeutics, pending the outcome of litigation with Astellas.  if Gilead were to obtain full rights in Lexiscan, In Vivo Blog anticipates that this would be a real boost to Gilead’s bottom line. 

All in all, the consensus seems to be that Gilead took a bit of a financial risk in going forward with this deal, but that the risk is a reasonable one, which is in line with Gilead’s overall business strategy.  In the end, however, only time will tell if the move truly pays off for Gilead.

On Thursday, an agreement on the prospective deal we have been discussing for months finally was reached: Roche formally agreed to acquire Genentech for $95 per share at a total price of $46.8 billion.

Who came out the big winner here?  Well, while Roche ended up with the Genentech pipeline prize, it has been suggested that the real winners are the Genentech employees and of course all of the Genentech investors.

The San Francisco Business Journal reported on the deal as follows:

On paper, Roche appears to have won. The final price of $95 per share is only $6 above the July bid. That’s significantly below the $100-plus estimates of many analysts. . . . The final price also is significantly below the $112 to $115 pegged by a Genentech analysis last fall.

However, the deal on paper really doesn’t take into account the significance of the retention program put in place last fall to keep employees from leaving.

The San Francisco Business Journal reported:

According to the retention bonus plan, if the merger occurs by the end of June and 100 percent of outstanding vested stock options accelerate as part of the merger — which is provided under the merger agreement — employees will receive 50 percent of the retention bonus when the merger is completed and 50 percent one year after the merger is completed.

If an employee is “involuntarily terminated” without cause or resigns for “good reason,” the retention bonus is paid out soon after the employee leaves.

Plus, Genentech employees could pocket millions of dollars more from the sale of their stock holdings to Roche.

What does this mean for most employees?  That this deal will provide a nice windfall for them in an otherwise bleak economy.

For Roche, on the other hand, the real battle now is going to be to find a way to retain Genentech’s best and brightest.  Roche may find that to be a much tougher challenge than negotiating to acquire Genentech.

SF Gate reported on this issue as follows:

Among the minority Genentech investors who will receive billions cashing in their stock under the agreement announced late Thursday are the biotech company’s executives and employees. Their windfall, industry experts say, might liberate many of them to launch their own dream companies rather than stick around.

Veterans of Genentech, a quintessential California trailblazer, might chafe at the more formal culture of a pharmaceutical conglomerate based in Basel, Switzerland, insiders say.. . .  .Members of the tight-knit Bay Area biotech community say Genentech staffers have been circulating their resumes, and suitors such as venture firms have been talking them up about possible new enterprises.

So, all in all, while Roche may have come out the winner on this deal in terms of the price per share and winning the Genentech pipeline, there is a good argument that the real winner is not the acquiring company but the Genentech employees and investors.  We will all have to watch over the long-term to see how Roche fairs down the road, and to see whether this deal really pays off for Roche in the future.