Contract Services in 2012 - Some recent private-equity buyouts of CROs show both the upside and downside for investors. - BioPharm International


Contract Services in 2012
Some recent private-equity buyouts of CROs show both the upside and downside for investors.

BioPharm International
Volume 25, Issue 1, pp. 18-19


The aim of private-equity investors is simple: make a large cash return on the cash invested. This goal is accomplished in two ways: by taking advantage of the acquired company's cash-generating capability and by making the company worth more when it is sold than when it was bought.

Most private-equity deals take advantage of the acquired company's ability to support a significant debt burden. By using the target's debt capacity, the private firm is able to borrow much of the purchase price and limit the amount of cash it must put up to make the acquisition in the first place. Current interest rates make borrowing especially attractive.

Clinical CROs are an attractive vehicle for leveraged buyouts. Their capital-investment requirements are usually small in comparison with manufacturing businesses, so they can throw off a lot of cash. Further, those cashflows are highly predictable because clinical CROs tend to have highly diversified multiyear project backlogs. A growing CRO is likely to be able to pay out substantial dividends to its owners as well as carry a substantial debt burden.

Enhancing the value of the acquired company may just be a matter of timing, such as by buying the company at a low point in the market cycle and going public when market multiples are high again. The private-equity firm also can improve the value of its target through further acquisitions, expansions of offerings, or restructuring to improve profits. Stock analysts who were following PPD before the acquisition speculated that PPD's laboratory businesses might be in for restructuring.


Buyouts by private-equity companies are not without risk, as such moves are subject to not fully understanding the prospects of the business or changing market conditions. Both of these things appeared to happen to the buyers of the European CMO Nextpharma, whose Belgian injectables manufacturing business was recently forced to file for bankruptcy protection, as well as to the French CMO Osny Pharma, which filed for bankruptcy protection in early 2011 and was absorbed by another CMO, Cenexi.

While PPD's track record of profitability and market position (it is thought to be the second largest for Phase I–IV clinical research after Quintiles) would seem to guarantee a strong performance over the typical private-equity holding period of five years, the changing CRO and bio/pharmaceutical research environment could present challenges. As global bio/pharmaceutical companies reduce their CRO relationships to a few preferred providers, competition for those relationships has become intense. There reportedly has been aggressive price cutting in the industry to get those deals, thereby leaving "winners" saddled with lower profit margins but losers shut out altogether.

Investors have been attracted to the CRO industry because the ongoing reinvention of the bio/pharma business model has outsourcing as a core strategy. The ultimate form of that business model is still evolving and being tested, and there is no guarantee that it will ultimately look like what it looks like today. Buyers of PPD bought one of the crown jewels of the industry. The greater risk is probably faced not by them, but the private-equity firms that bought PPD's small and mid-size competitors.

Jim Miller is president of PharmSource Information Services Inc., and publisher of Bio/Pharmaceutical Outsourcing Report, tel. 703.383.4903, fax 703.383.4905,

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