併購對新產品開發的影響-以羅氏(Roche)藥廠為例

Abstract

新藥的研發對於以專利為導向的原開發藥廠而言，是唯一的生存命脈。 近數十年來，由於法規要求越趨嚴格、臨床試驗的規模越趨複雜、研發費用越趨昂貴以及生物技術的興盛，使得藥廠的生存環境產生翻天覆地的變化，進而逐漸轉變經營策略，從傳統的內部研發、有機生長，到後來開始攜手合作，向外部尋求生機。 於是，傳統大型藥廠在相互擠壓碰撞之間，連帶與生技新創公司在近三十年間磨擦出熱鬧的火花。大小企業之間發生了授權、併購、合資、策略聯盟或技術合作等運作模式，使得生技醫療產業變化多端，令人目不暇給。 本研究係起源於對併購績效的評估，並以羅氏藥廠的併購經驗為例，對照該公司於併購訊息發佈時的承諾與事後行動結果是否一致，或是否達到預期的目標。 由於生技醫療產品的開發過程冗長昂貴，且研發過程常需要碰運氣，因此藥廠併購若以新藥開發為前提時，往往需要極長時間的醞釀才得以看到結果，亦即在進行併購績效評估時，就無法在短時間看到結果，甚至有時需要7-10年以上才能 知道答案。基於以上的考慮，本研究希望回歸原點，從企業的併購後執行情況進行評估。 本次研究乃是以羅氏藥廠網站所發布的併購公告訊息為主軸，並利用搜尋引擎與Factiva資料庫查找併購的相關討論與藥廠後續新藥研發上市計畫，併購時間涵蓋1990年至2022年為止。經過分析整理發現該公司的併購能否成功實現承諾與大股東的支持、CEO任期穩定與董事會協助有助於長期發展、高研發支出比率勇於投資、被收購公司是否有過合作經驗與是否為創投對象等有關。 本次是以每個併購事件的定性分析為主，因此難免有主觀判定疏漏的疑慮，期待未來能有更好的分析模型，以呈現更為公正、更具說服力的結果。

R&D has been always the most important job for original pharmaceutical companies. However, due to the increasingly demanding regulatory requirements, scales of clinical trials and research expenditure etc. in recent decades, the environment is getting even more difficult to survive. In addition, the rise of innovative biotechnology impacts the traditional ways of developing new drugs. All the factors drive drug-makers to change their strategic management. The old-fashioned internal development and organic growth are not reliable enough to keep the profit. Subsequently, people start to find other possibilities from outside. As a result, large traditional pharmaceutical companies have been squeezed and collided with each other, all the competitions mainly involved with hundreds of small innovative biotechnology companies. Several cooperation models have been operated rigorously, including patent authorizations, mergers, acquisitions, joint adventures and technology transfer etc. All the actions bring the pharmaceutical industries into a changeable battlefield. This study originated from the evaluation of M&A performance and took the M&A experience of Roche Pharmaceuticals as an example to compare whether the company's commitments when the M&A information was released were consistent with the subsequent action results, or whether the expected goals were achieved. The development process of biotech medical products is lengthy and expensive, and the R&D process often requires luck. Therefore, if the purpose of M&As are based on the development of new drugs, it often takes a very long time to see the results. That is, when conducting M&A performance evaluation, the results cannot be seen in a short time, and sometimes it takes more than 7-10 years to know the answer. Based on the above considerations, this research is intending to evaluate the company's post-merger execution in view of each single merger event, rather than time framed analysis. This study is based on the M&A announcement published on the Roche Pharmaceuticals website, and uses Google search engines as well as Factiva databases to find related discussions on M&A and the pharmaceutical company's subsequent plans on pipeline. The investigation period covers from 1990 to 2022. After data collection and analysis, it was found that the success of M&As are related to the support of major shareholders, the stability of the CEO's tenure and the assistance of the board of directors, which are conducive to long-term development, the high R&D expenditure ratio and the courage to invest, whether the acquired company has cooperation experience and whether it is a venture capital target. In this research, we conduct qualitative analysis of each M&A event, so there are inevitably concerns about subjective judgment and omissions. We hope that there will be better analysis models in the future to present more fair and convincing results.