1 00:00:00,160 --> 00:00:05,160 Speaker 1: The magic of Bloomberg b NA articles and essays is 2 00:00:05,200 --> 00:00:09,879 Speaker 1: their detail. It is crushing how smart they are about 3 00:00:09,920 --> 00:00:12,959 Speaker 1: certain windows. We're gonna drag you, kicking and screaming right 4 00:00:13,039 --> 00:00:19,240 Speaker 1: now into the legal mass known as pharmaceuticals. Eleanor Tyler 5 00:00:19,800 --> 00:00:23,479 Speaker 1: is with Bloomberg b NA out of Georgetown Law and 6 00:00:23,560 --> 00:00:26,840 Speaker 1: she joins US now. Eleanor, there's a lot of media 7 00:00:26,960 --> 00:00:30,240 Speaker 1: frenzy about oh, they're all moving to Ireland, or they're 8 00:00:30,280 --> 00:00:34,159 Speaker 1: doing this, they're doing that. Cut to the chase in Washington, 9 00:00:34,840 --> 00:00:40,440 Speaker 1: what do we want from our pharmaceutical industry? Well, Tommy, 10 00:00:40,520 --> 00:00:43,960 Speaker 1: see you want a lot from our pharmaceutical industry. UM 11 00:00:44,080 --> 00:00:47,680 Speaker 1: lately a hot topic in addition, of course, to wonder 12 00:00:47,760 --> 00:00:52,159 Speaker 1: cures for our various ailments, if we would like lower 13 00:00:52,280 --> 00:00:55,480 Speaker 1: generic drug prices. If there's a lot of heat around 14 00:00:55,480 --> 00:00:59,920 Speaker 1: that topic, and the Federal Trade Commission has been take 15 00:01:00,000 --> 00:01:03,520 Speaker 1: being some of that heat at least from the hill. UM. 16 00:01:03,560 --> 00:01:06,959 Speaker 1: But we did an analysis that shows based on the 17 00:01:07,040 --> 00:01:11,480 Speaker 1: FTCs data and using running that through a tool on 18 00:01:11,640 --> 00:01:17,600 Speaker 1: the on our corporate transactions, it's called deal analytics, we 19 00:01:17,680 --> 00:01:21,160 Speaker 1: found that the FTC is actually already looking very closely 20 00:01:21,200 --> 00:01:28,800 Speaker 1: at pharmaceutical mergers, Well, what brings them in uh at 21 00:01:28,800 --> 00:01:31,920 Speaker 1: a time when everybody is also concerned about these pharmaceutical 22 00:01:31,920 --> 00:01:35,880 Speaker 1: mergers because they figure it's just a text deal. Well, 23 00:01:35,880 --> 00:01:39,640 Speaker 1: the tax deal is a separate issue. Of course. UM 24 00:01:39,680 --> 00:01:46,040 Speaker 1: inversions blew up the recent big planned merger between Fiser 25 00:01:46,120 --> 00:01:50,800 Speaker 1: and Allergan. UM. That issue is if they are going 26 00:01:50,880 --> 00:01:54,440 Speaker 1: to have sales in the US, we would really prefer 27 00:01:54,720 --> 00:01:59,320 Speaker 1: that they would pay taxes here as well. UM the 28 00:01:59,320 --> 00:02:04,640 Speaker 1: the inverse vision issue. They've brought new regulations that restrict 29 00:02:04,760 --> 00:02:10,680 Speaker 1: how those are booked. UM. That killed that merger. But 30 00:02:11,240 --> 00:02:19,920 Speaker 1: other mergers that ordinarily involves mostly just merging two companies 31 00:02:19,960 --> 00:02:24,680 Speaker 1: that are looking to get efficiencies from combining their activities 32 00:02:25,080 --> 00:02:28,160 Speaker 1: as opposed to from the tax aspects of the deal, 33 00:02:28,800 --> 00:02:32,519 Speaker 1: those go through the FTC. So there are actually two 34 00:02:32,600 --> 00:02:40,480 Speaker 1: separate regulatory issues. UH. For those mergers. The model would 35 00:02:40,560 --> 00:02:43,840 Speaker 1: seem to be, at least in my very narrow understanding 36 00:02:43,840 --> 00:02:48,160 Speaker 1: of pharma, is that some small company develops a wonder 37 00:02:48,240 --> 00:02:50,640 Speaker 1: drug and gets purchased by a big company that can 38 00:02:50,680 --> 00:02:53,200 Speaker 1: then add it to their balance sheet and then provide 39 00:02:53,200 --> 00:02:56,760 Speaker 1: the distribution. So if this big going on like that 40 00:02:56,840 --> 00:02:58,720 Speaker 1: for so long, why is the FTC all of a 41 00:02:58,800 --> 00:03:03,880 Speaker 1: sudden becoming more or involved. That's an antting question. The 42 00:03:03,960 --> 00:03:07,200 Speaker 1: FTC really isn't all of a sudden becoming more involved. 43 00:03:07,520 --> 00:03:09,960 Speaker 1: As we look back over the data. They've been very 44 00:03:10,000 --> 00:03:13,880 Speaker 1: careful about these mergers for for a long time. They 45 00:03:13,880 --> 00:03:16,839 Speaker 1: have a specialized group within the FTC that looks at them, 46 00:03:17,280 --> 00:03:20,320 Speaker 1: and that group is very expert, according to everyone I've 47 00:03:20,320 --> 00:03:25,280 Speaker 1: talked to that is very involved with UM, with shepherding 48 00:03:25,360 --> 00:03:30,720 Speaker 1: firms through this process UM. They look at them very carefully, 49 00:03:30,760 --> 00:03:34,320 Speaker 1: but then they don't actually block the mergers, and that 50 00:03:34,400 --> 00:03:38,240 Speaker 1: appears to be because they can get fairly comfortable that 51 00:03:38,480 --> 00:03:42,680 Speaker 1: if the companies will shed a couple of drugs or 52 00:03:42,680 --> 00:03:46,760 Speaker 1: a couple of UM devices in areas where they are 53 00:03:47,720 --> 00:03:51,160 Speaker 1: like one of only a few providers, that the merger 54 00:03:51,200 --> 00:03:59,520 Speaker 1: itself won't increase UM won't decrease competition in pharmaceuticals UM. 55 00:03:59,560 --> 00:04:02,800 Speaker 1: So those murders are sort of reviewed very carefully for 56 00:04:02,960 --> 00:04:05,880 Speaker 1: a long time. It isn't a new thing so much, 57 00:04:06,360 --> 00:04:10,320 Speaker 1: But you're right, there is this trend it seems for 58 00:04:11,120 --> 00:04:15,960 Speaker 1: pharmaceutical companies to sort of merge to innovate. They are 59 00:04:16,360 --> 00:04:19,159 Speaker 1: looking to fill their pipeline if they have a whole 60 00:04:19,880 --> 00:04:24,000 Speaker 1: behind a drug. This is important. Are they emerging like 61 00:04:24,080 --> 00:04:27,919 Speaker 1: in the old days where industrial firms merged literally to 62 00:04:28,120 --> 00:04:31,640 Speaker 1: acquire engineers, is that, you know? Forget about all the 63 00:04:31,680 --> 00:04:35,080 Speaker 1: financial engineering and all that. Are they emerging. Are they 64 00:04:35,080 --> 00:04:41,440 Speaker 1: emerging rather to buy PhDs and graduate students? You know, 65 00:04:41,520 --> 00:04:44,800 Speaker 1: it doesn't necessarily look that way. It looks like what 66 00:04:44,880 --> 00:04:49,160 Speaker 1: they are merging to get is a drug that's this 67 00:04:49,360 --> 00:04:53,719 Speaker 1: specific point in the development process. They are merging to 68 00:04:54,160 --> 00:04:57,440 Speaker 1: offload some of the risk of R and D and 69 00:04:57,600 --> 00:05:01,840 Speaker 1: capture the benefits of it. In other words, I don't know, 70 00:05:01,880 --> 00:05:04,480 Speaker 1: if you're familiar with oil and gas, that's something that 71 00:05:04,520 --> 00:05:07,719 Speaker 1: I know fairly well. With oil and gas, you might 72 00:05:07,800 --> 00:05:12,120 Speaker 1: drill twenty holes to get to live well, right. The 73 00:05:12,240 --> 00:05:15,720 Speaker 1: same thing is true of pharmaceuticals. When they purchase a 74 00:05:16,520 --> 00:05:20,279 Speaker 1: smaller company that's having success in R and D, they 75 00:05:20,440 --> 00:05:23,640 Speaker 1: don't have to drill those dry holes. They have a 76 00:05:23,720 --> 00:05:27,359 Speaker 1: drug that they think is going to make it. This 77 00:05:27,400 --> 00:05:29,640 Speaker 1: has been wonderful, Thank you so much. Eleanor Tyler with 78 00:05:29,680 --> 00:05:34,560 Speaker 1: Bloomberg b NAU some of the ballet of pharmaceutical M 79 00:05:34,600 --> 00:05:36,719 Speaker 1: and A. I can't say enough, folks about the detail 80 00:05:37,360 --> 00:05:41,400 Speaker 1: of Bloomberg, BNA work. It's it's not the normal. Bland 81 00:05:42,080 --> 00:05:46,440 Speaker 1: definitely wants if you have an interesting companies. Yeah, it's 82 00:05:46,600 --> 00:05:49,680 Speaker 1: it's thicker is the word that I would use Eleanor 83 00:05:49,760 --> 00:05:52,240 Speaker 1: Tyler on pharmaceuticals