Novartis: A Transformative Deal

By: David J. Collis and Ashley Hartman

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Synopsis: When Joe Jimenez became CEO of Swiss-based Novartis in 2010 replacing longtime CEO Dan Vasella, he assumed control of one of the top pharmaceutical companies in the world. Vasella, an avowed advocate of diversification, had expanded the scope of the company and structured it into sixteen distinct business units ranging from animal health to oncology while "actively fostering competition between those divisions for resources." Shortly after assuming his position, Jimenez initiated a strategic review that sought to concentrate the portfolio on businesses where Novartis could be at global scale in attractive markets. Rather than following competitors, like Pfizer, in a single mega-acquisition, Jimenez and his M&A team decided to achieve this goal through targeted transactions, or "precision M&A". By 2014 after examining twenty or so possible deals, the company was in the process of negotiating a multi-billion dollar asset swap with Glaxo-Smith Kline (GSK) that was unprecedented in the pharma industry. Although Novartis would improve its position in oncology by acquiring GSK's promising drug portfolio, it had to sell its vaccines and animal health businesses, while giving up control of the over-the-counter (OTC) business. Jimenez and his team knew the offer was "all-or-nothing" and struggled over whether to accept it, or reject it and move in another direction.