A successful deal can be derailed by poor information transfer between the diligence and integration teams. Without a structured handoff process and a centralized system of record, valuable context on risks and rationale is lost, forcing the integration team to rediscover critical information post-close.

Contrary to seeking fully de-risked assets, pharmaceutical companies often prefer acquiring companies with some remaining clinical risk. This strategy allows them to leverage unique insights on early data to acquire assets at a better valuation, creating an opportunity for outsized returns before the value is obvious to others.

During diligence, speak directly with the target's largest clients. You may uncover deal-breaking risks, such as a client who will leave post-acquisition because their internal rules prevent reliance on a single, monopolistic supplier, a fact you would otherwise miss.

To maintain speed in a high-volume M&A environment, you sacrifice the luxury of sequential processes. The key is to front-load diligence by identifying the five to ten critical items that could kill a deal and immediately testing for them.

An acquisition target with a valuation that seems 'too good to be true' is a major red flag. The low price often conceals deep-seated issues, such as warring co-founders or founders secretly planning to compete post-acquisition. Diligence on people and their motivations is more critical than just analyzing the financials in these cases.

Despite a pivotal data readout pending, an acquisition of Abivax could happen beforehand. Historical deals like Merck's acquisition of Prometheus and Pfizer's of Arena show that large pharma companies are willing to 'roll the dice' and pay a premium for pre-data assets when their conviction in the science is high.

M&A is often framed as a win, but it can be detrimental to patients. The acquisition of an aggressive, fast-moving biotech by a large pharma company can lead to slowed development timelines and more conservative regulatory strategies, ultimately delaying access to life-saving treatments.

Surprises are best uncovered during due diligence. Finding them after closing, even if they seem beneficial (like an un-negotiated supplier contract), indicates flawed homework and disrupts the integration plan, damaging credibility with stakeholders.

An SEC filing revealed that Merck's controversial 6% premium for Terns was due to updated, non-public clinical data showing weaker efficacy than previously announced. This new data caused a rival bidder offering $61 plus a CVR to drop out entirely, demonstrating how crucial due diligence data rooms are in M&A.