About two and a half years before they sealed a
$3.3 billion deal
, Bain Capital and its life sciences team started courting the leadership of Tanabe Pharma and its parent Mitsubishi Chemical.
The approach was part of the investment firm’s desire to expand its biopharma portfolio into Japan, where recently relaxed drug approval regulations can potentially open up one of the world’s largest pharma markets to better opportunities for development and investment.
The conversations originally began with Bain wishing to carve out the centuries-old pharmaceutical unit and letting Mitsubishi retain a stake in the separated company. Bain has done pharma carve-outs before, like its deal that repurposed Pfizer’s CNS assets into Cerevel (which eventually went public via a SPAC and was then acquired by AbbVie).
While that model “got a certain amount of traction,” Mitsubishi instead decided to do a “straight sale” given its priorities lay in other areas of the chemicals business, Will Cozean, managing director at Bain Capital, said in an interview with
Endpoints News
.
After deciding to do a sale process of the pharma unit, Mitsubishi then did a market check. “I’d like to think that we were probably the preferred bidder from the start of the process, but they needed to get a market check in terms of the value they were going to get,” Cozean said.
It took about three or four months to get to exclusivity around New Year’s, Cozean said, and then about six more weeks to seal the deal. He said it wasn’t the longest process he’s ever been a part of, but it wasn’t a “we’re going to move mountains to announce this by JPM”-type of transaction, he said. Three M&A deals were disclosed at this year’s JP Morgan Healthcare Conference, one of which took
less than two months
to come together.
“The reality is that the number of private equity firms that would be potentially able to do this transaction is a very short list, and so we knew that it was probably us or one or two others of our competitors in the region,” Cozean said.
About 20 people at Bain were dedicated to getting the deal done, the managing director said.
The $3.3 billion deal includes support from three funds at Bain: US private equity, Asia private equity and life sciences.
After a yearslong relationship, the deal came to fruition.
Everyone in the industry was alerted of the news just moments after the Bain team. The investment firm found out they’d gotten the green light for the deal roughly 15 minutes before the press release went out last Friday, Cozean said.
After the deal closes, which is expected in the third quarter, Bain hopes to transform Tanabe, founded in the 1600s, into an even bigger commercial drugmaker. The pharma, which also has units in the US and Israel, markets treatments like the
ALS drug
Radicava
.
“It is daunting when you are taking the reins of such a traditional and historical organization that’s older than the country that I was born in. But at the same time, the core of Tanabe is so strong and the legacy is so strong,” Cozean said, that the opportunity ahead is a “really beautiful undertaking for Bain Capital.”
The 5,000-employee Tanabe team has a history of great discovery platform work, said Ricky Sun, a partner at Bain Capital Life Sciences. They’ve contributed to the development of major drug classes, like SGLT2 inhibitors for diabetes, he said.
“At the top end of the market, you have folks like Takeda and Shionogi and Daiichi, who are actually focused now more on the US than they are necessarily on Japan as their growth” area, Cozean said. “We think there’s an opportunity for us to play a role in bringing assets within Japan into a consolidated commercial entity and being more efficient and able to drive patient outcomes at that level.”
Tanabe will look within and outside Japan for assets to license or acquire, or partnerships to form, Cozean said, noting Bain will take a “global approach” to business development. It inked an ALS
pact with Dewpoint Therapeutics
in December, but that type of early-stage collaboration was unique, given it could be a follow-up to Tanabe’s own ALS medicine, Cozean said. More of the go-forward deals will likely be closer to late-stage development.
The pharma company has been acquisitive in the past, buying Israeli biotech NeuroDerm and its late-stage Parkinson’s program for
$1.1 billion in 2017
. It’s also licensed out programs that have led to the formation of new companies, like schizophrenia biotech
Kynexis
, which emerged with $61 million in November 2023.
Cozean hopes the investment will be a broader boon for Japan’s life sciences sector, too.
“One of the things that we’re hoping to frankly have more of a front seat on, by owning Tanabe, is to really invest in the broader Japanese ecosystem of life sciences innovation,” Cozean said.