Restructuring is an all-purpose word. It can be a euphemism for layoffs. It can mean a quick redraw of the corporate organizational chart. It can cover big shifts in management responsibilities and operations. It can handle even bigger moves, like AstraZeneca's ($AZN) headquarters shift, R&D overhaul, and worldwide job cuts. And then there's restructuring with a capital R.
It's the capital-R type that's been en vogue in pharma the past few years, as drugmakers jettison their lower-performing businesses to focus on their strengths. The biggest in Big Pharma, Pfizer ($PFE), ratified the trend when it sold off its nutrition unit and spun off animal health into the now-publicly-traded Zoetis ($ZTS). And Pfizer remains the biggest practitioner, at least so far; CEO Ian Read split the company into three internal units as of January 1, 2014, and the theory is that he'll hive off the established products portion when the numbers--and the timing--are right.
But for sheer numbers, 2014 was the year to beat, and the slimdown trend shows little sign of abating. Merck sold Bayer its consumer business for $14 billion. Abbott Laboratories sold Mylan its ex-U.S., non-emerging markets generics business. GlaxoSmithKline ($GSK) continued its brand-by-brand sales with two prescription cardiovascular drugs, picked up by South Africa's Aspen. Bayer announced that it might spin off its plastics business--and word is that Bayer Healthcare wants to divest its diabetes device unit.
And then there was the three-way mega-restructuring, announced in April, that looped in Novartis ($NVS), GlaxoSmithKline and Eli Lilly ($LLY). When the deal closes in mid-2015, Novartis will have Glaxo's oncology assets and a consumer health joint venture with that U.K.-based company; Glaxo will have Novartis' vaccines business and control of that consumer JV; and Lilly will boast a bigger veterinary business, thanks to the addition of Novartis' animal health unit.
We had follow-up spinoffs, too: Reckitt Benckiser, whose pharma business is independent as of Dec. 22, under the name Invidior and the tutelage of CEO Shaun Thaxter. Baxter ($BAX), which is setting free its biopharma unit to focus on its machinery and device businesses; in anticipation of that spinoff, it hived off its vaccines unit to Pfizer.
What's next? Well, Baxter's pharma spinoff will take effect. GlaxoSmithKline CEO Andrew Witty said he wouldn't be averse to spinning off consumer healthcare, triggering some excitement that he later attempted to tamp down. Glaxo's JV with Novartis might be seen as a step toward that idea--or as a sign it's not going to happen. What's more likely is a spinoff of ViiV Healthcare, the HIV-focused business venture with Pfizer.
AstraZeneca is weighing a sale of its anti-infective and neuroscience businesses, to "focus on what we do best," CEO Pascal Soriot said in April; so far, it has sold off 18 of its aging meds to generics maker IGI Laboratories. UCB had a deal to sell its U.S. generics business for $1.53 billion, but its private equity buyers backed out when the FDA raised questions about one of its pipeline products; the Belgium-based drugmaker may well try again. GlaxoSmithKline wanted to hive off some mature products, region by region, but then decided not to. Sanofi's ($SNY) putative plan to make a similar deal died even before its board tossed out its biggest proponent, now-ex-CEO Chris Viehbacher.
And then there are the wished-for splits. Pfizer's generics unit, for one. But also Amgen ($AMGN) and Teva Pharmaceutical Industries ($TEVA). After Bernstein analyst Geoffrey Porges raised the idea for Amgen, hedge funder Daniel Loeb jumped on that bandwagon, saying Amgen should follow Pfizer's lead and break into a mature drug company and a growth drug company. Goldman Sachs uber-analyst Jami Rubin, who raised the idea of a Pfizer breakup, figures Teva would be better off if it took some bold steps--perhaps "simplification of [its] business model (i.e., a breakup)." Not everyone takes Rubin's advice, however; J&J chief Alex Gorsky pooh-poohed her 2012 proposal that his company split three ways.
Special Reports: Pharma's top 10 M&A deals of 2014's first half