2012年新年伊始,来自全球最大抗癌药物生产商罗氏控股公司(Roche Holding AG)的一项最新收购计划便另全球生命科学领域硝烟弥漫。
1月25日,罗氏控股公司向美国基因测序公司(Illumina Inc.)提出了57亿美元的现金收购要约,以期提升其在生物制药方面的研发能力。
据路透社报道,罗氏公司表示,他们决定收购Illumina,是看中测序行业在未来临床诊断及药物研究中的应用前景。如果能够成功收购Illumina,罗氏公司在生命科学及诊断市场上的地位将得到有效的提升。
面对罗氏57亿美元的敌意收购,Illumina当然不会坐以待毙。 就在罗氏宣布收购计划的第二天,Illumina宣布启动“毒丸计划”,抵御罗氏的恶意收购。
“毒丸计划”被视为反收购的理想武器,其正式名称为“股权摊薄反收购措施”。在最常见的形式中,一旦未经认可的一方收购了目标公司一大笔股份(一般是10%至20%的股份)时,“毒丸计划”就会启动,导致新股充斥市场。一旦“毒丸计划”被触发,其他所有的股东都有机会以低价买进新股。这样就大大地稀释了收购方的股权,继而使收购变得代价高昂,从而达到抵制收购的目的。
尽管目前罗氏是否能成功收购Illumina尚属未知之数,外媒普遍预测,这场收购战将旷日持久。
目前,在基因测序仪市场,特别是第二代测序仪市场,Illumina稳坐全球市场头把交椅。公开数据显示,Illumina第二代测序仪Solexa占据了全球市场约80%的市场份额——仅仅在中国,2010年初,华大基因一口气就买下了Illumina128台高通量基因测序仪,以每台69万美元的价格——这些外形像大型计算机的机器,单次运行能产生350Gb数据。
位列二三名的,是罗氏的454平台及Life Tech 的SOLID平台。据介绍,2012年1月,在第30届摩根大通卫生年会上,Illumina发布了最新款的测序仪产品HiSeq 2500,可以在一天之内完成个人完整基因测序,剑指Life Tech半导体测序仪Ion Torrent PGMTM(Life Tech2010年收购Ion Torrent)。
“罗氏的454平台在第二代测序仪市场上日益衰落,而在最新一代的测序仪市场上又没有新的产品,已经远落后于Illumina和Life Tech。最近两年,罗氏旗下的454测序平台在市场上明显比不过Illumina。我们的免疫组库测序项目就是一个很典型的例子:开始做技术和产品开发时全是针对454的,可是后来发现Illumina平台有明显的优势,所以现在几乎都是做HiSeq。”华人生物学家韩健告诉《中国科学报》,罗氏想趁Illumina股票下滑之际趁火打劫,拿个好价,消灭一个竞争对手。
其实,收购或被收购在生物技术领域是家常便饭。罗氏的454平台就是他们2007年花了1.5亿美元收购454 Life Sciences公司来的;Illumina的测序平台也是花了6亿美元收购Solexa获得的;Rothberg创立的Ion Torrent的测序公司曾荣登《福布斯》杂志封面,也在2010年被Life Tech公司收购。
“现在这个强行收购无非是大鱼吃中鱼罢了。”韩健说,“不过,从这些并购案例中可以看到一个公司是否能把握住机遇。”
“我们搞生物技术的,不能不耳听八方,随时调整技术路线,不然就有破产的危险。”韩健说,“如果我们不是快速地调整策略,引入HiSeq测序平台,我们这次可能也会陪454一起走下坡路了。”
“搞生物技术的,尤其是在做企业的,不能太固执,也不能太钟爱自己的技术,在前后看竞争对手的同时,别忘了左右看看新近衍生出来的技术平台,程咬金都是从侧面来的。”韩健说。
Roche takeover bid poses challenge to Illumina
A merger could stifle innovation, say observers.
If drug giant Roche succeeds in its plans for a merger, the sequencing-technology firm Illumina will struggle to maintain its dominance in the sequencing industry, say those who have worked in it for many years.
Roche, based in Basel, Switzerland, announced its intention to buy Illumina, based in San Diego, California, for US$5.7 billion on 25 January. Illumina’s board of directors will respond formally by the end of next week, but on 26 January adopted a 'poison pill' provision that would dilute the value of Roche’s eventual stake in the company.
Roche is betting that the sequencing industry, which currently focuses on research, will soon see applications in diagnostics and drug discovery, and its offer has spurred a rally in genome-technology stocks, which took a beating last year (see 'Research cuts hit the DNA business').
“This is an enormous vote of confidence in Illumina, and a recognition that the high-value applications for sequencing technology are relatively near on the horizon,” said Jorge Conde, co-founder of Knome, a genome-interpretation company based in Cambridge, Massachusetts.
But some observers worry that Illumina’s success might be difficult to maintain if the merger goes through. The offer comes at a critical time, just as Illumina faces is facing its most serious competition in years, and may soon need to shift to a new sequencing technology to keep its lead in the market.
“This is a fast-moving space, and you can quickly become obsolete,” says Timothy Harris, a bioengineer who helped to develop the technology sold by Helicos Biosciences, also in Cambridge. “The really impressive thing about Illumina is that it has maintained a clear lead for six years. But things almost never get better when big companies buy little ones."
Roche’s previous acquisitions of sequencing-technology firms underscores that danger. In 2007, it bought 454 Life Sciences, a company in Branford, Connecticut, founded by biotech entrepreneur Jonathan Rothberg. But Rothberg and many other key 454 employees soon left, and 454 now lags in market share behind Illumina and Life Technologies of Carlsbad, California.
Rothberg then went on to found the firm Ion Torrent in Guilford, Connecticut, which was acquired by Life Technologies in 2010 (see 'The $1,000 genome: are we there yet'), and is emerging as Illumina’s most serious competitor in years.
“The temptation to institute the buyer’s methods upon the acquired is a very powerful force rarely overcome.”
On the basis of Roche's history, observers say that it will be difficult for the giant to avoid driving away the Illumina employees who have led the company to success. That includes chief executive Jay Flatley, who is widely credited with transforming the firm from a vendor of DNA probes into a powerhouse that has steadily driven down the cost of sequencing since it acquired the genetic-analysis firm Solexa, then based in Hayward, California, in 2006.
Track record
“Having hired many people from 454 before and after the Roche acquisition, I would imagine that Jay will be asking how they won't squelch the innovation from one of the most innovative companies of our generation,” says Kevin McKernan, who developed the SOLiD sequencing technology sold by Life Technologies and helped to convince the firm to buy Ion Torrent. “The temptation to institute the buyer’s methods upon the acquired is a very powerful force rarely overcome."
In fact, Flatley watched the sequencing-technology company he co-founded — Molecular Dynamics in Sunnyvale, California — flounder after it was bought by Amersham Pharmacia Biotech in 1998. Flatley has said that Amersham ”didn't invest in it”.
“Molecular Dynamics was a thriving little company, and it just died under Amersham’s supervision,” says one sequencing-technology entrepreneur, though he adds that Illumina is a much larger company than Molecular Dynamics was.
Many observers expect that Roche will succeed in its latest bid, given the pattern of Roche’s recent acquisitions.
Genentech, which is based in South San Francisco, for instance, staved off Roche’s advances for months but was eventually acquired for $46.8 billion in 2009. At the time, Genentech employees worried about Roche's ability to maintain the science-focused culture that transformed that company into a biotechnology powerhouse (see 'Roche vows to keep Genentech culture'), and key Genentech employees, including chief executive Arthur Levinson and product-development president Susan Desmond-Hellmann, did leave after the acquisition, although Levinson still chairs Genentech’s board.
Most of the Genentech products that are now up for approval by the US Food and Drug Administration — including the cancer drug Erivedge (vismodegib) that was approved on 30 January (see 'Ahead of schedule, first hedgehog inhibitor drug gets the green light') — were already in advanced development at the time of the acquisition, so it's too early to know whether the company is maintaining its edge. But the Genentech experience may actually end up helping Illumina, says Stephen Quake, a bioengineer at Stanford University in California who co-founded Helicos.
“Hopefully those discussions have sensitized Roche to the importance of such issues and, in that sense, Illumina may be in a better position than 454,” Quake says.
- Nature
- doi:10.1038/nature.2012.9928





