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Looking at the Future: What do Medical Device Companies Need to Consider to be Ready for a Merger or Acquisition?

Katayun I. Jaffari, Esq.

Saul Ewing, LLP

Maria Maccecchini, Ph.D.

Robin Hood Ventures

Jeffrey J. Totten, MBA

Dean & Company

Entrepreneurial firms and well established corporations play an important role in the development of medical devices. Often,these firm's business plans include merging or being acquired as an exit strategy or to add value to their existing portfolio. We hope to provide a forum for interactive discussion to explore the important factors that will lead to a successful merger or acquisition. This panel discussion and examination of case studies will feature members of the business and legal communities who have played integral roles, providing key expertise during past mergers and acquisitions.

Highlights that will be discussed by this panel include:

• How is value created during a merger or acquisition?
• What are the important issues to consider from the point of view of company being acquired or merged?
• What are the important issues to consider from the point of view of a larger company?
• Who should be included as part the team during a merger or acquisition?
• What contractual and legal issues are important in the M&A process?
• What regulatory/compliance issues are important?

Please join us at The Union League for this panel presentation. A continental breakfast will be served at 7:30am.

Bios

Katayun I. Jaffari, Esq.
Ms. Jaffari is a member of Saul Ewing's Business Department in the Firm's Philadelphia office. She practices in the area of business law, and concentrates her practice in a broad range of matters including securities, corporate governance, and mergers and acquisitions. Her experience includes counseling companies in acquisitions, sales, securities offerings, public reporting documents, internal investigations, federal and state governance issues, and exchange listing matters. Ms. Jaffari represents public and private companies in a variety of industries, including biotechnology and emerging businesses. Ms. Jaffari has written and lectured in the areas of corporate governance and securities law.

As a member of Saul Ewing's Securities Transaction Practice Group, Ms. Jaffari has represented biotechnology firms and other companies in a range of complex securities and mergers and acquisitions transactions. Ms. Jaffari has extensive experience counseling public companies in the area of securities law compliance, including reporting requirements under NYSE, NASDAQ and AMEX regulations. Ms. Jaffari represents public and private companies in initial public offerings, secondary offerings, and private offerings, including PIPE transactions as well as 144A transactions. Ms. Jaffari has counseled clients in complex mergers and acquisitions between private companies and public companies. From simple private placements to complex public securities offerings, Ms. Jaffari acts as sole counsel or leads a Saul Ewing team.

Maria Maccecchini, Ph.D.
Maria Maccecchini received her Ph.D. in biochemistry from Rockefeller University and spent two years at Caltech as a postdoc in molecular biology. She took her first job at Mallickrodt as research scientist and her second job as general manager of Bachem Bioscience, a US subsidiary of a Swiss company.

In the early 1990s she started her own biotech company—Symphony Pharmaceuticals. After acquiring the Scottish and Japanese company Cruachem, Symphony later changed its name to Annovis. The company develops, manufactures, and markets a variety of nucleic acid-based products and services for businesses in the life sciences sector. In 2001, Annovis was acquired by Transgenomic Inc. of San Jose, CA.

Dr. Maccecchini serves on several boards of biotechnology companies, organizations that promote entrepreneurship, international trade as well as women and charitable organizations. Currently she is a member and director of two angel funds—Robin Hood Ventures and Mid-Atlantic Angel Group. Dr. Maccecchini does not only invest dollars in early-stage companies, but also mentors them in start up, strategy, management and finance.

Jeffrey J. Totten
Mr. Totten is a Vice President of Dean & Company and head of its Life Sciences practice. Prior to joining the firm in 1996, Mr. Totten was a Principal in the Washington, D.C. office of Mercer Management Consulting (formerly Strategic Planning Associates). Previously, Mr. Totten worked in the Food Products Division of the Procter & Gamble Company, where he progressed to the position of Assistant Brand Manager.

Mr. Totten's consulting work has spanned corporate and business level strategy, market entry, competitive assessment, manufacturing/development, and acquisition/divestiture issues in a broad range of marketing-intensive situations, with a particular focus on the Life Sciences industry. In the Life Sciences area, he has assisted clients ranging from small biotech start-ups to large global pharmaceutical companies and the U.S. Department of Health and Human Services/CDC, in the areas of pharmaceuticals, generics, vaccines, medical devices, diagnostic testing services, and proprietary drugs, in the U.S., Europe and ROW.

Mr. Totten received a Bachelor of Business Administration degree from the University of Michigan, where he graduated with highest distinction, and earned a Master of Business Administration degree at Harvard Business School.