Using Contingent Consideration to Bridge the Value Gap

By almost any measure, M&A activity is decidedly up over the abysmal levels of a year ago. According to FactSet Mergerstat, in the first half of 2010, 2,696 transactions were announced involving a U.S. buyer or target, as compared to 2,129 in the same period of 2009. Nevertheless, it is also the case that many strategically sensible transactions are still not getting done because of the inability of the seller and buyer to agree on price. In some cases, sellers see significant upside in the future trajectory of the business, while buyers may be unwilling to pay for that upside given the perceived risks in achieving it.

In several recent transactions, the parties have successfully bridged this value gap by using contingent consideration. Most recently, on June 30, 2010, Celgene Corporation announced that it had agreed to acquire Abraxis BioScience Inc. in a deal valued at $2.9 billion. In addition to the cash and stock consideration of $58.00 in cash and 0.2617 shares