Michael Triplett understands the emotional exhaustion of a sale, especially when your company has six employees and you’re trying to answer questions from potential buyers and their related service providers.
“The energy drain on everybody is real, and you just have to be prepared to grind it out,” says the former co-founder, CEO and president of Myonexus Therapeutics, which needed to either do a $50-plus million equity raise or an M&A transaction.
Triplett formed Myonexus in 2017 out of Nationwide Children’s Hospital assets. The company was sold earlier this year for $165 million to Sarepta Therapeutics, a publicly traded biotech company in Boston, one year after entering into an option agreement that included a $60 million upfront payment and milestones up to $45 million.
Triplett, who today is president of Carmen Partners LLC, discussed the sale on a panel — Before, During and After the Sales Process, presented by Dickinson Wright and Aon — at the Smart Business Dealmakers Conference in September in Columbus.
What preparation went into the Myonexus sale process?
I started my career at Procter & Gamble and we had a mantra — Stephen Covey had this, too — began with the end in mind.
Even with a startup in early stage, we built the company with the idea that one day we would be a multibillion dollar Pfizer or GlaxoSmithKline, but more importantly, as we did our tech transfer from Nationwide Children’s Hospital and started building out our database of knowledge, we started building a data room from day one. When it became time to initiate a process, whatever that process was, we had the data room essentially built out.
The second point is we surrounded ourselves with very high-quality service providers and advisers, beginning on the legal side.
Yes, we questioned the expense at times, but I would make the point that it was high value. One of the things to guard against is being penny wise, pound foolish. I think often companies can get into a situation where you spite yourself to try to save a few dollars. I don’t think it pays off in the long run.
Third, it comes back to trust in the relationships — trust with your investors, trust with your board, trust with the other party. I spent a lot of time developing a relationship at an individual level with leadership at Sarepta. I understood they have Wall Street and other investors and dynamics that they are managing, so trying to work with them and give them what they needed to manage their investor base was critical along the way.
Why is it important to cultivate relationships throughout the sale process?
It’s critical to be communicating often and clearly with all stakeholders, but particularly those on the cap table. Keep them informed. Spend whatever time you need to address concerns, give them answers, provide information, etc.
Certainly, bring along the board, especially if you have a board and/or chairman who’s willing to roll up their sleeves and get out there and help with that investor-relations component. We only had six people in the company. It was a challenge for us. We were overwhelmed by all of the information requests, but we were able to lean on those relationships.
We were developing the first treatments for rare forms of muscular dystrophy. We had the eyes of the world, the patient community, on us, and some of those patients and/or their families and family offices weren’t necessarily interested in straight economics. They’re interested in a cure. They cared about the clinical outcome versus those who are in the deal from a purely financial standpoint.
I spent a lot of energy making sure that the patient community was on board and felt comfortable. At the end of the day, everybody looked at me to say, ‘Yes, I trust Sarepta to continue this, to not bail on these therapeutics, these candidates, and to give it their best shot to see that these programs have a fair chance in the clinic, to potentially be approved drugs one day to treat this patient population.”
How did the power of momentum play into the transaction?
We had an opportunity to slow down the transaction for tax optimization purposes for certain people within the deal. We thought about it for about 10 minutes and then everybody realized that you don’t want to risk losing momentum and time.
We were on a really good cadence and, again, going back to Sarepta being publicly traded, we knew when their quarterly call was. There was a desire to get the deal wrapped up so that they could announce and essentially pay for the deal over that call.
For us, it was driven by, we had a good relationship, we had good clinical data that we are presenting to them, and there was nothing good that could come of us from slowing down or taking time.
So, despite it being an exhausting process — don’t think about sleeping much during the weeks leading up to the close in the transaction — we kept the pedal down and kept going.
How do you know when you’ve hit the limit for negotiation?
You know you’re reaching the brink when it feels like everything tightens up. You push and there’s almost a brittle nature to the conversations. That’s when you know you’ve hit the limit of the negotiation, in my opinion.
There’s just a feeling to it, when behavior starts to change and things start to lock up. That’s when it’s time to call it and say, ‘OK, let’s get this done.’
What happened post-sale. Did you collect your money and walk away?
Not exactly. I’m not succeeding in finding much downtime.
Post-closing for us, the officers of the company formed a shareholder rep committee, which required infrastructure building in the background, working with SRS Acquiom on setting up and establishing shareholder representative governance structures. We have to monitor the deal with Sarepta. There are earn-outs along the way.