Brainlab (A)
Brainlab (A)
Brainlab (A)
BrainLAB (A)
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Abstract
It was a warm summer day in 1999 at his favourite beer garden in Munich, and Stefan
Vilsmeier had just returned to his native Bavaria from yet another trip to the United
States. In less than ten years, Vilsmeier and his team had taken BrainLAB from a raw
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start-up in a one-room office to being courted by one of the leading medical technology
companies in the world as an acquisition candidate. ‘Courted’ was not exactly the right
Vilsmeier believed could revolutionise medical practice. Since Vilsmeier himself owned
more than 60 percent of BrainLAB’s shares, the decision about whether or not to sell to
Medtronic ultimately fell on his shoulders. At an exorbitant price, Medtronic’s proposal
was nothing to take lightly.
This case was developed with the assistance of the Centre for Scientific Enterprise and the
Foundation for Entrepreneurial Management’s Strategic Partners Network, supported by Baker
& McKenzie, Barclays, Ernst & Young and Lehman Brothers. Portions of this case were
adapted with permission from David Cassack, “BrainLAB: Image Guided Surgery’s Whiz Kids,”
IN VIVO: The Business and Medicine Report, Volume 20, No 1, January 2002.
John W. Mullins, Associate Professor of Management Practice, London Business School, and
Julian Lloyd prepared this case as the basis for class discussion rather than to illustrate either
effective or ineffective handling of an administrative situation. Financial and other data have
been disguised.
case centre Distributed by The Case Centre All rights reserved e [email protected] t +44 (0)1234 750903 or +1 781 236 4510 w www.thecasecentre.org
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By the time he was seventeen, Stefan attached to the head frame could then be
Vilsmeier, a German schoolboy living in precisely adjusted to the three-
Munich, had already become an expert on dimensional co-ordinates, meaning that
software for 3D graphics. He had begun the surgeon could then more accurately
working on a book about graphics for CAD approach the target abnormality.
systems and his research put him in
contact with a number of German A common application was brain biopsies,
universities working on applications for where a probe could be passed through a
what was still a relatively new field. small hole in the skull to sample tissue for
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diagnosis. The technique could also be
After graduation from high school in 1987, used to place electrodes in the deep brain
officials at the University of Vienna to treat movement disorders, such as
contacted Vilsmeier. They had read his Parkinson's disease. Stereotactic
book and thought he could help them with techniques were also at the heart of
some specific 3D visualisation and radiosurgery, where narrow beams – or
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imaging problems that the university’s ‘arcs’ – of radiation emitted by a linear
neurosurgery department was working on. accelerator would be targeted to a
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stereotactics. Here, surgery generally delivering true 3D images and being made
required free-ranging, skilled manual much easier to use. And ultimately, there
operation. had to be a way to broaden the range of
applications served by stereotactic
A New Company Is Born surgery: instead of providing surgeons
with precise co-ordinates for positioning
Soon after reaching the University of fixed-point instruments, software would
Vienna, Stefan Vilsmeier realised that the enable surgeons to move surgical
project he had signed up for was in implements and see, in real time, exactly
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essence a dead end. The project involved where these instruments were in relation
creating software that could turn the 2D to detailed computer-based 3D images.
images produced by CT and MRI Vilsmeier believed this vision was
equipment into 3D models to be used for achievable.
research purposes. In short, the Vienna
project was never intended to create In 1988, his visions for image-guided
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products that could be sold to clinicians. surgery (IGS) were just pipe dreams.
There was neither any demand from
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data and allow the physician to flip through Both produced a range of hardware and
the multiple 2D scan images, set a target integrated systems for radiation surgery
and entry point, visualise in 3D the and supplied medical equipment into a
pathway of the radiation and then range of other surgical applications. With
calculate the arc settings. deep pockets and extensive sales
networks throughout the United States,
“At this point, we were clearly ahead of these companies were relatively well
everyone else in developing this kind of placed to cope with the long sales cycles
software, but we had no distribution,” that characterised the purchase of capital
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commented Vilsmeier. So he and a co- equipment by neurosurgery departments
worker, a fellow software designer, booked in hospitals.
a booth at the 1992 Congress of
Neurological Surgeons in Washington, DC Getting a new product to market meant
and headed off to demonstrate the meeting regulatory requirements in most
software to actual end-users. By then, countries. In the United States, regulatory
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they had run out of money. BrainLAB had requirements were strictly enforced by the
initially been funded by proceeds from US Food and Drug Administration (FDA),
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systems delivered only a cone-shaped For all of these procedures, locating the
beam of radiation to the surgical target, tumour with a great deal of accuracy and
such as a brain tumour, the new BrainLAB enabling the surgeon to precisely observe
m3TM Collimator worked with BrainLAB and control his instruments were critically
software to shape the beam to conform to important issues. Failing to remove the
the actual contours of even an irregularly entirety of a tumour, for example, meant
shaped tumour. This conformal technique that the cancerous condition would not be
meant that all parts of the tumour received eliminated. On the other hand,
a homogeneous dose of radiation while unnecessarily removing healthy brain cells
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nearby areas (such as the optic nerve and could impair one or more bodily functions
other critical structures) received or cause loss of memory. Precision was
essentially none, an outcome that a cone- crucial.
shaped beam simply could not achieve.
The result was enhanced patient safety, Given the importance of neurosurgical
faster procedures for both set-up and challenges like these, a number of medical
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delivery, and improved surgical results. technology companies had been working
to address them through a new technology
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“What if the active markers could be large international companies, and was
replaced with passive markers that would weakly represented in the world’s largest
simply reflect infrared signals,” thought market, the United States. It lacked the
Vilsmeier. “The wires would be eliminated funds and technology to be able to offer
and our software expertise should result in fully integrated systems combining its
more accurate positioning, smoother software with radiosurgery instruments
planning of the surgical procedure, and such as linear accelerators and
better tracking during the surgical collimators, and tended to lose out to
procedure.” companies (such as Varian and
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Radionics) that were able to offer a much
With passive markers, the image wider range – even if their software was
generator would be able to maintain less technologically sophisticated.
precise details of the patient’s location by
having infrared signals ‘bounced’ back to And now with IGS, there was a risk that
it, rather than by having signals emitted the pattern would repeat itself. With its
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from markers connected by wires. This new IGS system, BrainLAB had an
would free the surgeon from any innovative technology, but potentially
get a signal and you have a lot more some ways both a collaborator and a
Copyright encoded A76HM-JUJ9K-PJMN9I
Second, BrainLAB had made only limited “If it’s our vision to build a company that
headway in the radiosurgery market. As a can revolutionise medical practice through
small software design company it had the use of software,” thought Vilsmeier,
been largely unable to break into the “IGS might be the platform on which we
medical equipment market that remained can fulfil our entrepreneurial dreams.”
dominated by capital equipment sales by
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Vilsmeier thought, BrainLAB’s revenues after BrainLAB’s position.
would approach €15 million in its year due
to end in September 1998, with net In June 1999, Stefan Vilsmeier received
income after taxes in the neighbourhood of an unexpected call from an investment
€200,000 (see Exhibit 1).1 It was shaping banker representing Medtronic’s
up as the company’s best year ever. neurosurgical group, a group that had
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Since BrainLAB had never raised any been formed to integrate SNT, Sofamor
significant equity capital, Vilsmeier was Danek, and a couple of other small
Amid all this growth, however, Vilsmeier immediately sought out Joseph
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software engineers and sales and joined the discussion and put his cards on
operations teams, and each with a strong the table. “Look,” he said. “We’re
entrepreneurial founder, each of whom acquiring you. We’ll manage the
thought, “I’m the guy to lead this business.”
business”.
Decision Time
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The third issue was price. Based on its
high-flying stock trading multiples,
The ongoing discussions with Medtronic
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medical practice with our software, and the
applications we had in mind for future
development looked every bit as promising
as those we had already addressed.”
There were also personal perspectives to
be considered. Could Vilsmeier possibly
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report to ‘the food guy’ who knew nothing
about software? Did he want his business
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Sales 15,755
Cost of sales (4,992)
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Operating expenses
Selling and marketing (6,138)
General and administrative (1,831)
Research and development (2,347)
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Operating income 447
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ASSETS
Current assets
Cash and cash equivalents 774
Accounts receivable (trade) 3,919
Other current assets 1,123
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Inventories 779
Prepaid expenses 8
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Intangible assets 36
Shareholders’ equity
Capital subscribed 26
Retained earnings 216
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