When the Scottish economic development agency injected about
$9 million into the biotechnology company Cyclacel last October,
the country's enterprise minister explained that ''there could
not be a more important company for Scotland's future.''
But only two months later, this flag-bearer for Scottish biotechnology
said it would move its headquarters to Short Hills, N.J., and
merge with a publicly traded American company.
Cyclacel executives say there was no slight intended to Scotland.
''The issue was one of access to the capital markets of the
United States,'' Spiro Rombotis, Cyclacel's chief executive,
said in a recent interview. Only American investors, he said,
could supply the tens of millions of dollars needed to carry
the company's cancer drugs through clinical trials.
Cyclacel is not alone among European biotechnology companies
that consider their science second to none, while conceding
the superiority of American financial markets. From European
countries including Denmark, France and Germany -- and from
Australia and New Zealand, too -- a number of biotechnology
companies have come to America, in name at least, for greater
access to the world's largest investment pool for life sciences.
Some also say the United States is a more lucrative market
for the drugs they are developing.
The migration trend suggests that money, not molecules, could
become the United States' main competitive advantage in biotechnology,
a field that is potentially one of the 21st century's premier
global industries.
Most of the migrating companies are setting up only small
corporate and business offices in the United States, while
leaving their scientists back in their home countries. Cyclacel's
65 researchers, for example, remain in Dundee, Scotland, and
Cambridge, England, where they have strong ties to local academic
communities. Salaries for scientists are not lower in Britain,
Mr. Rombotis said, but the company's research is subsidized
by the Scottish government.
The United States has long been the biotechnology world's
leader and remains so. But when it comes to spinning science
into start-ups, other countries have caught up. Europe now
has 1,613 biotech companies, more than the 1,415 in the United
States, according to Ernst & Young. A decade ago, Europe
had only 584 such companies, compared with 1,308 in the United
States.
The European companies, though, are typically smaller than
their American counterparts -- 45 employees on average, compared
with 96 here, according to Critical I, a British consulting
firm. More crucially, they often lack the capital to get beyond
the early stages of research and development. Last year, biotechnology
companies raised only $3.3 billion in Europe, compared with
$16 billion in the United States, according to BioCentury,
an industry newsletter.
American companies on average also spend 3 times as much on
R.& D. and have access to 10 times as much debt financing
as their European counterparts, according to a Critical I report
released in May by EuropaBio, a trade group based in Brussels.
Compared with Europe, it is also much easier for public companies
in the United States to raise additional money, through secondary
stock offerings or private placements.
Thus the wave of immigrant companies, like the BioVex Group,
which was founded near Oxford, England, but moved its headquarters
to Cambridge, Mass., last year because it had begun clinical
trials of its cancer treatment in the United States and also
wanted better access to capital. Although its scientists remain
in Britain, BioVex recently used its American base to file
for an initial public stock offering on Nasdaq.
Some of the foreign companies intent on a Nasdaq listing have
sidestepped an I.P.O. by doing a reverse merger with an American
company that has already gone public -- in some cases a biotechnology
company that has foundered.
That is what Cyclacel did. It agreed last December to be nominally
acquired by Xcyte Therapies of Seattle, although Cyclacel is
now the name of the company and the entity in charge. Cyclacel
then took advantage of its adopted Nasdaq listing by raising
an additional $45 million in April through a private placement
of stock and warrants.
Similarly IDM, a French drug developer, completed a reverse
merger last August to acquire the Nasdaq listing of Epimmune.
IDM is now based in Irvine, Calif., although its research operation
and most of its employees remain in France.
Likewise the German company Micromet now has a Nasdaq listing
and a base of operations in Carlsbad, Calif., after reverse-merging
in May with CancerVax. Most of its operations are still back
in the home country.
In May, a company started by venture capitalists in Denmark
to develop a drug for osteoporosis went public through a reverse
merger with an American shell company, Castle & Morgan
Holdings. It then raised $10 million in a private placement,
mainly from American investors. Originally called Nordic Bone,
the drug company is now based in San Francisco and has a more
cosmopolitan name, Osteologix.
There may be limits, though, to the immigration trend.
Industry executives say it has become more difficult than
in the past for very young companies to go public on the Nasdaq.
A company now usually needs to have drugs at least close to
reaching the market before it can be listed. And some small
companies say it can be too costly to comply with the financial
controls that the Sarbanes-Oxley Act, passed in 2002, has imposed
on public companies.
Last year for the first time, the number of biotechnology
companies going public in Europe -- 23 -- surpassed the number
in the United States, 13, according to Ernst & Young. This
year, two American companies have even gone public on the Alternative
Investment Market in London instead of in the United States,
although neither has moved its headquarters to London.
One of them, Entelos, a Foster City, Calif., developer of
computer simulations of diseases, raised about $20 million
in the London market. The other Aqua Bounty, a Waltham, Mass.,
company trying to win approval in the United States for a genetically
engineered salmon, raised about $35 million in London.
''I have trouble raising money in the States, and yet you
can raise money on a transgenic fish in a place where they'd
never allow it,'' said Elliot Entis, the chief executive of
Aqua Bounty, referring to opposition to genetically modified
foods in Europe.
Asterand, a supplier of tissue samples for pharmaceutical
research, did a reverse merger with a publicly traded British
company in December to gain a listing in London, even though
most of Asterand's operations remain in Detroit.
''The cost of being a U.K. public company is significantly
lower'' than in the United States, said Randal Charlton, the
chief executive.
Another limiting factor to the immigration trend is that big
American investors are increasingly placing some of their financial
bets abroad.
''Today you do not need to be listed on Nasdaq,'' said Wolfgang
Sohngen, chief executive of Paion, a German company traded
on the Frankfurt Stock Exchange. ''Sophisticated investors
invest globally.''
Paion, which is developing a stroke drug derived from vampire
bat saliva, recently raised 9.44 million Euros in a private
stock offering. Among the investors were J. P. Morgan Proprietary
Equities of New York and Xmark Opportunity Fund of Stamford,
Conn.
There are also logistical challenges in coming to America.
Oxxon Therapeutics, a British company, moved its headquarters
to Boston two years ago but has since moved back. ''It's extremely
difficult to manage small operations on both sides of the Atlantic,''
said Craig R. Smith, Oxxon's chairman.
Yet, for many overseas biotech companies, an American address
still seems the best bet for raising money. That is especially
so for companies from Australia and New Zealand, which suffer
not only from small capital markets in their home countries
but isolation from the pharmaceutical mainstream.
When Dianna L. DeVore was chief operating officer of the Australian
Stem Cell Center, a government-backed organization, she trumpeted
Australia as a leader in the development of regenerative medicine.
But now that Ms. DeVore is starting a company, Jiva Biosciences,
to commercialize technology developed by research institutes
in Melbourne, she is exploring locations in California for
her headquarters.
Jiva will do its research in Australia, working on drugs to
stimulate tissue repair. But Ms. DeVore, an American, says
a California headquarters will give the company access to people
experienced in bringing drugs to market, a bigger pool of investors
and potential access to the state's planned $3 billion in public
spending on stem cell research.
Protemix, a privately held New Zealand company, is setting
up its headquarters in San Diego with an eye toward eventually
going public. But research will stay in New Zealand, said Larry
K. Ellingson, the chief executive. With the New Zealand government
subsidizing the research ''we just can't afford to move it,''
he said.
When foreign companies do establish an American beachhead,
reaction back home can vary. Some biotechnology boosters in
Europe have used the moves to argue that additional tax incentives
or other support is needed for European companies.
Some companies, like the British transplant Domantis, argue
that having financial and commercial operations in the United
States actually benefits the home country by funneling money
back to the local economy.
''I think there are a lot of people in the U.K. who think
this is an ideal way to exploit the innovation from the U.K.,''
said Bob Connelly, the chief executive of Domantis, which is
based in Waltham, Mass. Although started by scientists in Cambridge,
England, in 2000, the company planned from the outset to base
its chief executive and a few other officers in the United
States.
In Scotland, meanwhile, Cyclacel's expatriation did raise
eyebrows. But Scottish Enterprise, the government-backed economic
development agency that gave Cyclacel the $9 million, put the
best face on the situation. It noted that the company's research
was staying in Scotland, as it must do until 2010 under the
terms of the agreement for the cash infusion.
''We are delighted to see a Scottish company like Cyclacel
internationalize in this way,'' Kate Friel, a spokeswoman for
Scottish Enterprise, said in a statement sent by e-mail. ''We
believe that this move has also enhanced Scotland's global
reputation for scientific discovery and exploitation.''