
Omnicell is a publicly traded healthcare technology company (NASDAQ: OMCL) focused on pharmacy automation and medication management solutions for health systems and pharmacies. The company serves hospitals, health systems, and retail pharmacy customers with hardware, software, and services designed to improve medication safety and supply chain efficiency.
Tomer Stavitsky
Tomer Stavitsky is Senior Vice President and Chief Corporate Development Officer at Omnicell (NASDAQ: OMCL), where he leads corporate development and M&A strategy. He brings 15+ years of experience across healthcare, MedTech, digital health, AI, strategy, partnerships, and international M&A, with prior roles at Johnson & Johnson, Pfizer, Intuitive Surgical, ConvaTec, Ginkgo Bioworks, and Allurion. He has appeared on M&A Science to discuss M&A governance, deal teams, steering committees, and leading a deal from diligence through integration.
Episode Transcript
Background and Career Path
I've been in the corporate development deal-making space for almost 20 years. I started my path in investment banking and consulting at BDO, then decided to switch to the industry side, focusing specifically on healthcare deal-making. That meant M&A, investments, strategic partnerships, joint ventures, and everything in between.
I started with Pfizer and J&J, then moved to ConvaTec, gradually growing through the ranks and gaining more experience. After that came Intuitive Surgical, where I led corporate development for the digital business unit, followed by stints at smaller companies including Ginkgo Bioworks and Alerting Technologies.
I then spent over a year doing independent consulting, essentially acting as a fractional corporate development resource for startups and small companies. That period was actually very helpful. Working directly with entrepreneurs gave me a completely different vantage point on deal dynamics. I got to see how founders think about selling their company, how much they're willing to invest in a partnership with a large company, and what they actually expect to get from it.
Entrepreneurs want to move fast. Large companies typically want to move slow. Learning to be a bridge between those two worlds added a lot to everything I'd built before.
After that period, I came across Omnicell, a very interesting company in the pharmacy automation space. There were a lot of opportunities there, and I was glad to take the helm of the corporate development function, build it up, and start looking for growth opportunities.
Rebuilding a Corporate Development Function
There are really a couple of different scenarios you can walk into. One is where the company has done deals in the past, had a full governance process, then slowed down to a skeleton crew, and now wants to restart. You come in and have to pick up the pieces, understand the institutional history, and rebuild toward an effective new process.
The other scenario is where the company has never done inorganic deal-making at all, so you're truly building from scratch.
I go back and forth on which is actually harder. The rebuild might be more challenging, because people remember how things were done before. Certain functions still carry that collective memory. But when there's been turnover, say, a new person in legal, a new person in commercial, a new person in product, you have these gaps. You have the memory in some places and a vacuum in others, and connecting them is genuinely difficult.
The framework starts with assessing which functions actually matter for deal-making, and recognizing that the answer is different depending on the deal type. The people involved in a partnership aren't necessarily the same people you need for an M&A. Once you've made that inventory, you have honest conversations with each stakeholder. You figure out where they are in the learning curve, and then you guide them. You don't dictate. You coach, you mentor, you bring them along.
In the early stages of building or rebuilding, you're playing multiple roles at once. You're not just managing deals, you're building the inorganic strategy, building the process, and managing up, down, and sideways at the same time. For every person involved, you're explaining what's in it for them, what to watch out for, and what we're trying to achieve together. You have to sell everyone on the vision. People don't always have extra bandwidth, and building this kind of function creates real growing pains. Some people push back. Some don't say what they should. Some don't even know they need to contribute something specific until you draw it out of them. The process evolves with every iteration.
Aligning Stakeholders on Inorganic Strategy
My approach to strategy is to start by understanding what the company has done historically, and then ask everyone in the organization for their perspective on where things should go. That includes board members, the CEO, the CTO, the CPO, whoever the relevant functions are. What you find is usually one of a few things. Everyone could be aligned and saying the right thing, and it's actually working. Everyone could be aligned, but the company still isn't performing well. Or, most interestingly, you find that everyone has a fundamentally different understanding of what the strategy is, was, or needs to be.
That third scenario is where the real work begins. Corporate development, when it's functioning well, sits at the center of everything. It has a unique vantage point: you're looking at the company's actual performance, comparing it against competitors, looking at the market, reading what people are saying on LinkedIn and Glassdoor, analyzing where the innovation is happening, and building a cohesive, honest picture. That picture covers not just inorganic opportunities but the organic portfolio too. Where are the gaps? What do competitors do that we don't? Where do we need to build, partner, or buy?
As you're doing that analysis, you also need to keep motivating people. This kind of work is uncomfortable. You're sometimes walking into rooms and telling people that the way they've been thinking about their market isn't working. That's not easy to hear. So you have to couple the honest diagnosis with a compelling vision, and you have to be realistic at every step. Garbage in, garbage out. If you let optimism override the data, you'll build a strategy on a flawed foundation.
The Partner First Approach Explained
The partner first approach doesn't fit every situation. There are times when you know clearly that you want to acquire a company, and you pursue it directly. There are times when you simply want a vendor relationship. But there is a specific set of circumstances where starting with a partnership is the most strategic path forward.
Think about a situation where you've identified a company you want to acquire, but they're not ready to be acquired yet. Maybe they're a small startup and you don't want to dilute your earnings by consolidating them too early. Maybe you're not yet confident in their technology. Maybe they're PE-owned and the fund is in year three of a five or six year hold, so the owners aren't ready to sell without an outsized premium. In any of those cases, rather than walking away or overpaying, you engage in a parallel track. You're open about it. You tell them: we see real synergies here, we understand you're not ready to be acquired, we might have interest in doing that transaction eventually, but let's prove out value first.
You define the timeframe together. You define the use cases together. You start with something where you can demonstrate value relatively quickly, ideally within six to twelve months. The goal of the whole exercise is to get both the target team and the ownership group to naturally arrive at the conclusion that these two companies belong together. Instead of you chasing the acquisition, you want them coming to you. In some cases you can negotiate a right of first refusal, which gives you the option to buy the company or a meaningful stake in it if someone else comes along wanting to acquire or invest.
This is a very surgical approach. You're not deploying it broadly. You come to each situation with an open mind, diagnose it, and then decide which tool is appropriate. More often than not, I find that companies divide the functions too cleanly. There's an M&A team, an investments team, and a separate partnerships function managed by someone else entirely. When you bring those together and think holistically, you maximize your chances of actually completing the deals you want to complete.
When to Partner vs. When to Acquire
Aside from the target's readiness and the ownership structure, you also have to consider the internal dynamics of your own company. Is your organization ready to actually absorb an acquisition right now? Maybe leadership is distracted by a major product launch. Maybe there have been significant personnel changes. Maybe the integration function barely exists, or it's being done part-time by someone already stretched thin. In those cases, a partnership gives you the relationship and the optionality without requiring the full infrastructure of an acquisition.
The corporate development role is fundamentally about assessing both sides of that equation simultaneously, and then presenting the options clearly to internal stakeholders. It's not about who has the loudest voice in the room. It's about laying out the options and making the decision that's best for the company and fair to the target.
Managing Multiple Targets Simultaneously
Ideally, you always want to be keeping two to three targets warm at any given time. What happens too often is that a team gets very excited about one company, goes deep in diligence, spends six to twelve months on the process, and then the deal falls apart for whatever reason. Now they're back at the drawing board. And when they go back to the other companies they had on the list a year earlier, some are no longer available. Some have lost interest. Some have gone bankrupt. Some are still there, but the window has narrowed.
In an ecosystem context, say you're a medical device company inviting partners into your platform, you can often run multiple parallel engagements. For areas where the solution is more generic or commoditized, you might not commit to anyone. You let a variety of players participate. But for areas where the technology is highly specific and critical to your strategy, you probably need to commit. You don't necessarily need to tell the others you've committed to someone. The right level of disclosure depends on the stage. In development, you want to keep your options open because things can still fail. Once you see real commercial traction, it may be time to be more direct with the other parties.
Using Exclusivity as a Strategic Tool
If a particular capability is critical to your strategy, you want exclusivity, and you need to be willing to pay for it in some form. The other side is going to want something in return, usually a volume commitment. Large companies typically try to avoid committing to specific volumes, preferring to pay for exclusivity through development funds. But there are situations where you can make a concrete commitment: a defined number of units or transactions per year at a set price, with a cure period built in if you fall short. If you don't cure within that window, the arrangement shifts to non-exclusive. The partnership doesn't end; it just means the other party can now also work with your competitors. That's the trade-off.
Keeping Integration Thinking Active During Partnerships
One of the things I've found important in these partner-to-acquire situations is keeping an integration mindset active throughout the partnership, not just at the point of acquisition. Once a deal goes operational, it tends to get handed off entirely to the business. The corporate development person steps back. And that's where things can quietly drift.
What I try to do is stay connected to these deals even after they become operational, serving as an escalation point when things stall. If the financial system isn't capturing data correctly, I'll escalate to finance. If the technical integration is lagging, I'll pull in the chief product officer. The people executing on the operational level don't always keep the acquisition thesis in mind.
They're focused on their piece of it. If no one is actively connecting the dots back to the original intent, the partnership can underdeliver on what it was supposed to prove out.
Corporate development doesn't have the bandwidth to be deeply embedded in every partnership or investment. So a practical model is for the corp dev function to coach and mentor the people who are acting as integration leads or project managers in these deals, injecting the big picture thinking periodically and making sure the signals being transmitted to the outside world are consistent with where you're ultimately trying to go.
How Much to Disclose to the Target
My instinct is to be fairly forthcoming with the target, especially when they're an early-stage company. Not every detail, because there's a lot that's confidential, but enough to give them the honest picture. I'll explain what we're building toward, where we see them fitting in, and what we think it could mean for both sides. If they want to be acquired, I'm direct about what we need to see before that becomes possible: technology validation, market adoption, revenue growth, proof of scale. I walk through the milestones with them. The process between here and there is something we build together.
Navigating PE and VC Ownership in a Partnership
You do maintain dialogue with all parties, but the conversation looks different depending on who you're talking to. With the target company's team, the dialogue is detailed and operational. You're tracking the partnership day to day, serving as an escalation point, and keeping people aligned on the purpose behind what they're executing.
With the PE or VC owners, the conversation is higher level. You're aligning on whether they're supportive of an eventual acquisition, monitoring progress at a strategic level, and building them into your timeline.
One important nuance is that you have to be transparent about who you're talking to and what you're saying. People will start to wonder if you're saying one thing to the owners and something different to the leadership. You need to make sure the information is flowing appropriately between those groups, and that there are moments where all parties are in the room together. The orchestration is as important as the substance.
With the CEO of the target specifically, you calibrate slightly differently than you would with the PE owners. You're not going to start talking about exit multiples and fund returns with the CEO early on. You typically work through those conversations with the owners first, and then bring the leadership team in as it becomes appropriate.
A Real-World Partner to Acquire Example
At one of my previous employers, we identified a software company that had four potential use cases relevant to our market. After initial analysis, we saw good adoption in one of those four areas. But that particular use case wasn't what we cared about most. The three remaining use cases were the ones that directly filled technology gaps for us and created a clear line to competitive growth and better customer outcomes. The first use case was more of an adjacency. Buying the company at that point would have meant paying for a lot of capability we didn't actually need, and there was no viable buyer for that piece of the business if we'd tried to carve it out.
So we mapped out a partnership instead. We built a financial model, sized the opportunity, and identified that we could go directly to our hospital customers and sell their product as-is, without deep technical integration. We started there, and then layered in a lighter integration that added more value without locking us in. That integration had a SaaS component, so we were actually charging for it, which helped validate the commercial thesis.
Over about a year and a half, we proved out both the commercial success and the technical integration. I stayed close to the deal throughout that period, escalating issues when needed, keeping the team focused on the acquisition thesis, and making sure we weren't just executing for the current stage while losing sight of where this was supposed to go.
We had also negotiated a right of first refusal. That ended up being critical because the situation became competitive: another company came in wanting to acquire the whole business. We looked at whether we could carve out just the three use cases that mattered to us, but it wasn't practical or in anyone's interest. So we made a bid and acquired the whole company. It worked well. And the reason it worked is because the corporate development function never fully stepped away during the partnership phase.
Common Mistakes When Converting a Partnership to an Acquisition
The most common mistake is moving too early. You can find situations where someone with real influence in the business looks at early adoption data from a small set of customers and decides that's enough proof to pull the trigger on acquisition. Maybe the original plan called for 18 months of validation, but at the six-month mark, someone is already convinced. The sample set is small, the process is incomplete, and the confidence is disproportionate to the evidence. People with loud voices can make decisions happen before they should in any organization. It's just the reality of how businesses work.
The antidote is designing the proof-of-concept process rigorously at the beginning. Define what sufficient scale looks like. Define the customer base you need to reach. Define the milestones that actually justify the acquisition decision, and commit to them. It's not about waiting forever. It's about making sure the decision is based on real evidence rather than enthusiasm.
Applying the Partner First Model to AI and Emerging Tech
When I think about applying this model to the current environment, especially around AI, the same principles hold. Before you commit to partnering or acquiring any company in a hype cycle, you need to be genuinely confident that the technology is what you think it is, that the product has a path beyond its current version, and that the company has a defensible market position. It's not just about what the chief revenue officer or the CTO says. You need to stress-test the thesis from every angle.
Go back and model out the realistic trajectory. Can this company build version two, version three, version four? Are they a current-version-only solution, or do they have the team and architecture to evolve? What happens to the go-to-market if you integrate them into your channels? What needs to be fixed that people aren't fully acknowledging?
Execution risk is often underestimated because teams aren't honest with themselves about how broken certain parts of the target actually are. If the go-to-market is broken, or the software architecture needs to be rebuilt from scratch, that has to be priced into the decision before you commit.
The large platforms can afford to move fast and make mistakes. They have the balance sheet, the tolerance for write-offs, and the strategic necessity to stay competitive in table-stakes races. For smaller companies, a misaligned acquisition can be a defining setback. So the rigor has to match the stakes.
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