I. COMPLETED MERGERS AND ACQUISITIONS |
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Company Acquired** (Country; Symbol) | Acquired By Or Merged With (Country; Symbol) | Date Announced | Date Completed | Value (M)*** | Terms/Details |
Agritope Inc. (AGTO) | Exelixis Inc. (EXEL) | 9/10 | 12/8 | $31 | Exelixis acquired Agritope by issuing 1.7M shares, which at the Dec. 8 opening stock price comes to about $31M; Agritope will be renamed Exelixis Plant Sciences Inc. and will be a wholly owned subsidiary of Exelixis |
Aquila Biopharmaceuticals Inc. (AQLA) | Antigenics Inc. (AGEN) | 8/21 | 11/17 | $40 | Antigenics issued about 2.5M shares to acquire Aquila, or about 9 percent of the company; Aquila will operate as a wholly owned subsidiary of Antigenics |
Auxein Corp.* | Mycotech Corp.* | 1/8 | 1/8 | ND | The companies merged to form Emerald BioAgriculture Corp., which will focus on the development, manufacture and marketing of natural crop-protection and yield-enhancement products |
Bartels Inc.* (unit of Intracel Corp.) | Trinity Biotech plc (Ireland; TRIB) | 12/18 | 12/18 | $9.3 | Trinity acquired Bartels, a division of Intracel Corp., for $3.2M in stock and $6.1M in cash |
Biomatrix Inc. (NYSE:BXM) | Genzyme Corp. (GENZ) | 10/27 | 12/19 | $259 (Market capitalization as of 2/20) | Genzyme and Biomatrix formed Genzyme Biosurgery (GZBX), which has about 37M shares outstanding; holders of Genzyme Tissue Repair stock received 0.3352 of a share of Genzyme Biosurgery stock, and holders of Genzyme Surgical Products stock received 0.6060 of a share of Genzyme Biosurgery stock, for each share of their stock |
bioMerieux Group (France) | Pierre Fabre Group (France) | 9/20 | 1/1 | ND | The combined bioMerieux-Pierre Fabre Group is owned equally by the two founding groups, combining diagnostics and therapeutics and controlling the entire research and development process |
Biomune Systems Inc. (OTC BB:BIME) | Donlar Corp.* | 8/16 | 1/19 | $5.8 (Biomune's market capitalization) | Companies agreed to combine their businesses; Donlar owns about 96% of Biomune, with the entailing company operating under the Donlar name |
Bradford Particle Design plc* | Inhale Therapeutic Systems Inc. (INHL) | 12/21 | 1/9 | $200 | Inhale acquired Bradford for $200M; the offer is $180M in newly issued Inhale stock and $20M in cash; the offer involves about 3.7M shares |
Bunsen Rush Laboratories Inc.* | Arena Pharmaceuticals Inc. (ARNA) | 12/27 | 2/20 | $15 | Arena acquired all of the outstanding capital stock of Bunsen Rush in an all-cash transaction for $15M |
Cambridge NeuroScience Inc. (UK; OTC BB: CNSI) | CeNeS Pharmaceuticals plc (UK; LSE:CEN) | 5/23 | 12/18 | ND | CeNeS Pharmaceuticals and Cambridge NeuroScience merged with CeNeS issuing 42.6M shares |
Camitro Corp.* | ArQule Inc. (ARQL) | 1/16 | 2/1 | $95 | ArQule acquired Camitro for 3.4M shares, or about $95M |
Cellmark Diagnostics (subsidiary of AstraZeneca plc) | Orchid BioSciences Inc. (ORCH) | 2/12 | 2/12 | ND | Orchid acquired Cellmark for an undisclosed amount |
Chesapeake Biological Laboratories Inc. (Canada; CBLI) | Cangene Corp. (Canada; TSE:CNJ) | 10/30 | 1/4 | $31.3 | Cangene said its tender offer to purchase all of the outstanding shares of Chesapeake expired 1/3; it has tendered more than 6.8M shares, 93% of the company; shareholders who did not tender their shares will receive $4.60 per share, net to the stockholder in cash |
CliniChem Development Inc.* | BioChem Pharma Inc. (Canada; BCHE; TSE:BCH) | 10/26 | 12/18 | $32.9 | Biochem Pharma completeded its purchase of the outstanding shares of CliniChem, paying C$18.43 (US$12.129) per share |
Collaborative BioAlliance Inc.* (unit of The Collaborative Group Ltd. | The Dow Chemical Co. (NYSE:DOW) | 10/20 | 11/21 | ND | Dow acquired The Collaborative Group's Biotechnology Services Division, including all assets of Collaborative BioAlliance and Collaborative Smithfield Corp. |
Coulter Pharmaceutical Inc. (CLTR) | Corixa Corp. (CRXA) | 10/16 | 12/22 | $570 | Corixa acquired all outstanding shares of Coulter in exchange for shares of Corixa valued at $570M; the purchase price is based on a fixed exchange ratio of 1.003 shares of Corixa common stock for each share of Coulter common stock outstanding |
Crescendo Pharmaceuticals Corp. (CNDO) | ALZA Corp. (NYSE:AZA) | 10/2 | 11/13 | $100 | ALZA exercised its option to acquire all outstanding Class A Crescendo common stock; Crescendo stockholders will receive about $20.27 per share in cash |
CytoGenesis Inc.* | BresaGen Ltd. (Australia;AMEX:BGN) | 8/29 | 11/17 | ND | BresaGen issued about 7M shares and 2M options |
Fielding Pharmaceutical Co.* | Novavax Inc. (AMEX:NOX) | 10/5 | 12/21 | $31.5 | Novavax acquired 100% of the outstanding Fielding shares, paying $13M in cash and the remainder in shares of common stock; Fielding now is a wholly owned subsidiary |
GelTex Pharmaceuticals Inc. (GELX) | Genzyme Corp. (GENZ) | 11/1 | 12/14 | $1B | Genzyme completed its acquisition of GelTex by issuing shareholders $22.59 in cash and .3818 of a share of Genzyme General for each share of GelTex |
GeneFormatics Inc.* | Structure Function Genomics LLC* | 1/16 | 1/16 | ND | Companies merged; details were ND |
Genetic Solutions Pty. Ltd.* (Australia) | GenomicFX LP* | 2/2 | 2/2 | ND | GenomicFX acquired the livestock genomics company Genetic Solutions |
IGT Pharma Inc. (Canada; CDNX:IGT) | NTB Neurotrophic BioScience Inc.* (Canada) | 10/29 | 2/19 | US$9 | IGT issued 10.734M shares to acquire all of the outstanding shares of Neurotrophic in a merger of equals; the companies will become Prescient NeuroPharma Inc. < /TD> |
Immune Complex Corp.* | EVAX Technologies AG* (Germany) | 12/18 | 12/18 | ND | EVAX acquired Immune Complex; EVAX will change its name to Apovia AG, and ICC will become Apovia Inc. |
Kinetix Pharmaceuticals Inc.* | Amgen Inc. (AMGN) | 10/16 | 12/15 | $170 | Amgen acquired Kinetix for $170M in stock |
MAII Holdings Inc. (MAII) | ICN Pharmaceuticals Inc. (NYSE:ICN) | 1/3 | 1/3 | $14.4 | ICN acquired MAII Holdings, formerly Medical Alliance Inc., for $14.4M in cash |
Medicomp Inc.* and Telemedical Procedures LLC* | United Therapeutics Corp. (UTHR) | 12/28 | 12/28 | $11.6 | United Therapeutics paid $8M in cash and issued about 260,000 shares, valued at about $3.6M |
Megan Health Inc.* | Avant Immunotherapeutics Inc. (AVAN) | 11/21 | 12/4 | $18 | Avant issued 1.9M shares to Megan's shareholders; Avant has 57M shares outstanding |
Mitoscan Corp.* | Harvard Bioscience Inc. (HBIO) | 12/28 | 12/28 | $0.3 | Harvard Bioscience acquired Mitoscan for up-front payments of $300,000, additional contingent payments and royalty payments based on future sales |
Moldyn Inc.* | Structural Bioinformatics Inc.* | 12/5 | 12/5 | ND | Structural Bioinformatics acquired Moldyn for an undisclosed amount |
Molecular BioSystems Inc. (OTC BB:MBIO) | Alliance Pharmaceutical Corp. (ALLP) | 10/11 | 1/3 | $6.16 | Alliance acquired all shares of Molecular Biosystems in exchange for 770,000 shares of Alliance stock, with Molecular becoming a wholly owned subsidiary; at the Jan. 3, 2001, opening stock price of $8, the deal is valued at $6.16M |
Mycota Biosciences Inc.* (Canada) | Elitra Pharmaceuticals Inc.* | 10/11 | 12/8 | $19.34 | Elitra issued 5.95M shares to acquire Mycota, which will continue as a wholly owned subsidiary of Elitra |
Neomorphic Inc.* | Affymetrix Inc. (AFFX) | 10/2 | 10/31 | $70 | Affymetrix issued about 1.4M shares of its stock in exchange for all outstanding Neomorphic shares and options |
NeuroVir Therapeutics Inc.* | MediGene AG (Germany; Neuer Markt:MDG) | 11/9 | 1/12 | $77 | MediGene acquired NeuroVir in an allstock deal valued at about $77M |
New Chemical Entities Inc.* | Albany Molecular Research Inc. (AMRI) | 12/19 | 1/25 | $22.4 | AMRI acquired NCE for $22.4M and assumed about $600,000 in outstanding debt |
Ophidian Pharmaceuticals Inc. (OTC BB:OPHD) | Promega Corp.* | 9/5 | 11/16 | $70 | Promega assumed $2M of Ophidian debt obligations, real estate lease obligations and paid $1.2M to Ophidian, plus up to $250,000 90 days after the closing, depending upon certain post-closing factors; Promega also acquired Ophidian's portfolio of patents and other intellectual property |
Software business of Oxford Molecular Group plc (UK; LSE:OMG) | Pharmacopeia Inc. (PCOP) | 8/9 | 9/6 | $27 | Pharmacopeia purchased the business for $27M, consisting of cash and the assumption of certain liabilities; the acquisition was accounted for as a purchase |
Oxford Asymmetry International plc (LSE:OAI) | Evotec BioSystems AG (Germany; Neuer Markt:EVT) | 7/31 | 12/1 | #316 (US$475) | OAI shareholders received 0.1287 Evotec shares for each OAI share held; the offer values OAI at 722 pence per share, a premium of approximately 46 percent; OAI shareholders own about 31 percent of the merged company |
Oy Quattrogene Ltd.* (formerly Medigene Oy; Finland) | Eurogene Ltd.* (UK) | 1/26 | 1/26 | ND | Eurogene acquired gene therapy company Oy in an all-stock transaction; the merged business will be called Ark Therapeutics Ltd. |
Pathology Associates International Corp. (unit of Science Applications International Corp.) | Charles River Laboratories International Inc. (NYSE:CRL) | 12/21 | 1/9 | $37 | Charles River completed its acquisition of Pathology Associates for $25M in cash and a $12M convertible note |
Permatec Holding AG* (Switzerland) | Medi-Ject Corp. (MEDJ) | 1/30 | 1/30 | $14 | Medi-Ject issued 2.9M shares of common stock in exchange for the outstanding stock of Permatec, a drug delivery company |
Pharma-G Inc.* | Theratechnologies Inc. (Canada; TSE:TH) | 9/26 | 10/4 | C$7.5 (US$5) | Theratechnologies issued half a million shares at C$15 each |
PPGx Inc.* | DNA Sciences Inc.* | 12/18 | 12/00 | ND | DNA Sciences acquired PPGx by issuing preferred stock to PPD Inc. and Axys Pharmaceuticals Inc., in exchange for all outstanding capital stock and options in PPGx |
Protana A/S* (Denmark) | MDS Proteomics (subsidiary of MDS Inc.; Canada; TSE:MDS) | 9/21 | 4Q:00 | ND | MDS acquired the remaining 50% of MDS Protana in exchange for MDS Proteomics' shares |
Proteome Inc.* | Incyte Genomics Inc. (INCY) | 12/21 | 12/29 | $77 | Incyte paid $77M in a combination of cash and equity, in exchange for all of Proteome's outstanding capital stock |
Symphar SA* (Switzerland) | Ilex Oncology Inc. (ILXO) | 2/14 | 2/14 | $30 | Ilex bought out Symphar for $30M in equal amounts of cash and stock |
Synthetic Genetics* | Epoch Biosciences Inc. (EBIO) | 11/21 | 11/21 | $3.1 | Epoch acquired Synthetic Genetics from the Immune Complex Corp. for $3.1M in cash |
Systems Integration Drug Discovery Co. Inc.* | Discovery Partners International Inc. (DPII) | 12/21 | 1/01 | ND | Discovery Partners purchased Systems Integration |
II. PENDING MERGERS AND ACQUISITIONS |
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Company To Be Acquired** (Country; Symbol) | Acquiring Company (Country; Symbol) | Date Announced | Expected Completion | Value (M)*** | Terms/Details |
BioChem Pharma Inc. (Canada; BCHM) | Shire Pharmaceuticals | 12/11 | 2Q:01 | $4B | BioChem shareholders will get $37 worth of Shire consideration shares per BioChem share, provided the average closing price of a Shire American Depository Share is between $47.20 and $70.80 during a 15-trading day period |
Canberra Industries (Unit of Packard BioScience Co.; PBSC) | Cogema* (France) | 11/29 | 1Q:01 | $170 | Packard agreed to sell Canberra to Cogema for $170M; Canberra will remain at its Connecticut headquarters under the existing management |
Cooke Pharma Inc.* | United Therapeutics Corp. (UTHR) | 12/18 | 1Q:01E | $4.7 | United's subsidiary, Unither Pharmaceuticals Inc., is acquiring all the assets of Cooke Pharma for 300,000 shares of stock, which were valued at $4.7M as of Dec. 18 |
Cytomatrix LLC* | Select Therapeutics Inc. (OTC BB:SLPU) | 7/30 | 1Q:02E | ND | Select can acquire Cytomatrix in a tax-free exchange of shares from Feb. 1, 2002, to July 31, 2002 |
Eligix Inc.* | BioTransplant Inc. (BTRN) | 12/11 | 1Q:01 | $55 | BioTransplant will issue 6.6M shares of its common stock to Eligix shareholders |
Epigenomics AG* (Germany) | ORCA Biosciences Inc.* | 12/18 | 1Q:01 | ND | Epigenomics said it will merge with ORCA and the transaction has been approved by both companies' board of directors |
Fundamental Forces Corp.* | Genomic Solutions Inc. (GNSL) | 10/19 | 2Q:01 | ND | Genomic Solutions said it signed a six-month option agreement to purchase all outstanding shares of Fundamental, in exchange for stock and cash |
PanVera Corp.* | Aurora Biosciences Corp. (ABSC) | 11/17 | 1Q:01E | $86 | PanVera stockholders will receive about 1.34 shares of Aurora stock for each share of PanVera stock, and Aurora will issue a total of 1.9M shares |
Periodontix Inc.* | Demegen Inc. (OTC BB:DBOT) | 2/9 | 6/01E | ND | Demegen plans to acquire Periodontix through an initial payment and a second payment in April; the acquisition should be completed by mid-year |
Primedica Corp. (unit of Genzyme Transgenics Corp.; GZTC) | Charles River Laboratories International Inc. (NYSE:CRL) | 2/7 | ND | $52 | Charles River will make a $26M cash payment to GTC, offer $16.5M in restricted stock and assume $9.5M in debt for the acquisition of Primedica |
ProBio Inc.* | Pharming Group NV (the Netherlands; Easdaq:PHAR) | 11/28 | 1Q:01 | $8 | Pharming will issue ordinary shares for US$4M and will make milestone payments of US$4M to ProBio shareholders over the next two years; the acquisition is conditional upon Pharming raising funds to support ProBio's operational expenses |
RGS Genome Inc.* (Canada) | Xenon Genetics Inc.* | 11/16 | 11/00 | ND | Xenon signed a deal to buy out RGS for an undisclosed amount |
Trega Biosciences Inc. (TRGA) | LION bioscience AG (Germany; LEON) | 12/27 | 3/01 | $35 | LION has agreed to acquire Trega in exchange for LION American depositary shares at $1.35 per share |
Virco Group NV* (Belgium) | Tibotec Group NV* (Belgium) | 1/19 | ND | ND | The companies will merge; financial terms were ND |
Xenova Group plc (UK; XNVA) | Cantab Pharmaceuticals plc (UK; CNTBY) | 2/20 | ND | #124 (US$179) | The companies agreed to merge in an all-share deal valued at US$179M; Cantab investors will receive 11 new Xenova shares for every seven Cantab shares |
III. TERMINATED MERGERS AND ACQUISITIONS |
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Company To Be Acquired** (Country; Symbol) | Acquiring Company (Country; Symbol) | Date Announced | Termination Date | Value (M)*** | Terms/Details |
Carcinotek Inc.* | ECCO Capital Corp. (OTC Pink Sheets: ECCP) | 10/19 | 1/23 | $22.6 | ECCO signed a letter of intent to purchase Carcinotek for $22.6M in cash and stock; companies agreed not to complete the merger |
Cyberonics Inc. (CYBX) | Medtronic Inc. (NYSE:MDT) | 7/17 | 9/28 | ND | Medtronic planned to acquire Cyberonics for $26 per share in Medtronic stock, but the agreement was terminated |
Innovative Drug Delivery Systems* | Meteor Industries Inc. (METR) | 6/21 | 10/20 | ND | Meteor Industries entered into a non-binding letter of intent to acquire all of the outstanding shares of Innovative Drug Delivery Systems Inc. (IDDS); the agreement was terminated |
Nova Molecular Inc.* (Canada) |
SignalGene Inc. | 8/23 (Canada; TSE:SGI) | 9/18 | C$6.9 (US$4.7) | SignalGene was to purchase Nova with 3.38M shares valued at C$6.9M (US$4.7M); merger was terminated |
Notes: |
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# This chart is intended to include not only mergers and acquisitions of entire businesses, but also of divisions or subsidiaries of those businesses, where appropriate. It does not include acquistions of single products or of manufacturing facilities and plants. |
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For those deals that are pending, and for which the acquiring company is issuing stock, the value of the transaction has been calculated based on the closing price on the day of the first announcement. For those deals that have been completed, and for which the acquiring company is issuing stock, the final value has been calculated based on the closing price on the date that the merger's completion was announced. |
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E = Estimated date, dependent on approval of regulatory authorities and shareholders of one or all companies involved in the transaction; ND = Not disclosed, reported and/or available; CDNX = Canadian Stock Exchange; LSE = London Stock Exchange; MSE = Montreal Stock Exchange; NYSE = New York Stock Exchange; OTC BB = Over-the-Counter Bulletin Board; SWX = Swiss Stock Exchange; TSE = Toronto Stock Exchange. |
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* Private companies are indicated with an asterisk. |
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** Unless otherwise noted, the trading symbols listed are on the NASDAQ market. |
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*** Conversions of non-U.S. currencies are calculated using the rate on the date the transaction closed, or for pending deals, on the date it was announced. |
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