I. COMPLETED MERGERS AND ACQUISITIONS | |||||
Company Acquired* (Country; Symbol) |
Acquired By Or Merged With* (Country; Symbol) |
Date Announced |
Date Completed |
Value (M)** |
Terms/Details |
Oral care business of Access Pharmaceuticals Inc. (AMEX:AKC) |
Uluru Inc.* |
10/12/05 |
10/12/05 |
$9.7 |
The deal's value could increase to $20.6M; Uluru, set up by Access's former CEO, acquired Aphthasol, all OraDisc products and all Residerm products; Uluru already had entered an agreement to be acquired by Oxford Ventures Inc. (OTC BB:OXFV) |
Aerogen Inc. (OTC BB:AEGN) |
Nektar Therapeutics (NKTR) |
8/15/05 |
10/20/05 |
$32 |
Nektar earlier said it was exercising its option to make it an all-cash deal, at 75 cents per share |
Afmedica Inc.* |
Angiotech Pharmaceuticals Inc. (Canada; ANPI) |
9/13/05 |
10/7/05 |
ND |
Afmedica is developing perivascular technology using the drug rapamycin to treat various diseases |
Alteris Therapeutics Inc.* |
Celldex Therapeutics Inc. (majority owned by Medarex Inc.; MEDX) |
10/12/05 |
10/12/05 |
ND |
Celldex issued 1.2M shares, paid $1.5M in cash and could make milestone and other payments for Alteris, which has the Phase II cancer vaccine ALT-110 |
Aries Ventures Inc. (OTC BB:ARVT) |
Cardium Therapeutics Inc.* |
10/20/05 |
10/20/05 |
ND |
The merged company will change its name and stock symbol to reflect the Cardium Therapeutics Inc. ownership |
Artesian Therapeutics Inc.* |
Cardiome Pharma Corp. (Canada; CRME) |
8/29/05 |
10/24/05 |
N/A |
Artesian shareholders can earn up to $32M in payments for development milestones related to each of two drug candidates |
Arthron Pty. Ltd. (Australia; subsidiary of Prima Biomed Ltd.) |
Trillium Therapeutics Inc.* (Canada) |
10/6/05 |
10/6/05 |
ND |
Prima got $0.5M up front in cash and 5.6% of TTI's stock; Prima also is entitled to receive additional TTI shares if certain milestones are met |
|
Asterand Inc.* |
Pharmagene plc (UK; LSE:PGN) |
9/19/05 |
12/22/05 |
£13 |
Asterand shareholders got about 54.2M shares in the deal, or 50% of the merged company, and could get additional payments; the name was changed to Asterand plc |
BioCell Pty. Ltd.* (Australia) |
Cygenics Ltd. (Australia; ASX:CYN) |
11/7/05 |
11/7/05 |
ND |
Cygenics acquired a 51% controlling interest in BioCell, a cord blood stem cell banking business |
BioCheck Inc.* |
OXIS International Inc. (OTC BB:OXIS) |
9/21/05 |
12/8/05 |
$6 |
OXIS completed the first closing of the deal, paying $3.06M in cash for $51% of BioCheck, a producer of enzyme immuno-assay kits |
BioFocus plc (UK; AIM:BIO) |
Galapagos NV (Belgium; Euronext:GLPG) |
9/21/05 |
10/17/05 |
£20.2 |
Galapagos paid 124 pence in stock for each BioFocus share, a premium of 121% to the Sept. 20 closing price; BioFocus owns about 30% of the combined company |
BioPixels unit of BioCrystal Ltd. |
Invitrogen Corp. (IVGN) |
10/6/05 |
10/6/05 |
ND |
Terms of the acquisition were not disclosed |
BioSource International Inc. (BIOI) |
Invitrogen Corp. (IVGN) |
7/26/05 |
10/6/05 |
$130 |
Invitrogen strengthened its position in proteomics through the all-cash acquisition |
Certain assets of Calypte Biomedical Corp. (AMEX:HIV) |
Maxim Biomedical Inc.* |
4/21/05 |
11/21/05 |
ND |
As part of a restructuring, Calypte sold its urine EIA, serum Western Blot and urine Western Blot HIV in vitro diagnostics business |
Cellective Therapeutics Inc.* |
MedImmune Inc. (MEDI) |
9/14/05 |
10/17/05 |
ND |
MedImmune made an up-front payment and could add milestone payments that together total $160M for Cellective, which is developing monoclonal antibodies that target B-cell antigens |
Cita Neuro-Pharmaceuticals Inc.* (Canada) |
Vernalis plc (UK; VNLS) |
11/18/05 |
12/14/05 |
£17 |
Vernalis issued 26.9M shares in the deal, 24.3M of which concurrently were sold in a private placement that brought Cita shareholders £15.5M in gross proceeds |
Control Delivery Systems Inc.* |
pSivida Ltd. (Australia; PSDV) |
10/3/05 |
11/15/05 |
$88 |
CDS shareholders received 16M pSivida American depositary shares in the deal, representing 40% of the merged company |
Corgentech Inc. (CGTK) |
AlgoRx Pharmaceuticals Inc.* |
9/26/05 |
12/16/05 |
ND |
AlgoRx shareholders received Corgentech stock representing 62% of the merged company |
Diagnostic Systems Laboratories Corp.* |
Beckman Coulter Inc. |
10/7/05 |
10/18/05 |
ND |
DSLC provides specialty immunoassays, including technology for reproductive endocrinology and cardiovascular risk assessment |
Discovery Systems unit of Discovery Partners International Inc. (DPII) |
Nexus Biosystems Inc.* |
10/7/05 |
10/14/05 |
$1.5 |
Nexus acquired the IRORI chemical synthesis systems, Crystal Farm automated protein crystallization and Universal Store compound storage systems businesses; Nexus was set up by Discovery's former chief technology officer |
Eyetech Pharmaceuticals Inc. (EYET) |
OSI Pharmaceuticals Inc. (OSIP) |
8/21/05 |
11/14/05 |
$935 |
OSI paid stock and cash worth $20 per Eyetech share, a 43% premium to the Aug. 19 price; 75% of the price was paid in cash |
Genaissance Pharmaceuticals Inc. (GNSC) |
Clinical Data Inc.(CLDA) |
6/21/05 |
10/7/05 |
$56 |
Genaissance shareholders received about 2.3M Clinical Data shares in the deal, as well as preferred stock and options and warrants |
GenBase Inc.* |
Integrated DNA Technologies Inc.* |
12/15/05 |
12/15/05 |
ND |
GenBase is a supplier of custom oligonucleotides |
Greenwich Therapeutics* |
VioQuest Pharmaceuticals Inc. (OTC BB:VQPH) |
5/4/05 |
10/19/05 |
$7.3 |
Greenwich got 17.1M shares of VioQuest stock and five-year warrants to purchase another 4M shares at $1.41; release of half the shares and warrants are tied to milestones related to Phase I and II trials of two cancer compounds; the value is based on half the shares at the Oct. 18 closing price |
Guilford Pharmaceuticals Inc. (GLFD) |
MGI Pharma Inc. (MOGN) |
7/21/05 |
10/3/05 |
$177.5 |
MGI issued 5.3M shares and paid $53.9M in cash, equaling $3.75 per Guilford share; the price was a 55.6% premium to Guilford's July 20 close |
HVL Inc./Douglas Laboratories |
Atrium Biotechnologies Inc. (Canada; TSE:ATB) |
12/8/05 |
12/8/05 |
C$107 |
Atrium, 48.5% owned by AEterna Zentaris Inc., paid C$97M in cash and C$10M in stock for HVL, which has been marketing health and nutritional products for more than 50 years |
Icoria Inc. (OTC BB:ICOR) |
Clinical Data Inc. (CLDA) |
9/20/05 |
12/20/05 |
$11 |
Icoria shareholders received stock representing about 7.6% of the merged company |
ID Biomedical Corp. (Canada; IDBE) |
GlaxoSmithKline plc (UK) |
9/7/05 |
12/8/05 |
C$1.7B |
GSK paid C$35 per share, or C$1.7B, a premium of 13% to the price before the deal's announcement; GSK also assumed US$77 million in ID debt |
IngenKO Pty. Ltd.* (Australia) |
GenOway SA* (France) |
10/7/05 |
10/7/05 |
ND |
GenOway took over the commercial activities for IngenKO following the Australian company's closure |
InKine Pharmaceutical Co. Inc. (INKP) |
Salix Pharmaceuticals Inc. (SLXP) |
6/23/05 |
10/3/05 |
$190 |
InKine shareholders received 9M Salix shares in the deal; InKine will continue as a wholly owned Salix subsidiary |
Lifespan ePTFE business of Edwards Life-sciences Corp. |
Angiotech Pharmaceuticals Inc. (Canada; ANPI) |
11/3/05 |
12/1/05 |
$14 |
Angiotech paid $14M in cash for the vascular graft business; Edwards retains certain distribution rights |
Lorantis Ltd.* (UK) |
Celldex Therapeutics Inc. (majority owned by Medarex Inc.; MEDX) |
10/12/05 |
10/12/05 |
ND |
Celldex issued 6.8M shares of Class A common stock for Lorantis, which brings a preclinical program in immunity and $30M in cash |
Molecular Imaging Corp.* |
Agilent Technologies Inc. (A) |
11/29/05 |
11/29/05 |
ND |
Molecular Imaging developed atomic force microscopes, which are used by nanotechnology researchers |
Neighborhood Connections Inc. (OTC BB:NBHC) |
Lpath Therapeutics Inc.* |
7/15/05 |
12/8/05 |
ND |
Lpath acquired Neighborhood Connections in a reverse merger; the name was changed to Lpath Inc. and the ticker symbol to OTC BB:LPTN |
Nurel Therapeutics Inc.* |
Diamyd Medical AB (Sweden; SSE:DIAMB) |
11/22/05 |
12/16/05 |
$1.5 |
Diamyd issued stock valued at $1.5M in the deal, as well as stock to pay off Nurel loans; the shares represent about 4% of Diamyd |
NovaScreen Biosciences Corp.* |
Caliper Life Sciences Inc. (CALP) |
9/8/05 |
10/4/05 |
$22 |
Caliper paid $22M and could pay up to $8M more if revenue milestones over 30 months are reached; payment was 80% in stock and 20% in cash |
ParAllele BioScience Inc.* |
Affymetrix Inc. (AFFX) |
5/31/05 |
10/24/05 |
$132.5 |
Affymetrix issued 2.29M shares worth $120.8M and paid $11.7M in cash to acquire ParAllele, with which it had been partnered for two years |
Quantum Dot Corp.* |
Invitrogen Corp. (IVGN) |
10/6/05 |
10/6/05 |
ND |
Terms of the acquisition were not disclosed |
SansRosa Pharmaceutical Development Inc.* |
Collagenex Pharmaceuticals Inc. (CGPI) |
12/15/05 |
12/15/05 |
$0.75 |
Collagenex purchased 51% of SansRosa for $0.75M, and could pay up to $6M for the rest of the company if milestones are reached with SansRosa's rosacea program |
Separtis Holding AG* (Switzerland) |
Biotage AB (Sweden; SSE:BIOT) |
10/6/05 |
10/6/05 |
€1.4 |
Separtis is the Swiss, German and Austrian distributor for many Biotage products |
Sirenade Pharmaceuticals AG* (Germany) |
KeyNeurotek AG* (Germany) |
12/13/05 |
12/13/05 |
ND |
Both private German firms are focused on central nervous system disorders; Sirenade was formed in 2004 through the merger of Nadag AG and SiREEN AG |
Stem Cell Ventures Inc. (PK:SCVR; formerly OncBio Inc.) |
Stem Cell Ventures Ltd.* (UK) |
12/6/05 |
12/6/05 |
ND |
Former Stem Cell Ventures Ltd. shareholders own 94.8% of the combined company following the reverse merger |
Viventia Biotech Inc. (Canada; TSE:VBI) |
The Dan Group |
11/14/05 |
12/23/05 |
ND |
The Dan Group, which already held 90% of the company following a recent investment; paid C$2.50 for each share it didn't own; the company became private following the deal |
Xtrana Inc. (OTC BB:XTRN) |
Alpha Innotech Corp.* |
12/14/04 |
10/3/05 |
ND |
Xtrana shareholders own about 17% of the combined company following the reverse merger; they kept the Alpha Innotech name; the stock symbol changed to OTC BB:APNO |
Zeneus Holdings Ltd.* (UK) |
Cephalon Inc. (CEPH) |
12/6/05 |
12/22/05 |
$360 |
Cephalon paid $360M in cash for Zeneus, which markets a number of oncology products in Europe |
II. PENDING MERGERS AND ACQUISITIONS | |||||
Company To Be Acquired* (Country; Symbol) |
Acquiring Company* (Country; Symbol) |
Date Announced |
Expected Completion |
Value (M)** |
Terms/Details |
|
Abgenix Inc. (ABGX) |
Amgen Inc. (AMGN) |
12/14/05 |
1Q:06 |
$2.2B |
Amgen intends to pay $2.2B in cash, or $22.50 per Abgenix share, and assume debt in the deal; they already are partnered on cancer antibodies |
Advanced Ocular Systems Inc.* |
Regenera Ltd. (Australia; ASX: RGA) |
10/31/05 |
4Q:05 |
$31 |
Regenera would own at least 52.2% of the combined firm, which would assume the Advanced Ocular Systems name and headquarters |
Research products division of Ambion Inc.* |
Applied Biosystems Group (ABI) |
12/27/05 |
1Q:06 |
$273 |
ABG intends to pay $273M in cash for the division, which is a supplier of RNA-based reagents |
American Pharmaceutical Partners Inc. (APPX) |
American BioScience Inc.* |
11/28/05 |
1H:06 |
$4.1B |
ABI already owns 64.4% of APP; APP would issue 86M additional shares, giving ABI 83.5% of the combined company; the combined company would change its name to Abraxis BioScience |
Berna Biotech Ltd. (Switzerland; SWX:BBIN) |
Crucell NV (the Netherlands; CRXL) |
12/1/05 |
1Q:06 |
CHF591 |
Crucell is offering CHF15.72 per Berna share in an all-stock deal; the combined company would operate in the Netherlands under the Crucell name; Novartis AG said on Dec. 19 it was considering making a bid for Berna |
|
BCY LifeSciences Inc. (Canada; CDNX:BCY) |
Pipex Therapeutics Inc.* |
10/21/05 |
ND |
ND |
They agreed to negotiate a potential merger under which Pipex would hold a majority position in the combined company; Pipex is providing BCY a $50,000 bridge loan over four months |
Celliance (subsidiary of Serologicals Corp.; SERO) |
SeraCare Life Sciences Inc. (SRLS) |
11/29/05 |
1Q:06 |
$3.7 |
The deal would strengthen SeraCare's position in molecular diagnostic reagents, diagnostic intermediates and substrates |
|
Chiron Corp. (CHIR) |
Novartis AG (Switzerland) |
10/31/05 |
1H:06 |
$5.1B |
Definitive agreement calls for Novartis to acquire the 58% of Chiron it doesn't already own, or 113M shares, for $45 per share in cash; Chiron on Sept. 5 rejected Novartis' earlier offer of $4.5 billion |
Gastrotech Pharma A/S* (Denmark) |
DOR BioPharma Inc. (AMEX:DOR) |
11/2/05 |
1Q:06 |
$9 |
DOR intends to issue $9M in stock, and could pay $30M more in cash or stock if certain milestones are reached |
Hapto Biotech Ltd.* (Israel) |
Ortec International Inc. (OTC BB:ORTN) |
12/15/05 |
1Q:06 |
$5.6 |
Hapto shareholders would get 30.86M Ortec shares, and warrants to purchase 3M Ortec shares at 35 center each |
HealthLinx Pty. Ltd.* (Australia) |
Cryptome Pharmaceuticals Ltd. (Australia; ASX:CRP) |
11/16/05 |
1Q:06 |
A$6 |
Cryptome intends to issue A$6M in stock for HealthLinx, a company developing diagnostic products |
KuDOS Pharmaceuticals Ltd.* (UK) |
AstraZeneca plc (UK) |
12/23/05 |
1Q:06 |
$210 |
Deal calls for AstraZeneca to pay $210M in cash; KuDOS is developing cancer drugs based on the inhibition of DNA repair |
Maui General Store Inc. (OTC BB:MAUG) |
Trinity BioGenetics Corp.* |
12/13/05 |
1Q:06 |
ND |
Palmera Holdings Inc. subsidiary Trinity would own 91% of the combined company following the reverse merger |
Maxim Pharmaceuticals Inc. (MAXM) |
EpiCept Corp.* |
9/6/05 |
1Q:06 |
ND |
EpiCept shareholders would get stock representing about 72% of the combined company; the merged firm would be valued at about $136M |
Metaphore Pharmaceuticals Inc.* |
ActivBiotics Inc.* |
12/14/05 |
1Q:06 |
ND |
Metaphore would become a wholly owned subsidiary of ActivBiotics under the definitive merger agreement |
Miikana Therapeutics Inc.* |
EntreMed Inc. (ENMD) |
12/22/05 |
1Q:06 |
$21.2 |
EntreMed intends to issue 9.96M shares in the deal, and may pay up to $18M more in stock or cash if certain clinical and regulatory milestones are met |
Molecular Pharmacology Ltd. (Australia; unit of PharmaNet Group Ltd.; ASX:PNO) |
Molecular Pharmacology (USA) Ltd. (OTC BB:MLPH) |
12/5/05 |
1Q:06 |
$176 |
MPL USA intends to issue 88M shares to acquire MPL, a wholly owned division of PharmaNet |
Sahajanand Medical Technologies* (India) |
MIV Therapeutics Inc. (Canada; OTC BB:MIVT) |
3/11/05 |
1Q:06 |
ND |
The merger would bring together products and drug-eluting technologies in coronary stents; Sahajanand's stents are sold in more than 33 countries |
Shenzhen PG Biotech Co Ltd.* (China) |
Qiagen NV (the Netherlands; QGEN) |
9/26/05 |
1H:06 |
$14.5 |
Qiagen intends to pay $14.5M in cash to acquire Shenzhen, a supplier of PCR-based molecular diagnostic kits in China |
Survac ApS* (Denmark) |
Merck KGaA (Germany) |
11/21/05 |
4Q:05 |
€11(US$13) |
Survac is developing a technology to identify and modify peptides useful for therapeutic cancer vaccines (11/21) |
|
Targeted Molecules Corp.* |
Chromos Molecular Systems Inc. (Canada; TSE:CHR) |
5/25/05 |
4Q:05 |
C$5 |
Chromos intends to issue about 20.1M shares in the deal; TMC is developing two antibody product candidates; Chromos said in November a definitive agreement had been reached; TMC would own 26% of the merged company |
Xcyte Therapies Inc. (XCYT) |
Cyclacel Group plc* (UK) |
12/15/05 |
1Q:06 |
ND |
Cyclacel shareholders would own about 80% percent of the combined company following the reverse merger |
III. TERMINATED MERGERS AND ACQUISITIONS | |||||
Company To Be Acquired* (Country; Symbol) |
Acquiring Company* (Country; Symbol) |
Date Announced |
Expected Completion |
Value (M)** |
Terms/Details |
Cengent Therapeutics Inc.* |
Inncardio Inc. (OTC BB:INDO) |
4/1/05 |
11/14/05 |
ND |
Cengent shareholders would have owned 45% of the combined company; Inncardio said there was a default under a credit line facility agreement |
Osteotech Inc. (OSTE) |
Musculoskeletal Transplant Foundation |
7/12/05 |
10/17/05 |
$107 |
MTF offered $6.25 per share in cash for Osteotech, which in August rejected the unsolicited proposal; MTF withdrew the offer in October |
Notes: | |||||
# 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. In general, it does not include acquisitions of single products or of manufacturing facilities. | |||||
For those deals that are pending, and for which the acquiring company is issuing stock, the value of the transaction was calculated based on the closing price prior to the first announcement. For stock-based deals that have been completed, the final value was calculated based on the closing price before the merger's completion was announced. | |||||
* Private companies are indicated with an asterisk. | |||||
** 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. | |||||
ND = Not disclosed; N/A = Not applicable. | |||||
Unless otherwise indicated, shares are traded on the Nasdaq exchange. | |||||
American Stock Exchange; ASX = Australian Stock Exchange; CDNX = Canadian Venture Exchange; LSE = London Stock Exchange; NYSE = New York Stock Exchange; OTC BB = Over-the-Counter Bulletin Board; PK = Pink Sheets; SSE = Stockholm Stock Exchange; SWX = Swiss Stock Exchange; TSE = Toronto Stock Exchange. | |||||
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