I. COMPLETED MERGERS AND ACQUISITIONS | |||||
Company |
Acquired By |
Date |
Date |
Value |
Terms/Details |
| | |||||
A.C.T. Holdings |
Advanced Cell Technology Inc.* |
1/3/05 |
2/1/05 |
ND |
The companies completeda reverse merger; prior to the deal Advanced Cell raised $8M privately |
ActivX |
Kyorin Pharmaceutical Co. Ltd. (Japan) |
12/1/04 |
2/2/05 |
$21 |
ActivX survives as a wholly owned subsidiary and will serve as Kyorin's discovery and development center in the U.S.; they have been collaborating since 2002 |
Amedis |
Paradigm Therapeutics Ltd.* (UK) |
1/7/05 |
1/7/05 |
ND |
Both are early stage companies based in Cambridge, UK; terms were not disclosed |
Aptamera |
Antisoma plc (UK;LSE:ASM) |
1/10/05 |
2/4/05 |
£11.5 (US$21.6) |
Antisoma issued up to 66.5M shares, or 20% of the enlarged company, to acquire Aptamera, which is developing AGRO100, an anticancer aptamer |
Auvation |
EiRx Therapeutics plc (Ireland;AIM:ERX) |
1/5/05 |
1/5/05 |
£1.5 (US$2.6) |
EiRx acquired 56.1% percent of Auvation from Auvation's founder and chairman for £1.5M in stock, and is offering to buy the rest of the company on the same terms |
Axxima |
GPC Biotech AG (Germany; GPCB) |
3/2/05 |
3/2/05 |
€13.7 (US$18) |
GPC issued 1.3M shares for Axxima, a kinase discovery firm that filed for insolvency in December; Axxima investors invested €8.7M in Axxima as part of the deal |
Aventis |
Inyx Inc. (OTC BB:IYXI) |
10/7/04 |
3/31/05 |
$19.7 |
The production and development center in Puerto Rico was a unit of the Sanofi-Aventis Group |
Bio Asia* |
Invitrogen Corp. (IVGN) |
12/8/04 |
3/24/05 |
$8 |
Invitrogen paid up to $8M in cash for Bio Asia, which provides products to the Chinese research community |
Biogenesis Ltd.* |
MorphoSys AG (Germany; FSE:MOR) |
1/20/05 |
1/20/05 |
£5.25 (US$9.8) |
The Biogenesis companies, which focus on antibody development and manufacturing, became wholly owned subsidiaries of MorphoSys |
Antibody and |
Quality Controlled Biochemicals* |
1/3/05 |
1/3/05 |
ND |
Dennis DiSorbo, the former general manager of the business, bought the antibody of and peptide business, which was renamed Quality Controlled Biochemicals |
Computational |
Agilent Technologies Inc. (NYSE:A) |
1/5/05 |
1/5/05 |
ND |
Agilent acquired CBC, which developed a microarray-based technique for analysis of gene regulation in disease |
Dragon |
Oriental Wave Holding Ltd.* (China) |
3/24/04 |
1/14/05 |
ND |
Companies merged in a deal giving Dragon about 31.65% of the combined company; Oriental Wave, incorporated in the British Virgin Islands, is the sole shareholder of a China-based pharmaceutical company |
Dynal Biotech* |
Invitrogen Corp. (IVGN) |
2/8/05 |
4/1/05 |
NOK2.5B (US$391) |
Invitrogen purchased the company, which is focused on magnetic bead technologies, from majority-owner Nordic Capital and a co-investor |
Echelon |
AEterna Zentaris Inc. (Canada; AEZS) |
1/6/05 |
1/6/05 |
$2.7 |
AEterna issued 443,905 shares valued at $2.7M in the deal; Echelon shareholders could earn another $2.9M in stock if certain milestones are reached |
ESP Pharma |
Protein Design Labs Inc. (PDLI) |
1/25/05 |
3/24/05 |
$486 |
PDL paid $325M in cash and issued 9.85M shares to acquire ESP, which was founded around the acquisition of several products from Wyeth |
Evotec |
Evotec OAI AG (Germany; FSE:EVT) |
3/6/05 |
3/6/05 |
€49 (US$65.5) |
Evotec issued 14.3M shares to acquire the 78% of ENS it did not already own; ENS was formed by Evotec in 1999 and focuses on central nervous system diseases |
G2M Cancer |
TopoTarget A/S* (Denmark) |
3/1/05 |
3/1/05 |
ND |
TopoTarget acquired G2M, which is developing HDAC inhibitors for cancer indications |
H3 Pharma* |
Debiopharm SA* (Switzerland) |
3/1/05 |
3/1/05 |
ND |
Debiopharm purchased all the outstanding shares of H3 Pharma from Societe Generale de Financement du Quebec; Debiopharm and SGF created H3 Pharma in 2001 |
Igeneon AG* |
Aphton Corp. (APHT) |
12/15/04 |
3/24/05 |
$27.1 |
Igeneon stockholders received 21.5M Aphton shares in the deal; Igeneon became a wholly owned Aphton subsidiary |
Inovio A/S* |
Genetronics Biomedical Corp. (AMEX:GEB) |
1/26/05 |
1/26/05 |
$10 |
Genetronics paid $3M in cash and $7M in shares of Series D convertible stock in the deal for the gene-delivery company; the value would increase if milestones are met |
Ischemia |
Inverness |
2/16/05 |
3/16/05 |
$20.7 |
Inverness issued about 970,000 shares to acquire Ischemia, which markets an in vitro diagnostic test for cardiac ischemia |
Ivory Capital |
Chelsea |
1/21/05 |
2/16/05 |
ND |
Chelsea shareholders own about 96.75% of the combined company following the reverse merger; the trading symbol will be changed |
Julich Fine |
Codexis Inc.* |
2/22/05 |
2/22/05 |
ND |
Julich provides products and services for the biocatalytic production of chiral pharmaceutical intermediates; terms were not disclosed |
Lynx |
Solexa Ltd.* |
8/13/04 |
3/7/05 |
$142 |
Solexa was issued 14.75M shares in the deal and owns 80% of the combined company, named Solexa Inc. and trading under the "SLXA" ticker symbol |
Molecular |
Cerep SA (France; Nouveau Marche:CERF) |
5/25/04 |
1/7/05 |
€4.7 (US$6.1) |
Cerep issued 400,000 shares in the deal, or 3.35% of the merged company; Cerep also would pay royalties of 5% or 8% to MEL shareholders on the first diagnostic and therapeutic products approved or licensed |
Molecular |
York Pharma plc (UK; LSE:YRK) |
2/1/05 |
2/1/05 |
£5.5 (US$10.3) |
York issued about 5M shares in the deal |
Multichem |
AEeterna Zentaris Inc. (Canada; AEZS) |
1/25/05 |
1/25/05 |
C$23.8 (US$19.2) |
Atrium Biotechnologies Inc., a majority-owned AEterna subsidiary, paid C$22.2 of the total in cash; Multichem sells active ingredients and specialty chemicals |
Murinus GmbH* |
GenOway SA* (France) |
1/12/05 |
1/12/05 |
ND |
Murinus provides genetically modified animal models and offers transgenic services; terms of the deal were not disclosed |
NeoGenesis |
Schering-Plough Corp. |
1/20/05 |
2/18/05 |
ND |
Terms of the deal were not disclosed; they have been collaborating since 1999; NeoGenesis has screening and chemistry technologies for small- molecule drug discovery |
Neurofit* |
Bionomics Ltd. (Australia; ASX:BNO) |
12/16/04 |
3/2/05 |
€1.25 (US$1.65) |
Bionomics paid €1M in cash and €0.25M in stock to acquire Neurofit, which conducts contract research and preclinical testing |
Nexia |
PharmAthene Inc.* |
1/6/05 |
3/10/05 |
$18 |
PharmAthene paid $11.2M in cash and issued 7.5 million Series C convertible preferred shares at $0.91 per share, as well as warrants to acquire 1.3M shares |
O.E.M. |
Meridian Bioscience Inc. (VIVO) |
11/10/04 |
2/1/05 |
$6 |
O.E.M. received $6M in cash in the deal and could earn another $2.3M over four years |
Optive |
Tripos Inc. (TRPS) |
12/22/04 |
1/5/05 |
$7.9 |
Tripos issued 599,521 shares that were valued at $3.17M, and paid $4.75M in cash for Optive, which develops software for computer- assisted molecular discovery |
Panacos |
V.I. Technologies Inc. (VITX) |
6/3/04 |
3/11/05 |
$166 |
Vitex issued 227.5M shares in the deal, leaving Panacos with about 80% ownership of the combined company |
ProBio |
Pharming Group NV (the Netherlands; Euronext:PHARM) |
12/28/04 |
1/24/05 |
ND |
Pharming issued shares representing 1.5% of the company in acquiring the 55% of ProBio it did not already own |
ProCyte Corp. |
PhotoMedex Inc. (PHMD) |
12/1/04 |
3/18/05 |
$28.2 |
PhotoMedex issued about 10.5M shares in the deal, giving ProCyte about 21% of the combined company |
Proteome Inc. |
Biobase GmbH* (Germany) |
1/18/05 |
1/18/05 |
ND |
Acquiring Proteome strengthened Biobase's position in biological databases; terms of the deal were not disclosed |
Proxima |
Cytyc Corp. (CYTC) |
2/9/05 |
3/7/05 |
$160 |
Cytyc paid $160M in cash to acquire Proxima, which could earn up to $65M more based on sales of breast cancer-related products |
Research |
Trinity Biotech Inc. (Ireland; TRIB) |
3/21/05 |
3/21/05 |
$4.2 |
Trinity paid $4.2M in cash for RDI, a provider of immunodiagnostic products |
SagaX Medical |
MIV Therapeutics Inc. (Canada; OTC BB:MIVT) |
3/18/05 |
3/18/05 |
ND |
MIV acquired Sagax, a company incorporated in the U.S. with operations in Israel that is developing devices for cardiovascular applications |
Save- |
Medical Discoveries Inc. (OTC BB:MLSC) |
3/16/05 |
3/16/05 |
€2.35 |
MDI paid cash to acquire Savetherapeutics, which is developing a topical steroidal form of aromatase inhibitor for breast cancer |
Scantox |
LAB International Inc. (Canada; TSE:LAB) |
2/10/05 |
2/10/05 |
C$6.1 (US$5) |
About 90% of the price was paid on closing, with the remainder payable by March 31, 2006, subject to post- closing adjustments; Scantox is a contract research organization |
Specialty Media |
Chemicon International Inc. (subsidiary of Serologicals Corp.; SERO) |
2/22/05 |
2/22/05 |
$6.5 |
The division was part of Cell & Molecular Technologies, which is owned by Sentigen; the division has cell and stem cell research technologies |
Sertanty Inc.* |
Eidogen Inc.* |
3/9/05 |
3/9/05 |
ND |
The private companies merged to form Eidogen-Sertanty Inc., a provider of chemo-informatics and structural informatics products and services |
Certain assets |
Laboratories Pierre Fabre (France) |
1/24/05 |
1/24/05 |
ND |
UroGene sold its chemistry platform and two programs in cancer to Pierre Fabre as part of a plan to divest its assets |
Verigen AG* |
Genzyme Corp. (GENZ) |
2/8/05 |
2/8/05 |
$10 |
Verigen could get another $40M over six years based on achieving development and commercial milestones; Verigen has a cell therapy product for cartilage repair that is sold in Europe and Australia |
Drug Delivery |
Archimedes Pharma Ltd.* (UK) |
2/8/05 |
2/9/05 |
$7.1 |
Archimedes, formed by three former Shire Pharmaceuticals Group plc executives, paid $7.1M for the drug delivery assets; West also got 14% ownership in Archimedes and would get a 3% royalty on any sales from technology it contributed |
Xcel |
Valeant Pharmaceuticals International (NYSE:VRX) |
2/2/05 |
3/1/05 |
$280 |
Valeant paid $280M in cash to acquire the neurology company |
Zymed |
Invitrogen Corp. (IVGN) |
1/10/05 |
2/14/05 |
$60 |
Invitrogen paid $60M in cash to acquire the antibody manufacturer |
II. PENDING MERGERS AND ACQUISITIONS | |||||
Company |
Acquiring Company* (Country; Symbol) | Date Announced | Expected Completion | Value (M)** |
Terms/Details |
Angiosyn |
Pfizer Inc. |
1/20/05 |
1H:05 |
$527 |
Angiosyn stockholders would receive upfront and other payments of up to $527M, plus royalties on future sales; full payment is contingent on successful development of a drug for an ophthalmic indication and a second therapeutic area |
Anosys Inc.* |
Chromos Molecular Systems Inc. (Canada; TSE:CHR) |
3/15/05 |
2Q:05 |
C$3.6 (US$3) |
Chromos would issue a C$2.1M note convertible into Chromos stock at $0.50 per share, and purchase from one shareholder a C$1.5M debenture for 3.125M shares and 1.56M warrants exercisable at $0.60 per share |
Certain assets |
Biotage AB (Sweden; SSE: BIOT) |
2/22/05 |
1H:05 |
$21.2 |
Definitive agreement calls for Biotage to pay $21.2M in cash in exchange for stock and Argonaut's consumables business segments; the offer was increased from $19.9M to $21.2M in March after an unsolicited proposal from a third party |
Binax Inc.* |
Inverness Medical Innovations Inc. (AMEX:IMA) |
2/8/05 |
1H:05 |
$44.9 |
Inverness plans to issue 1.433M shares of stock and pay $8.6M in cash for the diagnostics company; Binax shareholders could earn up to $11M more if certain objectives are reached |
Biofrontera |
Discovery Partners International Inc. (DPII) |
3/1/05 |
2Q:05 |
ND |
Terms of the all-cash deal were not disclosed; Biofrontera Discovery is the natural products discovery division of Biofrontera AG |
Biofrontera |
DNAPrint genomics Inc. (OTC BB:DNAP) |
9/28/04 |
ND |
$25 |
DNAPrint agreed to invest $25M in Biofrontera over two years in exchange for a 51.77% stake in the company |
Cambridge |
Biovitrum AB* (Sweden) |
3/21/05 |
1H:05 |
ND |
Biovitrum plans to acquire CBL, which is developing drugs to treat obesity, pain and inflammation; it was formed in 2001 |
CyVera Corp.* |
Illumina Inc. (ILMN) |
2/22/05 |
1Q:05 |
$17.5M |
Illumina would issue about 1.5M shares and pay $2.3M of CyVera liabilities in the deal; CyVera has a digital-microbead platform |
Emergent |
Monsanto Co. |
2/17/05 |
1H:05 |
$300 |
They signed a definitive agreement under which Monsanto would pay $300M in cash and commercial paper for the cotton seed company |
Genencor |
Danisco A/S (Denmark; CSE: DCO) |
1/27/05 |
2Q:05 |
$592 |
Danisco plans to pay $19.25 per share to acquire the shares it does not already hold; it already owns 42% of Genencor, as does Eastman Chemical Co., which agreed to the sale |
Idun |
Pfizer Inc. |
2/24/05 |
2Q:05 |
ND |
Idun focuses on the discovery and development of therapies to control apoptosis; terms of the deal were not disclosed |
IGI Inc. |
Senetek plc (SNTK) |
10/27/04 |
1H:05 |
ND |
The companies signed a letter of intent on an all-share deal that would leave Senetek with 60% ownership of the merged company; a Jan. 14 offer by Senetek called for a merger of equals; the offer period expired Feb. 28, but discussions continue |
Immuno-Designed |
Epimmune Inc. (EPMN) |
3/16/05 |
3Q:05 |
$105 |
IDM shareholders would hold about 78% of the merged company's 102M shares after the deal; the merged company would be named IDM Inc. |
Microarray |
Ocimum Biosolutions (India) |
2/25/05 |
1H:05 |
ND |
The operation would move to India, with part of the service operated from Indianapolis; terms were not disclosed |
Portage |
Nutra Pharma Corp. (OTC BB: NPHC) |
11/9/04 |
ND |
$1.15 |
Nutra Pharma intends to issue up to 3.2M shares over 18 months if Portage research reaches undisclosed milestones; it also would fund work at Portage |
Sahajanand |
MIV Therapeutics Inc. (Canada; OTC BB:MIVT) |
3/11/05 |
2Q:05 |
ND |
The merger would bring together products and drug-eluting technologies in coronary stents; Sahajanand's stents are sold in more than 33 countries |
Synthematix |
Symyx Technologies Inc. (SMMX) |
2/23/05 |
2Q:05 |
$13 |
Synthematix, which provides software systems for chemistry research, could earn $4M more in the deal over one year if certain revenues are achieved |
Syrrx Inc.* |
Takeda Pharmaceutical Co. Ltd. (Japan) |
2/7/05 |
1Q:05 |
$270 |
Syrrx would become a subsidiary of Takeda following the all-cash deal |
Tarpan |
Manhattan Pharmaceuticals Inc. (OTC BB:MHTT) |
1/5/05 |
ND |
ND |
Manhattan plans to issue stock equal to 20% of the enlarged company for Tarpan, which is developing dermatological therapeutics |
TransForm |
Johnson & Johnson |
3/9/05 |
2Q:05 |
$230 |
They entered a definitive agreement under which J&J would pay $230M in cash for TransForm, which was founded in 1999 and focuses on drug formulations |
Xtrana Inc. |
Alpha Innotech Corp.* |
12/14/04 |
1H:05 |
ND |
Xtrana shareholders would own 17% of the combined company following the reverse merger; they would keep the Alpha Innotech name |
III. TERMINATED MERGERS AND ACQUISITIONS | |||||
Corgenix |
Genesis Bioventures Inc. (AMEX:GBI) |
8/5/03 |
1/14/05 |
$8 |
Genesis planned to issue 14M shares in the deal; Corgenix terminated the deal due to a lack of a contingent financing and the passing of expiration dates |
Synt:em SA* |
Sonus Pharmaceuticals Inc. (SNUS) |
11/3/04 |
3/15/05 |
$12 |
Sonus decided to call off the merger, saying a review showed it would be best to operate as a stand-alone company at this time |
| | |||||
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. It does not include acquisitions of single products or of manufacturing facilities and plants. | |||||
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 prior to 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 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. | |||||
Unless otherwise indicated, shares are traded on Nasdaq. | |||||
AIM = Alternative Investment Market; AMEX = American Stock Exchange; ASX = Australian Stock Exchange; CSE = Copenhagen Stock Exchange; FSE = Frankfurt Stock Exchange; LSE = London Stock Exchange; NYSE = New York Stock Exchange; OTC BB = Over-the-Counter Bulletin Board; SSE = Stockholm Stock Exchange; TSE = Toronto Stock Exchange. | |||||
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