I. COMPLETED MERGERS AND ACQUISITIONS | |||||
Company |
Acquired By |
Date Announced | Date Completed | Value (M)** |
Terms/Details |
| | |||||
Aclara |
ViroLogic Inc. (VLGC) |
6/1/04 |
12/10/04 |
$141 |
ViroLogic issued 1.7 shares for each Aclara share; the merged company keeps the ViroLogic name and symbol; Aclara stockholders own about 48% of the merged company; they also got 1.7 contigent value rights per share held that are worth up to $0.88 per CVR, depending on the stock price in 18 months |
Advaxis Inc.* |
Great Expectations and Associates Inc. (OTC BB:GXPT) |
11/12/04 |
11/12/04 |
ND |
Details on the deal were not disclosed, but the combined company intends to continue development of Advaxis' technology |
Aesgen Inc.* |
MGI Pharma Inc. (MOGN) |
9/1/04 |
9/28/04 |
$32 |
MGI paid $32M in cash for Aesgen, which also could earn another $58M: $33M upon FDA approval of Safori, and $25M if sales exceed $50M two years after launch; it also could get a 5% royalty on sales |
Akesis |
Liberty Mint Ltd. (OTC BB:LBML) |
9/28/04 |
12/8/04 |
$60.4 |
Akesis was issued 10.5M shares in the deal, giving it 70% of the merged company |
AltaRex |
ViRexx Medical Corp. (Canada; |
10/15/04 |
12/13/04 |
C$28.4 (US$23) |
Each AltaRex share was exchanged for half a ViRexx share, which valued each AltaRex (Canada; TSE:ALT) share at C$0.54, a 74% premium to the 30- day average before the deal; Antoine Noujaim was founder and CEO of both companies |
Ardent |
Enhance Biotech Inc. (OTC BB:EBOI) |
8/12/04 |
12/20/04 |
ND |
Enhance stockholders own 55% of the merged company and Ardent stockholders own 45%; Ardent will operate as a wholly owned subsidiary |
Atrix |
QLT Inc. (Canada; QLTI) |
6/14/04 |
11/19/04 |
$855 |
Atrix shareholders got one QLT share and $14.61 in cash for each share held, giving them 23% of the merged company, which kept the QLT name |
Biorex |
CytRx Corp. (CYTR) |
10/5/04 |
10/5/04 |
$3 |
CytRx paid $3M in cash and agreed to make milestone payments based on regulatory filings and approvals for small molecules Biorex was developing |
Biosyn Inc.* |
Cellegy |
10/8/04 |
10/22/04 |
$14.3 |
Cellegy issued 2.25M shares in the deal and assumed $3.15M in Biosyn debt; Biosyn could earn another $15M upon launch of its Savvy vaginal gel product |
Cadherin |
Adherex Technologies Inc. (AMEX:ADH) |
7/28/04 |
12/3/04 |
$1.3 |
Adherex issued about 3.2M shares to acquire Cadherin, a deal that ended litigation between the companies |
CCP Worldwide |
Dyadic |
10/30/04 |
11/5/04 |
ND |
Dyadic acquired CCP in a reverse merger, enabling Dyadic to become a public company that is focused only on its business |
Biosepra |
Pall Corp. (NYSE:PLL) |
10/28/04 |
11/30/04 |
$32 |
Pall acquired Ciphergen's BioSepra process chromatography business; Ciphergen retained certain limited rights to the technology |
Combio A/S* |
Arpida Ltd.* (Switzerland) |
10/15/04 |
10/15/04 |
ND |
Terms of the all-share deal were not disclosed; Arpida is gaining chemistry technologies in the deal |
Cytovax |
Millenium Biologix Inc.* (Canada) |
9/22/04 |
12/3/04 |
ND |
Privately held Millenium now owns 80% of the merged company, which kept the Millenium name; its symbol on the Toronto TSE:CXB) Stock Exchange changed to “MBC" |
DNA Research |
Invitrogen Corp. (IVGN) |
10/28/04 |
10/28/04 |
$35 |
Invitrogen paid $35M in cash and may pay up to $30M more if certain milestones are met; the company develops products for purifying DNA and other nucleic acids |
Elfar SA* |
ProStrakan Group Ltd. (UK) |
12/1/04 |
12/1/04 |
ND |
Elfar sells a range of products in the urology and gynecology therapeutic areas; terms of the all-cash deal were not disclosed |
Epoch |
Nanogen Inc. (NGEN) |
9/7/04 |
12/17/04 |
$97 |
Epoch shareholders received 0.4673 shares of Nanogen for each share held; the combined company has about 50M shares outstanding |
Etiologics |
Argenta Discovery Ltd.* (UK) |
10/4/04 |
10/4/04 |
ND |
The two privately held English companies merged; the combined company is named Argenta Discovery |
Fairfax Identity |
Commonwealth Biotechnologies Inc. (CBTE) |
11/19/04 |
12/20/04 |
$1.1 |
Commonwealth is paying $1.1M in cash over three years to acquire Fairfax Identity, which primarily focuses on DNA paternity testing |
Genolife SA* |
Cambrex Corp. (NYSE:CBM) |
10/20/04 |
10/20/04 |
$6 |
Cambrex's Cambrex France SARL subsidiary paid cash to acquire Genolife, which focuses on microbial detection testing |
ILEX Oncology |
Genzyme Corp. |
2/26/04 |
12/21/04 |
$1B |
ILEX shareholders received 0.4682 of a share of Genzyme stock for each share held; Genzyme will continue to maintain operations in San Antonio and retained most ILEX employees |
ImmunoToko |
Henogen SA* (Belgium) |
12/13/04 |
12/13/04 |
ND |
ImmunoToko, which was spun off of the University Medical Center St. Radboud, is developing an immunotoxin combination product for transplantation indications |
IntelliChem |
Symyx Technologies |
11/15/04 |
11/30/04 |
$29.1 |
Symyx paid $29.1M in cash and assumed unvested options in the acquisition |
Intrac Inc. |
Innovative |
12/7/04 |
12/7/04 |
ND |
IDDS acquired Intrac through a reverse merger; IDDS owns 71.5% of the combined company following the deal and a concurrent $18M private placement |
Inveresk |
Charles River Laboratories International Inc. (NYSE:CRL) |
7/1/04 |
10/20/04 |
$1.5B |
CRL issued 0.48 shares and $15.15 in cash for each Inveresk share, or $38.53 per share based on the Oct. 19 closing price; CRL owns 72% of the merged contract research organization |
Wound management |
DFB Pharmaceuticals Inc. (parent company of Healthpoint Ltd.) |
12/20/04 |
12/20/04 |
ND |
The companies previously were working together on the skin-wound product Allox, IsoTis' lead program in the area; IsoTis had placed its wound-management activities in a vehicle named EpiSource SA |
Laxdale Ltd.* |
Amarin Corp. plc (UK; AMRN) |
7/12/04 |
10/12/04 |
$3.8 |
Amarin issued 3.5M ADRs in the deal; Laxdale also would get $14M for each approval in the U.S. and Europe of Miraxion in Huntington's disease, and $9.3M for each of the first two other products approved using its technology; Amarin previously had licensed U.S. rights to Miraxion |
Medallion |
CepTor Corp. (OTC BB:CEPO) |
12/13/04 |
12/13/04 |
ND |
CepTor acquired Medallion through a reverse merger and is the surviving company; CepTor was spun off from Xechem International Inc., which retains a minority equity stake |
Meridica Ltd.* |
Pfizer Inc. (NYSE:PFE) |
9/22/04 |
11/12/04 |
$125 |
Pfizer purchased the 90% of Meridica it didn't already own from PA Consulting Group; Meridica has dry powder inhaler technology |
Molecular |
Qiagen NV (the Netherlands; QGENF) |
9/27/04 |
9/27/04 |
$28.5 |
Qiagen paid cash to acquire the key assets of the company with amplification technology; another $6.75M could be paid in the deal |
Opexa |
PharmaFrontiers Corp. (OTC BB:PFTR) |
10/8/04 |
11/8/04 |
$23.8 |
Opexa recevied 2.5M shares in the deal and owns about 25% of the merged company; Opexa is the surviving corporation |
Penn T Ltd.* |
Celgene Corp. (CELG) |
10/21/04 |
10/21/04 |
$110 |
Celgene paid about $110M to a consortium of private investors for Penn T, its manufacturer for Thalomid |
ProQuest |
Guilford Pharmaceuticals Inc. (GLFD) |
12/2/04 |
12/23/04 |
$6.7 |
Guilford issued about 1.33M shares in the deal, giving it full ownership of the Phase III sedative Aquavan, which the companies had been developing together |
SciTegic Inc.* |
Accelrys Inc. |
9/14/04 |
9/28/04 |
$19 |
Accelrys paid $12.9M in cash and 1.04M shares to acquire SciTegic, which provides software solutions for life science applications; another 334,324 shares could be paid over two years depending on the retention of two key SciTegic employees |
Silicon |
Agilent Technologies Inc. (NYSE:A) |
8/23/04 |
11/1/04 |
ND |
Terms of the deal were not disclosed; Silicon Genetics provides software solutions for life science discovery |
Skinetics |
Sirna Therapeutics Inc. (RNAI) |
12/8/04 |
12/8/04 |
ND |
As part of a move into dermatoloy, Sirna issued stock to acquire Skinetics, which is developing siRNAs for permanent hair removal |
TKT Europe 5S |
Transkaryotic Therapies Inc. (TKTX) |
10/20/04 |
10/20/04 |
$61 |
TKT acquired the 20% of the European subsidiary it did not already own |
Upstate Group |
Serologicals Corp. (SERO) |
9/7/04 |
10/14/04 |
$205 |
Serologicals paid $102.5M in cash and issued about 4.3M shares in the acquisition; Upstate has various drug research and discovery technologies |
X-Ceptor |
Exelixis Inc. (EXEL) |
9/28/04 |
10/19/04 |
$23.8 |
Exelixis issued about 2.5M shares and paid $2.9M in cash to acquire X-Ceptor, which focuses on compounds that modulate nuclear hormone receptors |
II. PENDING MERGERS AND ACQUISITIONS | |||||
Company |
Acquiring Company* (Country; Symbol) | Date Announced | Expected Completion | Value (M)** |
Terms/Details |
| | |||||
Aventis |
Inyx Inc. |
10/7/04 |
1Q:05 |
ND |
The production center in Puerto Rico is a unit of the Sanofi-Aventis Group; terms of the deal were not disclosed |
Bio Asia* |
Invitrogen Corp. (IVGN) |
12/8/04 |
ND |
$8 |
Invitrogen will pay up to $8M in cash for Bio Asia, which provides products to the Chinese research community |
Biofrontera |
DNAPrint genomics Inc. (OTC BB:DNAP) |
9/28/04 |
ND |
$25 |
DNAPrint agreed to invest $25M in Biofront- era over two years in exchange for a 51.77% stake in the company |
Corgenix |
Genesis Bioventures Inc. (AMEX:GBI) |
8/5/03 |
1Q:05 |
$8 |
Genesis plans to merge with Corgenix, issuing 14M shares in exchange for 100% of Corgenix's outstanding shares in a deal valued at about $8M; the companies said in March 2004 they signed a definitive agreement after meeting a financing condition |
Dragon |
Oriental Wave Holding Ltd.* (China) |
3/24/04 |
1Q:05 |
ND |
Companies entered definitive merger agreement under which Dragon would own 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 |
IGI Inc. |
Senetek plc (SNTK) |
10/27/04 |
ND |
ND |
The companies signed a letter of intent on an all-share deal that would leave Senetek with 60% ownership of the merged company |
Igeneon AG* |
Aphton Corp. (APHT) |
12/15/04 |
1H:05 |
$81 |
Igeneon stockholders would receive 21.5M Aphton shares in the deal; the value is based on Aphton's Dec. 14 closing price |
Allergy business |
Healthcare Technologies |
6/29/04 |
ND |
ND |
ImmvaRx would be issued 350,000 Healthcare shares, a warrant to buy 1M shares at $1 to $1.25 per share, and a 30-month warrant to be issued 14.65M shares with a nominal exercise price; ImmvaRx then could buy all of Healthcare, and Gamida for Life then could purchase all of Healthcare's subsidiaries for $7.2M |
Lynx |
Solexa Ltd.* |
8/13/04 |
1Q:05 |
$56.3 |
They entered a nonbinding letter of intent on a merger under which Solexa would be the majority shareholder; Solexa is providing a $2.5M loan to help Lynx sustain operations during the merger talks; the companies jointly purchased cluster technology assets from Manteia SA in March 2004; they entered a definitive agreement Sept. 28 calling on Lynx to issue 29.5M shares in the deal |
Molecular |
Cerep SA (France; Nouveau Marche:CERF) |
5/25/04 |
1Q:05 |
€4.2 (US$5.2) |
Cerep would issue 400,000 shares in the deal, which would represent 3.35% of the merged company, or pay between €3.6M and €4.8M in cash; Cerep also would pay royalties of 5% or 8% to MEL shareholders on the first diagnostic and therapeutic products approved or licensed |
Neurofit* |
Bionomics Ltd. (Australia; ASX:BNO) |
12/16/04 |
1Q:05 |
€1.25 (US$1.7) |
Bionomics plans to pay €1M in cash and and €0.25M in stock to acquire Neurofit, which conducts contract research and preclinical testing |
O.E.M. |
Meridian Bioscience Inc. (VIVO) |
11/10/04 |
1H:05 |
ND |
Letter of intent call for O.E.M. to receive cash and performance-based earn-out opportunities in the deal |
Optive |
Tripos Inc. (TRPS) |
12/22/04 |
1Q:05 |
$8 |
Tripos will issue 599,521 shares of stock and pay $4.75M in cash for Optive, which develops software for computer-assisted molecular discovery |
Panacos |
V.I. Technologies Inc. (VITX) |
6/3/04 |
1Q:05 |
$152 |
Vitex was to issue about 25M shares in the deal, worth $27M based on the June 3 closing price; the proposal was altered twice, the second time on Nov. 29 after Panacos got good trial results and Vitex reported poor results; Panacos would get 227M shares, worth $152M based on the Nov. 28 closing price, and own 80% of the combined company |
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 |
ProBio |
Pharming Group NV (the Netherlands; Euronext:PHARM) |
12/28/04 |
ND |
ND |
Pharming intends to issue shares representing 1.5% of the company to acquire the 55% of ProBio it doesn't already own |
ProCyte Corp. |
PhotoMedex Inc. (PHMD) |
12/1/04 |
1Q:05 |
$24.4 |
PhotoMedex would issue about 10.5M shares in the deal, valuing ProCyte at $1.49 per share, a 33% premium when announced; ProCyte would own 21% of the combined company |
Synt:em SA* |
Sonus Pharmaceuticals Inc. (SNUS) |
11/3/04 |
1Q:05 |
$12 |
Terms of the deal were revised Dec. 28; Sonus would issue no more than 5.4M shares in the deal, with $12M in stock due at closing; remaining shares would be issued upon Synt:em products entering Phase II trials; Synt:em could own up to 20% of the merged company |
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 | |||||
Company |
Acquiring Company* | Date Announced | Termination Date | Value (M)** |
Terms/Details |
| | |||||
IBEX |
IMI International Medical Innovations Inc. (Canada; TSE:IMI) |
11/3/04 |
12/16/04 |
C$9 |
IBEX shareholders rejected an unsolicited offer IMI made of C$0.42 per share, mostly in stock; IBEX officials said the offer undervalued IBEX |
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. | |||||
AMEX = American Stock Exchange; ASX = Australian Stock Exchange; NYSE = New York Stock Exchange; OTC BB = Over-the-Counter Bulletin Board; SWX = Swiss Stock Exchange; TSE = Toronto Stock Exchange; VSE = Vancouver Stock Exchange. | |||||
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