I. COMPLETED MERGERS AND ACQUISITIONS | |||||
| |||||
Company |
Acquired By Or |
Date Announced | Date Completed | Value (M)** |
Terms/Details |
| | |||||
Ability |
Medarex Inc. (MEDX) |
6/25/04 |
8/5/04 |
$4.2 |
Medarex paid $593,00 in cash and issued 731,823 shares in the deal; Ability could receive another $3.56M depending on the development of its anti-IP-10 antibody program in immune disorders |
| |||||
AltaGen |
Serologicals Corp. (SERO) |
6/30/04 |
7/27/04 |
ND |
AltaGen is the parent company of Sierra BioSource, a provider of contract R&D services to the cell culture industry; terms were not disclosed |
| |||||
Arius |
BioDelivery Sciences International Inc. (BDSI) |
8/10/04 |
8/24/04 |
$3.7 |
BDSI issued about 1.65M shares of preferred stock that are convertible into that many common shares, either in five years or upon FDA approval of Arius' first product; Arius now is a wholly owned BDSI subsidiary |
| |||||
Atto |
Becton, Dickinson & Co. (NYSE:BDX) |
7/1/04 |
7/1/04 |
$25 |
BD paid cash to acquire Atto, which focuses on real-time analysis of interactions taking place in living cells |
| |||||
Axon |
Molecular Devices Corp. (MDCC) |
3/21/04 |
7/1/04 |
$106 |
MDC paid about $68M in cash and issued 3.6M shares that were valued at $64M; as part of the deal it acquired $26M in cash held by Axon |
| |||||
Azign |
Atonomics ApS* (Denmark) |
6/29/04 |
6/29/04 |
ND |
Atonomics acquired Azign, while NeuroSearch retained assets related to drug research; NeuroSearch participated in a financing of Atonomics, and kept a stake of 25% in the diagnostics company |
| |||||
Bioglan |
Bradley Pharmaceuticals Inc. (NYSE:BDY) |
6/9/04 |
8/10/04 |
$188.3 |
Bradley paid cash in acquiring the specialty dermatology products unit, which Quintiles acquired in March 2002 |
| |||||
Cell Science |
Carl Zeiss Jena GmbH (Germany; FSE:AFXG) |
6/1/04 |
6/1/04 |
ND |
Carl Zeiss acquired the UK-based division, which focuses on confocal microscopy and multiphoton technology |
| |||||
Two divisions |
SeraCare Life Sciences Inc. (SRLS) |
4/16/04 |
9/15/04 |
$30M |
SeraCare paid $30M in cash to acquire BBI Diagnostics and BBI Biotech Research Laboratories, and will assume certain liabilities |
| |||||
Instrumentation |
Source Scientific LLC* |
6/8/04 |
6/8/04 |
$0.9 |
BBI will get a $900,000 note and retain 30% of the BBI Source Scientific Inc. unit; Richard Henson and Bruce Sargeant, who founded the unit in 1980, each got a 35% stake and rights to buy out the remainder |
| |||||
BresaGen Inc. |
CyThera Inc.* |
11/27/03 |
6/28/04 |
ND |
CyThera acquired the cell therapy division based at the University of Georgia; following the deal and a concurrent financing, BresaGen owned 30% of the company |
| |||||
Celltech |
UCB SA (Belgium; Euronext:UCBB) |
5/18/04 |
8/10/04 |
£1.53B |
The all-cash offer represented a premium of about 27% to the recent Celltech price and 45% to the one-year average; UCB paid 550 pence per ordinary share (US$19.44 per American depository share) |
| |||||
CellExSys Inc. |
Chromos Molecular Systems Inc. (Canada; TSE:CHR) |
6/22/04 |
7/28/04 |
C$4.2 |
Chromos issued 1.5M shares and a C$3.375M convertible debenture; CellExSys will own 8.1% to 17.2% of the company, depending on whether Chromos pays the note off in cash or stock; CellExSys has cell therapy assets |
| |||||
ChemGenex |
AGT Biosciences Ltd. (Australia; ASX:AGT) |
4/27/04 |
6/21/04 |
A$14 (US$10.4) |
AGT said it would issue 28M ordinary shares in the acquisition; the combined company is named ChemGenex Pharmaceuticals Ltd., will trade on the Australia exchange under the "CSX" symbol, and have operations in Menlo Park, Calif., and Geelon, Australia |
| |||||
Chrysalis |
OrthoLogic |
4/29/04 |
8/6/04 |
$27.5 |
OrthoLogic paid $2.5M in cash and issued 3.46M shares worth $25M; another $7M in stock would be paid upon certain milestones, inluding FDA acceptance of an NDA filing on a Chrysalis product |
| |||||
CIMA Labs |
Cephalon Inc. (CEPH) |
8/21/03 |
8/12/04 |
$403 |
Cephalon paid $34 per share in cash to CIMA shareholders, valuing the deal at $403M, net of cash CIMA had on hand June 30; CIMA was trying to get back the $11.5M breakup fee it paid to aaiPharma Inc. when it decided to merge with Cephalon instead, alleging fraud and breach of contract by aaiPharma |
| |||||
Digital Gene |
Neurome Inc.* |
8/10/04 |
8/10/04 |
ND |
Neurome acquired substantially all the DGTI assets, including the TOGA, or Total Gene Expression Analysis, technology; terms were not disclosed |
| |||||
Dynport |
Computer Sciences Corp. (NYSE:CSC) |
8/17/04 |
8/17/04 |
ND |
CSC acquired Porton International Inc.'s share in their Dynport joint venture, gaining full ownership of Dynport |
| |||||
Email Real |
Hudson Health Sciences Inc.* |
7/22/04 |
7/22/04 |
ND |
Hudson Health completed a reverse merger under which it owns 87% of the new company, which changed its name to Hana Biosciences Inc.; the merged company retained the purchased firm's stock listing |
| |||||
Empire |
Neurobiological Technologies Inc. (NTII) |
7/15/04 |
7/15/04 |
$22.8 |
NTI initially issued 2.9M shares and paid $2M in cash; it would pay about the same amounts in stock and cash upon the start of pivotal trials of Viprinex, a perfusion therapy for use in treating acute ischemic stroke; the first payment was valued at $11.5M |
| |||||
Galenica |
Australian Cancer Technology Ltd. (Australia; ASX:ACU) |
5/20/04 |
7/19/04 |
$5 |
ACT issued about 1.96M shares and paid about $350,000 at closing; another $3M will be paid in cash or stock in one year, and $1M more could be paid in two years if milestones are met |
| |||||
Genomics |
Seracare Life Sciences Inc. (SRLS) |
6/3/04 |
6/3/04 |
$14.3 |
SeraCare paid 1.1M shares of unregistered common stock and $800,000 in cash for GCI, which provides clinical samples and applies genetics to target validation |
| |||||
Graffinity |
MyoContract AG* (Switzerland) |
9/8/04 |
9/8/04 |
ND |
The companies merged in an all-share deal to form Santhera Pharmaceuticals AG; the company concurrently raised €7M (US$8.5M) |
| |||||
Heilongjiang |
American Oriental Bioengineering Inc. (Hong Kong; OTC BB:AOBO) |
5/26/04 |
9/9/04 |
$7.2 |
AOB paid $7.2M in cash to acquire Heilongjiang, formerly a Chinese state-owned company with 500 employees focused primarily on pharmaceutical production |
| |||||
Hycor |
Stratagene |
7/25/03 |
6/2/04 |
ND |
The merged company kept the Stratagene name and began trading under the "STGN" symbol; each Hycor share was converted into 0.6158 Stratagene shares, with Hycor owning about 23% of the merged company |
| |||||
UK-based clinical |
Ergomed Clinical Research Ltd.* (Germany) |
6/21/04 |
6/21/04 |
ND |
Ergomed will become a preferred provider of services to ILEX and will continue to provide services for clinical studies outside the U.S. |
| |||||
InnaPhase |
Thermo Electron |
9/13/04 |
9/13/04 |
$65 |
Thermo Electron paid $65M in cash for InnaPhase, which supplies laboratory management information systems |
| |||||
Kinacia Pty. |
Cerylid |
6/2/04 |
6/2/04 |
ND |
Details of the deal were not disclosed; the |
| |||||
MDS Proteomics |
Optimol (50% owned by MDS Inc.) |
6/1/04 |
7/29/04 |
ND |
Reorganization resulted in the merger of the MDS units into a new company named Protana Inc.; MDS' stake in Protana was reduced to 48% |
| |||||
Mitokor Inc.* |
Micrologix Biotech Inc. (Canada; TSE:MBI) |
4/15/04 |
8/31/04 |
C$4.4 (US$3.4) |
Micrologix issued about 5.4M shares in the acquisition; Mitokor could earn another US$4M in shares if certain milestones are met |
| |||||
MJ GeneWorks |
Bio-Rad Laboratories Inc. (AMEX:BIO) |
6/2/04 |
8/18/04 |
$32 |
Bio-Rad paid $32M in cash and assumed certain liabilities in the acquisition; MJ Research focuses on DNA amplification technology |
| |||||
Munich Biotech |
MediGene AG |
8/13/04 |
8/13/04 |
€8.5 (US$10.5) |
Munich Biotech investors contributed €4M to the combined company and in return received 1.96M shares valued at €12.5M that represented about 12.7% of MediGene |
| |||||
NeuColl Inc.* |
Angiotech Pharmaceuticals Inc. (Canada; ANPI) |
6/24/04 |
8/6/04 |
$12.9 |
Angiotech paid $12.9M in cash to acquire NeuColl, which it already had a stake in through its January 2003 acquisition of Cohesion Technologies Inc.; NeuColl focuses on orthobiologics |
| |||||
NewBiotics |
Celmed BioSciences (subsidiary of Theratechnologies Inc.; Canada;TSE:TH) |
6/7/04 |
7/7/04 |
ND |
The all-share deal gave NewBiotics 29.7% of Celmed, while Theratechnologies' stake was reduced from 59.7% to 42% |
| |||||
Peptor Ltd.* |
DeveloGen AG* (Germany) |
11/13/03 |
5/17/04@ |
ND |
The merged company kept the DeveloGen name and closed a €19M round of financing upon the deal's close |
| |||||
Prion |
Chiron Corp. |
8/31/04 |
8/31/04 |
ND |
Chiron acquired Prion Solutions, which focuses on research in variant Creutzfeldt- Jakob disease and other prion-related diseases |
| |||||
ProSkelia SAS* |
Strakan Group Ltd.* (UK) |
6/8/04 |
9/7/04 |
ND |
Each company owns 50% of the combined firm, which changed its name to ProStrakan Group Ltd.; it is headquartered in Scotland and has research operations near Paris |
| |||||
ProteEx Inc.* |
Power3 Medical Products Inc. (OTC BB:PWRM) |
5/18/04 |
5/18/04@ |
ND |
Power3 issued 15M restricted shares in the deal and changed its focus to concentrate its business on the proteomics work being conducted by ProteEx |
| |||||
Protein |
Locus Pharmaceuticals Inc.* |
7/20/04 |
7/20/04 |
ND |
Protein Mechanics has simulation technology that it applies to protein movement and uses for the design of small- molecule therapeutics |
| |||||
Protein |
PediaMed Pharmaceuticals Inc.* |
9/8/04 |
9/8/04 |
ND |
Protein Therapeutics has an immunoglobulin drug entering Phase II trials for gastrointestinal dysfunction in autistic children; terms of the deal were not disclosed |
| |||||
Sagres Discovery Inc.* |
Chiron Corp. |
7/6/04 |
7/6/04 |
ND |
Sagres focuses on the discovery and validation of targets with applications in cancer therapeutics, which are expected to help in Chiron's collaboration with XOMA Ltd. |
| |||||
Synthetic DNA |
Operon Biotechnologies Inc.* |
6/30/04 |
6/30/04 |
$24.3 |
A management team at Qiagen paid $17.8M in cash and the rest in a promissory note; Qiagen retains a 16% stake in the newly formed company and retains some preferred access to products and services |
| |||||
Shiprock Inc. |
Duska Scientific Co.* |
3/4/04 |
8/31/04 |
ND |
Shiprock changed its name to Duska Therapeutics Inc. after the merger and its symbol to "DSKT"; former Duska shareholders own 92% of the combined company |
| |||||
Vaccine business |
ID Biomedical Corp. (Canada; IDBE) |
4/20/04 |
9/9/04 |
$120 |
ID Biomedical paid $60M in cash and $60M in subscription rights to its shares; Shire will provide a four-year loan of up to $100M to finance development of the vaccines business |
| |||||
Tularik Inc. |
Amgen Inc. (AMGN) |
3/29/04 |
8/13/04 |
$1.3B |
Amgen, which owned 21% of Tularik, issued 24M shares for the rest of the company, valuing the deal at about $1.3B |
| |||||
Used Kar Parts |
Xenomics Inc.* |
5/18/04 |
7/2/04 |
ND |
Reverse merger under which the previously private company Xenomics was the surviving entity; the ticker symbol is "XNOM" |
| |||||
Verdia Inc. |
DuPont (NYSE:DD) |
6/3/04 |
7/2/04 |
$64 |
Dupont paid $64M in cash to acquire Veridia, a plant sciences company; the deal includes the MolecularBreeding directed evolution platform for agricultural applications |
| |||||
Zycos Inc* |
MGI Pharma Inc. (MOGN) |
9/1/04 |
9/3/04 |
$50 |
MGI paid $50M in cash for Zycos, which is developing oncology and antiviral products; it has two products in the clinic |
| |||||
II. PENDING MERGERS AND ACQUISITIONS | |||||
Company |
Acquiring |
Date Announced | Expected Completion | Value (M)** |
Terms/Details |
| |||||
Aclara |
ViroLogic Inc. |
6/1/04 |
4Q:04 |
$180 |
ViroLogic would issue 1.7 shares for each Aclara share, valuing each Aclara share at $4.78 based on ViroLogic's May 28 closing price; Aclara also would get contingent value rights that could increase the value of the deal; ViroLogic would own 52% of the combined company, and all operations would move to ViroLogic's heaquarters in South San Francisco |
| |||||
Aesgen Inc.* |
MGI Pharma Inc. (MOGN) |
9/1/04 |
2H:04 |
$32 |
MGI agreed to pay $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 |
| |||||
Ardent |
Enhance Biotech Inc. (OTC BB:EBOI) |
8/12/04 |
2H:04 |
ND |
Companies signed a definitive merger agreement under which Enhance would get 55% of the combined company, which would continue under the Enhance Biotech name |
| |||||
Atrix Laboratories |
QLT Inc. (Canada; QLTI) |
6/14/04 |
2H:04 |
$855 |
Atrix shareholders would get one QLT share and $14.61 in cash for each share held, giving them 23% of the merged company; the value of the deal net of Atrix's cash is $751M |
| |||||
Corgenix |
Genesis Bioventures Inc. (AMEX:GBI) |
8/5/03 |
3Q:04 |
$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 |
| |||||
Cytovax |
Millenium Biologix Inc.* (Canada) |
9/22/04 |
4Q:04 |
ND |
They entered a definitive agreement under which privately held Millenium would own 80% of the merged company, which would keep the Millenium name |
| |||||
Dragon |
Oriental Wave Holding Ltd.* (China) |
3/24/04 |
3Q:04 |
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 |
| |||||
Epoch |
Nanogen Inc. (NGEN) |
9/7/04 |
4Q:04 |
$58 |
Definitive agreement calls for Nanogen to pay about $2 per share in stock for each of Epoch's 29M shares, a premium of about 30% to a 20-day average; Nanogen had about 33.8M shares outstanding on Aug. 12 |
| |||||
ILEX Oncology |
Genzyme Corp. (GENZ) |
2/26/04 |
4Q:04 |
$1B |
ILEX shareholders would get $26 in Genzyme stock for each share held, a premium of about 22% to the prior day's close; ILEX, which has approval for the cancer drug Campath, would stay in San Antonio; an FTC request in April for additional information extended the deal's waiting period |
| |||||
Allergy business |
Healthcare Technologies Inc. (Israel; HCTL) |
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 |
| |||||
Inveresk |
Charles River Laboratories International Inc. (NYSE:CRL) |
7/1/04 |
4Q:04 |
$1.5B |
CRL would issue 0.48 shares and $15.15 in cash for each Inveresk share, or $38.61 per share based on the June 30 closing price; CLL would own 73% of the merged contract research organization |
| |||||
Laxdale Ltd.* |
Amarin Corp. |
7/12/04 |
2H:04 |
$3.3 |
Amarin would issue 3.5M ADRs, worth about $3.3M when announced; 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; one condition of the merger is Amarin securing a $15M financing; Amarin previously licensed U.S. rights to Miraxion |
| |||||
Lynx |
Solexa Ltd.* (UK) |
8/13/04 |
2H:04 |
ND |
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 |
| |||||
Meridica Ltd.* |
Pfizer Inc. |
9/22/04 |
4Q:04 |
$125 |
Pfizer plans to purchase the 90% of Meridica it doesn't already own from PA Consulting Group; Meridica is a delivery company with dry powder inhaler technology |
| |||||
Molecular |
Cerep SA (France; Nouveau Marche:CERF) |
5/25/04 |
2H:04 |
€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 |
| |||||
Panacos |
V.I. Technologies Inc. (VITX) |
6/3/04 |
4Q:04 |
$27 |
Vitex would issue about 25M shares in the deal, worth $27M based on the June 3 closing price; Panacos could get another 20M shares if certain clinical milestones were met for the HIV candidate PA-457 |
| |||||
SciTegic Inc.* |
Accelrys Inc. |
9/14/04 |
3Q:04 |
$18.8 |
Definitve merger agreement calls for payment to SciTegic of $12.25M in cash and 1.04M Accelrys shares; another 334,324 shares could be paid over two years under certain conditions |
| |||||
Silicon |
Agilent Technologies Inc. (NYSE:A) |
8/23/04 |
ND |
ND |
Terms of the deal were not disclosed; Silicon Genetics provides software solutions for life science discovery |
| |||||
Upstate Group |
Serologicals |
9/7/04 |
4Q:04 |
$205 |
Definitive agreement calls for Serologicals to pay a combination of cash and up to 5M shares in the deal; Upstate has various drug research and discovery technologies |
| |||||
III. TERMINATED MERGERS AND ACQUISITIONS | |||||
Company |
Acquiring Company* | Date Announced | Termination Date | Value (M)** |
Terms/Details |
| |||||
Agenix Inc. |
Peptech Ltd. (Australia; ASX:PTD) |
4/29/04 |
6/8/04 |
ND |
Peptech was to issue seven shares for every 10 Agenix shares; the deal was called off after Agenix was not allowed to look at documentation on Peptech's rights to the drug Remicade, which is the subject of a patent dispute with Centocor Inc. |
| |||||
NexTherapeutics |
Harvard Group Inc.* |
2/12/04 |
N/A |
ND |
Harvard planned to buy the antibody development company under undisclosed terms; the deadline on the deal passed and NexTherapeutics was exploring other options |
| |||||
Nostrum |
Elite Pharmaceuticals Inc. (AMEX:ELI) |
8/8/03 |
8/6/04 |
$74.6 |
Elite planned to acquire Nostrum for about 32M shares; no details were given on why merger negotiations were terminated |
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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 on the day 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; for pending deals, on the date it was announced. | |||||
@ Merger occurred before the time frame of this chart but was not included in the previous M&A chart. | |||||
ND = Not disclosed. N/A = Not available. | |||||
Unless otherwise indicated, shares are traded on Nasdaq. | |||||
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; TSE = Toronto Stock Exchange. | |||||
