I. COMPLETED MERGERS AND ACQUISITIONS | |||||
Company Acquired* (Country; Symbol) |
Acquired By |
Date Announced |
Date Completed |
Value (M)** |
Terms/Details |
| | |||||
Anthrogenesis Corp.* |
Celgene Corp. (CELG) |
11/14/02 |
1/2/03 |
$45 |
Celgene acquired Anthrogenesis, issuing 1.45M shares and 1.12M options and warrants at an exchange ratio of 0.4545 per share of Anthrogenesis common stock and warrants |
|
|
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Analytical |
GFS Chemicals Inc.* |
2/17/03 |
2/17/03 |
$2.1 |
A.P. Pharma sold its Analytical Standards division to GFS Chemicals for $2.1M in cash and a royalty on sales varying from 5% to 15% through 2007 |
|
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Asklia Holding AG* |
Cytos Biotechnologies AG* (Switzerland) |
9/24/02 |
10/22/02 |
ND |
The companies merged in an agreement in which Asklia shareholders received five Cytos shares with a value of CHF0.10 (US7 cents), in exchange for one Asklia share |
|
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Atlantic |
Manhattan Pharmaceuticals Inc.* |
12/18/02 |
2/24/03 |
ND |
A wholly owned subsidiary of Atlantic merged with Manhattan; Atlantic issued four shares of stock to Manhattan shareholders for one share of stock outstanding; Atlantic stockholders own about 20% and Manhattan stockholders own about 80% of the combined company |
|
|||||
BioSource |
Innovative Technology Acquisition Corp. (OTC BB: ITAQ) |
11/6/02 |
11/6/02 |
ND |
Innovative Technology acquired 100% of BioSource; financial details were not disclosed |
|
|||||
Biotie Therapies Oyj* (Finland) |
Biovian Oy* (Finland) |
2/1/03 |
2/1/03 |
ND |
Biotie Therapies sold its process development and production unit to Biovian Oy, which was established by management and employees; terms were not disclosed |
|
|||||
Centagenetix |
Elixir Pharmaceuticals Inc.* |
1/13/03 |
2/12/03 |
ND |
Centagenetix and Elixir merged in an all-stock transaction; a round of $17M in financing followed the merger, but further financial terms were not disclosed |
|
|||||
Cohesion Technologies Inc. (CSON) |
Angiotech Pharmaceuticals Inc. (ANPI) |
9/30/02 |
2/3/02 |
$42 |
Angiotech acquired Cohesion, with each share of Cohesion being exchanged for a share of Angiotech common stock at a fixed ratio of 0.11688; the merger was valued at $42M |
|
|
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Dallas Burston Ltd.* (UK) |
SynGenix Ltd.* (UK) |
1/27/03 |
1/27/03 |
ND |
SynGenix acquired Dallas Burston by issuing new shares; financial details were not disclosed |
|
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DzGenes LLC* |
Viral Therapeutics Inc.* |
2/21/03 |
2/21/03 |
ND |
Viral Therapeutics bought DzGenes for an undisclosed amount |
|
|||||
Epic Therapeutics Inc.* |
Baxter Healthcare Corp. (NYSE:BAX) |
11/11/02 |
12/31/02 |
$100 |
Baxter acquired Epic in a deal valued at between $50M and $100M |
|
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The BTX Division |
Harvard Bioscience Inc. (HBIO) |
1/31/03 |
2/3/03 |
$3.7 |
Harvard Bioscience purchased all of the properties and assets used in Genetronics' BTX Division; the terms of the sale are $3.7M in cash, subject to certain adjustments, and a royalty on net sales of BTX products above certain sales targets for a period of four years |
|
|||||
Genomic Solutions Inc. (GNSL) |
Harvard Bioscience Inc. (HBIO) |
7/18/02 |
10/25/02 |
$18 |
Harvard Bioscience acquired Genomic Solutions for 3.2M shares and $9M in cash, for a total value of $18M |
|
|||||
Hyseq Pharmaceuticals Inc. (HYSQ) |
Variagenics Inc. (VGNX) |
11/11/02 |
2/3/03 |
$56 |
Companies merged in a stock deal valued at about $56M; the merger was a reverse stock transaction through which Hyseq will form a wholly owned subsidiary that will merge into Variagenics; in January, Variagenics turned away Acacia Research Corp., which made an eleventh-hour offer; the merged company is called Nuvelo Inc. and will trade on Nasdaq under the symbol “NUVO“ |
|
|
|
|||
InforMax Inc. (INMX) |
Invitrogen Corp. (IVGN) |
10/15/02 |
12/12/02 |
$42 |
Invitrogen acquired InforMax in an all-cash transaction valued at $1.36 per share, or about $42M for the fully diluted equity |
|
|
||||
Innathera Inc.* |
Genesis Bioventures Inc. (AMEX:GBI) |
12/2/02 |
2/12/03 |
ND |
Genesis Bioventures purchased Innathera's estimated 20M outstanding shares for an undisclosed price; also, as part of the deal, Genesis Bioventures will complete a $15M equity financing |
|
|||||
Maxia Pharmaceuticals Inc.* |
Incyte Genomics Inc. (INCY) |
11/12/02 |
2/19/03 |
$42.3 |
Incyte acquired Maxia, paying $28.3M in cash and stock, and up to $14 million in future clinical performance milestone payments |
|
|
||||
Mimotopes Pty. Ltd.* (Australia; subsidiary of MitoKor Inc.) |
Fisher Scientific International Inc. (NYSE:FSH) |
11/27/02 |
11/27/02 |
ND |
MitoKor sold its Australian subsidiary to Fisher Scientific for an undisclosed amount |
|
|
||||
Modex Therapeutics Ltd. (Switzerland; SWX:MDXN) |
IsoTis NV* (the Netherlands) |
9/23/02 |
12/3/02 |
€44.5 (US$43.6) |
The companies merged, with IsoTis shareholders receiving 1.4 shares of Modex stock for each share held and would hold about two-thirds of the equity of the combined company |
|
|||||
Neuro Bioscience Inc. (OTC BB:NUBI) |
Mortgage Professional Lead Source Inc.* |
11/26/02 |
11/26/02 |
ND |
Mortgage Professional acquired Neuro Bioscience for an undisclosed amount |
|
|||||
OraPharma Inc. (OPHM) |
Johnson & Johnson (NYSE:JNJ) |
11/13/02 |
2/11/03 |
$85 |
Johnson & Johnson acquired OraPharma for $85M, giving OraPharma shareholders $7.41 for each outstanding share |
|
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Oxiquant Inc.* |
Adherex Technologies Inc. (Canada; TSE:AHX) |
10/2/02 |
11/22/02 |
C$18 (US$11.3) |
Adherex and Oxiquant merged, with Adherex issuing about 40M new shares for Oxiquant; the deal is worth US$11.3M |
|
|||||
Pangene Corp.'s genomics business* |
NaPro BioTherapeutics Inc. (NPRO) |
1/27/03 |
1/27/03 |
ND |
NaPro acquired Pangene's genomics business for an undisclosed sum |
|
|||||
Rhodia (France) business units (NYSE:RHA) |
Genencor International Inc. (GCOR) |
1/6/03 |
1/6/03 |
€9 (US$9.7) |
Genencor acquired the brewing and enzyme business of Rhodia for about €9M in cash |
|
|||||
Semco Bioscience Inc.* |
Novozymes A/S* (Denmark) |
2/3/03 |
2/3/03 |
ND |
Novozymes bought Semco for an undisclosed amount |
|
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Sense Proteomic Ltd.* (UK) |
Procognia Ltd.* (UK) |
1/16/03 |
1/16/03 |
ND |
Procognia acquired Sense Proteomic for an undisclosed amount |
|
|||||
SURG II Inc. (OTC BB:SURG) |
Chiral Quest LLC* |
11/13/02 |
2/18/03 |
ND |
The companies completed a stock-for-unit exchange; Chiral Quest stockholders received about two-thirds of the merged company; the company will be named Chiral Quest Inc. and trade on the OTC Bulletin Board under the symbol “CQST“ |
|
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Triangle Pharmaceuticals Inc. (VIRS) |
Gilead Sciences Inc. (GILD) |
12/4/02 |
1/15/03 |
$464 |
Gilead acquired Triangle with a cash tender offer for all outstanding Triangle stock at $6 per share |
|
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Valley Pharmaceuticals Inc.* |
Provectus Pharmaceuticals Inc. (OTC BB:PVCT) |
11/20/02 |
11/20/02 |
ND |
Provectus acquired Valley with a transfer to the founders of Provectus through a split with Photogen Technologies Inc.; it was accomplished via a merger with a Provectus subsidiary; the merged entity is called Xantech Pharmaceuticals |
|
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Vascular Genetics Inc.* |
GenStar Therapeutics Corp. (AMEX:GNT) |
9/13/02 |
2/6/03 |
ND |
The companies merged, with VGI becoming a wholly owned subsidiary of GenStar; the new company is called Corautus Genetics Inc. and will trade on the American Stock Exchange under the symbol “CAQ“ |
|
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Zentaris AG* (Germany) |
AEterna Laboratories Inc. (Canada; AELA) |
12/31/02 |
1/8/03 |
C$85 (US$57) |
AEterna acquired Zentaris, paying US$29.1M on Dec. 31, 2002, and the remainder in 2003 |
|
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II. PENDING MERGERS AND ACQUISITIONS | |||||
Company To Be Acquired* (Country; Symbol) |
Acquiring Company* (Country; Symbol) |
Date Announced |
Expected Completion |
Value (M)** |
Terms/Details |
| | |||||
3-Dimensional Pharmaceuticals Inc. (DDDP) |
Johnson & Johnson (NYSE:JNJ) |
1/16/03 |
2Q:03 |
$129 |
J&J plans to acquire 3-Dimensional, paying $5.74 in cash for each of its 22.5M outstanding shares, for a total of about $129M |
|
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Ancile Pharmaceuticals Inc.* |
Mera Pharmaceuticals Inc. (OTC BB:MRPI) |
1/10/03 |
ND |
ND |
Mera plans to acquire Ancile by paying its shareholders with shares of Mera common stock equal to about 35% of Mera in exchange for their Ancile shares |
|
|||||
Anosys Inc.* |
Epimmune Inc. (EPMN) |
2/13/03 |
ND |
ND |
Epimmune plans to acquire Anosys in an all-stock transaction; details were not disclosed |
|
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Biosearch Italia (Italy; Nuovo Mercato:BIO) |
Versicor Inc. (VERS) |
7/31/02 |
1Q:03 |
$260.7 |
Versicor plans to buy Biosearch for $260.7M in a stock swap expected to close early in 2003 |
|
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Cell Pathways |
OSI Pharmaceuticals Inc. (OSIP) |
2/10/03 |
2Q:03 |
$32 |
OSI plans to acquire Cell Pathways in an all-stock deal valued at $32M; OSI will exchange 0.0567 shares of OSI for every share of Cell Pathways |
|
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Chemicon International |
Serologicals Corp. (SERO) |
2/11/03 |
ND |
$95 |
Serologicals plans to acquire Chemicon and certain affiliated companies for $95M in cash, less Chemicon's outstanding debt |
|
|||||
Chienna BV* (subsidiary of |
OctoPlus BV* (the Netherlands) |
2/26/03** |
1Q:03 |
ND |
OctoPlus plans to purchase Chienna for an undisclosed amount |
| |||||
Corvas International Inc. (CVAS) |
Dendreon Corp. (DNDN) |
2/25/03 |
2Q:03 |
$72.9 |
Dendreon plans to acquire Corvas in a $72.9M stock transaction; each Corvas common share will be exchanged for 0.45 shares of Dendreon common stock; Dendreon would own about 68.6% of the combined company, with Corvas shareholders holding the rest |
|
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Enzon Pharmaceuticals Inc. (ENZN) |
NPS Pharmaceuticals Inc. (NPSP) |
2/20/03 |
2Q:03 |
$750 |
NPS is offering about $750M in stock for Enzon; NPS shareholders will receive a full share of the combined entity's common stock for each NPS share owned; Enzon shareholders will receive 0.7264 shares for each Enzon share; the combined company is valued at $1.6B |
|
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Eos |
Protein Design Labs Inc. (PDLI) |
2/4/03 |
1Q:03 |
$37.5 |
Protein Design Labs plans to buy Eos, issuing about 4.3M shares; the deal is valued at $37.5M |
|
|
||||
GeneFormatics Inc.* |
Structural Bioinformatics Inc.* |
1/6/03 |
1Q:03 |
ND |
The companies will merge, with SBI shareholders holding the majority of the new company |
|
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GenomeVision business of Genome Therapeutics Corp. (GENE) |
Agencourt Bioscience Corp.* |
2/25/03 |
ND |
ND |
Agencourt will acquire the genomic sequencing service business of Genome Therapeutics for an undisclosed amount; Genome Therapeutics will receive a percentage of revenues from commercial and government customers transferred to Agencourt for two years |
|
|
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InNexus Corp.* |
Cusil Venture Corp. (Canada; CDNX:CUS) |
5/6/02 |
ND |
$2.02 |
Cusil plans to acquire InNexus by issuing 7.914M shares, valued at about $2.02M, based on the April 26, 2002, stock price, when trading halted |
|
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Kiadis BV* (the Netherlands) |
Biofrontera Pharmaceuticals GmbH* (Germany) |
2/18/03 |
ND |
ND |
Biofrontera and Kiadis plan to merge into a single entity called Aliga Pharmaceuticals AG, which will be based in Germany with subsidiaries in Germany and the Netherlands |
|
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Lavipharm |
Zonagen Inc. (ZONA) |
10/31/02 |
ND |
$9.6 |
Zonagen will issue Lavipharm about 7.7M of stock at the close of the proposed merger, plus it will issue 2M shares to Lavipharm to cover $10M in debt owed by Lavipharm |
|
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Oxford GlycoSciences plc (UK; OGSI; LSE:OGS) |
Cambridge Antibody Technology Group plc (UK; CATG; LSE:CAT) |
1/23/03 |
1Q:03 |
£109.6 (US$177) |
Cambridge Antibody Technology plans to acquire Oxford GlycoSciences in an all-share deal valued at £109.6M (US$177M); shareholders in CAT will receive 0.3620 new CAT shares for each OGS share |
|
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Scios Inc. (SCIO) |
Johnson & Johnson (NYSE:JNJ) |
2/10/03 |
2Q:03 |
$2.4B |
Johnson & Johnson plans to acquire Scios for $2.5B in cash, or $45 for each outstanding share |
|
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SIRTeX Medical Ltd. (Australia; ASX:SRX) |
Cephalon Australia Pty. Ltd. (subsidiary of Cephalon Inc.; CEPH) |
2/11/03 |
ND |
$161 |
Cephalon Australia plans to buy SIRTeX for A$4.85 (US$2.85) cash for each ordinary share |
|
|||||
StemSource Inc.* |
MacroPore Biosurgery Inc. (FSE:XMP) |
10/9/02 |
ND |
ND |
MacroPore will acquire StemSource for about 1.4M shares |
|
|||||
Synaptic Pharmaceutical Corp. (SNAP) |
H. Lundbeck A/S (Denmark) |
11/21/02 |
1Q:03 |
$121 |
The companies plan to merge in a deal worth about $121M, or $6.50 in cash per share for Synaptic; Synaptic's shareholders approved the merger in February |
|
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TherImmune Research Corp.* |
Gene Logic Inc. (GLGC) |
2/25/03 |
2Q:03 |
$52 |
Gene Logic plans to acquire TherImmune, paying about $31M in cash, and issuing to TherImmune shareholders new Gene Logic common shares worth about $21M |
|
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III. TERMINATED MERGERS AND ACQUISITIONS | |||||
Company |
Acquiring Company* (Country; Symbol) |
Date Announced |
Termination Date |
Value (M)** |
Terms/Details |
| | |||||
Biotrin Holdings plc* (Ireland) |
Meridian Bioscience Inc. (VIVO) |
5/23/02 |
11/8/02 |
ND |
Meridian had planned to acquire Biotrin for cash and provisions for future earn-outs but terminated all negotiations |
eXegenics Inc. (EXEG) |
Innovative Drug Delivery Systems Inc.* |
9/20/02 |
11/26/02 |
$46 |
The companies planned to merge in a stock-for-stock exchange, with one share of IDDS being exchanged for three shares of eXegenics; they terminated the merger plans, but did not disclose the reason |
| | |||||
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 on the date that 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, reported and/or available. | |||||
Unless otherwise indicated, shares are traded on Nasdaq. | |||||
AMEX = American Stock Exchange; ASX = Australian Stock Exchange; CDNX = Canadian Venture Exchange; FSE = Frankfurt Stock Exchange; LSE = London Stock Exchange; NYSE = New York Stock Exchange; OTC BB = Over-the-Counter Bulletin Board; SWX = Swiss Stock Exchange; TSE = Toronto Stock Exchange. | |||||
