| I. COMPLETED MERGERS AND ACQUISITIONS | |||||
| Company Acquired | Acquired By Or Merged With (Country; Symbol) | Date Announced | Date Completed | Value (M)*** | Terms/Details |
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| Arcaris Inc.* | Deltagen Inc. | 7/26 | 8/15 | $12.5 | Deltagen acquired Arcaris for 765,000 new shares, $450,000 in cash, plus transaction fees and expenses, as well as another 50,000 shares for Arcaris employee options; an additional 550,000 shares will be issued upon the achievement of certain milestones |
| Biotechna | Sicor Inc. | 7/25 | 7/25 | $38.55 | Sicor purchased Biotechna by issuing 1.5M shares and a warrant to purchase up to 150,000 shares of common stock at $3.50 per share; Sicor will assume about $30M in debt |
| Calydon | Cell Genesys | 8/2 | 9/5 | $17.4 | Cell Genesys acquired Calydon for $17.4M in stock; it also took on $2.6M in Calydon debt |
| Cerebrotec* | ViaCell Inc.* | 7/25 | 7/25 | ND | ViaCell acquired Cerebrotec for equity of an undisclosed amount |
| DanProcess | Amersham | 7/23 | 7/23 | ND | Amersham said it acquired 100% of DanProcess for an undisclosed amount |
| Genetic | Charles River | 7/5 | 7/20 | $4 | Charles River acquired Genetic Models for $4M in cash |
| Intermed | Endovasc Ltd. | 7/10 | 9/4 | ND | Endovasc acquired Intermed with an undisclosed amount of Endovasc common stock; Intermed will be a wholly owned subsidiary of Intermed |
| Isolagen | American | 8/22 | 8/22 | $2 | American Financial acquired Isolagen in a stock-for-stock transaction, and raised more than $2M in an equity private placement of common stock, and converted $1.45M principal amount of Isolagen debt and approximately $625,000 of accrued liabilities to equity |
| MultiCell | Exten | 4/2 | 8/3 | ND | Exten acquired MultiCell with an undisclosed amount of cash and stock |
| Novazyme | Genzyme | 8/7 | 9/27 | $137.5 | Genzyme acquired Novazyme, paying $137.5M in stock, with Novazyme stockholders being eligible to receive two additional stock payments totaling $87.5M |
| Ophidian | Hemoxymed | 4/17 | 8/22 | $9.5 | Ophidian merged with Hemoxymed by acquiring all of Hemoxymed's stock in exchange for 19M new, unregistered Ophidian shares, about 94% of the company |
| Proligo | Degussa Corp. | 8/29** | 8/31 | US$14.3 | Degussa paid US$14.3M to Gilead Sciences Inc. for the purchase of Gilead's 49% ownership, gaining 100% ownership; Degussa also provided $18M to Proligo for expansion purposes |
| Richcor | BioxelPharma | 7/31 | 7/31 | ND | BioxelPharma acquired Richcor, exchanging 1,322 common shares of Richcor for each common share of Bioxel; Richcor shareholders now hold about 9% of Bioxel, or 2.64 million shares |
| Rosetta | Merck & Co. | 5/11 | 7/19 | $540 | Merck acquired Rosetta for about $540M net in stock; each share of Rosetta stock was converted into 0.2352 shares of Merck stock; Lazard Freres & Co. LLC served as adviser in the acquisition |
| Sequenom | Gemini | 5/29 | 9/20 | $238 | Sequenom issued 12.9M shares to Gemini shareholders at an exchange rate of 0.2 Sequenom shares for each Gemini share, or 0.4 shares for each Gemini American depository shares |
| Thiemann SA | Celltech Group | 9/11 | 9/11 | $45 | Celltech purchased Thiemann for $45M in cash |
| V.I. Technologies | Ampersand | 8/14 | 8/14 | $32 | V.I. Technologies completed the divestiture of its plasma operations for $32M; the new privately held company will be called Precision Pharma Services Inc. |
II. PENDING MERGERS AND ACQUISITIONS |
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| Company To Be Acquired | Acquiring Company (Country; Symbol) | Date Announced | Expected Completion | Value (M)*** | Terms/Details |
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| Ambri Systems (Australia)* | Optecom Ltd. (Australia)* | 7/25** | ND | A$10 (US$5.1) | Optecom said it will buy Ambri for A$10M |
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| Axys Pharma- | Celera | 6/13 | ND | $173 | Celera plans to acquire Axys, issuing shares equivalent to $4.65 per share; the value of the deal is based on Axys' 37.3M shares outstanding |
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| BioNative | Viragen Inc. | 7/12 | ND | ND | Viragen and Viragen Europe signed a letter of intent to acquire BioNative for an undisclosed amount |
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| Biosepra | Ciphergen | 6/26 | ND | $12 | Invitrogen plans to sell its BioSepra chromatography business for $12M in cash |
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| Biosonix | Neoprobe | 9/7 | ND | $5.2 | Neoprobe entered into a memorandum of understanding to acquire all of the outstanding shares of Biosonix, issuing about 11.8M shares, valuing the deal at about $5.2M |
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| British | OSI Pharma- | 8/7 | ND | #8.7 | British Biotech is selling its facilities in Oxford, and laboratory equipment, to OSI for US$12.4M |
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| Cartesian | Genomic | 9/7 | 4Q:01 | $16 | Genomic Solutions plans to acquire Cartesian by issuing 6.8M shares and spending $2.5M in cash |
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| Corporate | Endorex | 8/1 | ND | $10.6 | Endorex plans to acquire all the outstanding capital stock of CTD in a stock-for-stock merger; Endorex will issue about 9.4M shares |
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| Cytomatrix | Select Thera- | 8/30 | 1Q:02E | ND | Select can acquire Cytomatrix in a tax-free exchange of shares from Feb. 1, 2002, to July 31, 2002 |
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| Eos Bio- | Pharmacopeia | 8/22 | 4Q:01 | $197 | Pharmacopeia will issue 10M new shares to buy Eos and assume options for an additional 600,000 shares; Pharmacopeia also will absorb Eos' $44M cash position |
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| SBL Vaccin | PowderJect | 7/3 | ND | $50 | PowderJect plans to acquire SBL Vaccin for $50M in stock and cash |
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| The Althexis | Microcide | 7/30 | 4Q:01 | $22 | Microcide will acquire The Althexis Company by issuing about 5.3M shares for all outstanding shares of Althexis; the deal is valued at $22.22M |
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| Viral | 5 Starliving | 9/19 | 9/01E | ND | 5 Starliving will acquire Viral Genetics for about 30M shares; Viral will become a wholly owned subsidiary of 5 Starliving, and former stockholders will own about 79% of 5 Starliving's outstanding common stock |
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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 on the date that the merger's completion was announced. | |||||
| E = Estimated date, dependent on approval of regulatory authorities and shareholders of one or all companies involved in the transaction; ND = Not disclosed, reported and/or available; unless otherwise indicated, shares are traded on Nasdaq; AMEX = American Stock Exchange; LSE = London Stock Exchange; NYSE = New York Stock Exchange; OTC BB = Over the Counter Bulletin Board; SSE = Stockholm Stock Exchange. | |||||
| * Private companies are indicated with an asterisk. | |||||
| ** Denotes the date the item ran in BioWorld International. | |||||
| *** 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. | |||||
