I. COMPLETED MERGERS AND ACQUISITIONS |
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Company | Acquired By | Date | Date | Value | Terms/Details |
Allergan | Allergan Inc. (NYSE:AGN) | 4/16 | 4/20 | $71 | Allergan has exercised its option to purchase all of the the 3.273M shares of Allergan Specialty Therapeutics at $21.70 per share |
Annovis Inc.* | Transgenomic | 5/2 | 6/2 | $19.4 | Transgenomic acquired Annovis for 1.9M shares, worth $18.9M, and $500,000 in cash |
Apollo BioPharma- | MitoKor* | 5/9 | 6/27 | ND | MitoKor acquired Apollo for a combination of stock and cash; Apollo will become a wholly owned subsidiary of MitoKor |
Aronex | Antigenics Inc. | 4/24 | 7/12 | $28.6 | Antigenics acquired Aronex in a stock-for-stock transaction valued at $28.6M; Aronex shareholders are receiving 0.0594 shares of Antigenics for each Aronex share; also, each share of Aronex will be entitled to a contingent value right potentially worth an additional 15 cents |
Artemis | Exelixis Inc. | 4/23 | 4/30 | $23.1 | Exelixis acquired Artemis by issuing about 2M shares for all outstanding stock of Artemis; Artemis employees also gained rights to purchase about 187,000 shares of Exelixis, in exchange for vested employee rights in Artemis share capital |
Aurora | Vertex Pharmaceuticals Inc. (VRTX) | 4/30 | 7/18 | $592 | Vertex acquired Aurora in a $592M stock-for-stock transaction; each share of Aurora will convert into shares of newly issued Vertex common stock at a fixed ratio of 0.62 shares of Vertex stock for each share of Aurora common stock |
Avicenna | KS Biomedix Holdings plc (UK; LSE:KSB) | 6/27** | 7/18** | #46.44 | KS Biomedix acquired Avicenna for US$65.4M paid in shares and cash |
BioChem | Shire Pharmaceuticals Group plc (UK; SHPGY) | 12/11 | 5/11 | $4B | The companies merged in a deal involving 231.2M new ordinary shares; the deal is worth $4B |
Cambridge | Signature BioScience Inc.* | 7/16 | 7/16 | ND | Signature acquired Millennium's Cambridge Discovery unit for an undisclosed amount |
Cambridge Drug | BioFocus plc | 5/30** | 5/30** |
#27.5 (US$39) | BioFocus acquired Cambridge in an all-share deal valuing CDD at US$39M |
Coelacanth | Lexicon Genetics Inc. (LEXG) | 6/14 | 7/13 | $32 | Lexicon completed its merger with Coelacanth, issuing 2.9M shares; the deal is worth about $32M |
Eligix Inc.* | BioTransplant Inc. (BTRN) | 12/11 | 5/16 | $55 | BioTransplant issued 6.6M shares of its common stock to Eligix shareholders in a deal valued at $55M |
Focal Inc. | Genzyme Corp. (GENZ) | 4/26 | 7/2 | $15.9 | Genzyme acquired Focal in a stock swap using 2.1M Genzyme Biosurgery shares (GZBX); at the July 2 closing price, the deal is valued at $15.9M |
Gendaq Ltd. | Sangamo | 5/30 | 7/6 | $40 | Sangamo issued about 2.1M shares acquiring Gendaq; it also will reserve an additional 125,352 shares to assume all of Gendaq's outstanding options |
Hemasure | Whatman | 5/30 | 5/30 | $10 | Whatman acquired Hemasure's assets, except for cash, cash equivalents and marketable securities; transaction includes a $10M payment |
Intellivax International | ID Biomedical Corp. (Canada; IDBE; TSE:IDB) | 3/27 | 5/16 | C$20 | ID Biomedical issued 4M shares, giving Intellivax about 13% ownership of the combined company, in a deal valued at US$12.75M |
International | Harvard Bioscience Inc. (HBIO) | 7/3 | 7/3 | $1.4 | Harvard Bioscience acquired all of the outstanding stock of International Market Supply for $1.4M |
Momentum | Cellomics Inc.* | 7/12 | 7/12 | ND | Cellomics acquired Momentum for an undisclosed amount |
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Neuro- | Theratech- | 6/21 | 6/21 | C$18 | Theratechnologies acquired the two companies for a total consideration of C$18M |
NuMax | Biota Holdings Ltd. (Australia; ASX:BTA) | 5/21 | 5/21 | $8 | Biota acquired NuMax and will spend $8M over two years to fund NuMax's drug discovery programs; it also will issue employee stock; NuMax will become Biota Inc., the U.S.-based division |
Periodontix | Demegen Inc. | 2/9 | 7/16 | ND | Demegen acquired Periodontix for an undisclosed amount |
Prospect | Structural | 4/6 | 4/30 | ND | Structural GenomiX acquired Prospect Genomics for an undisclosed amount Tularik acquired the computer-aided molecular design unit of Protherics for an undisclosed amount |
Sawady Group | Qiagen NV | 4/24 | 4/24 | US$18 | Qiagen acquired Sawady through the issuance of 854,987 shares of common stock in exchange for all of the outstanding capital stock of Sawady Technology Co. Ltd. and Omgen Co. Ltd.; it also gained a majority position in Accord Co. Ltd. |
Shearwater | Inhale Therapeu- | 5/22 | 7/2 | $164 | Inhale acquired Shearwater by issuing 4M shares and by paying a cash consideration of $72.5M; the total deal is valued at $164M |
Soltec | Connetics Corp. (CNCT) | 3/21 | 4/23 | $16.2 | Connetics acquired Soltec for A$32M (US$16.2M) in cash |
Southern | Durect Corp. (DRRX) | 4/30 | 4/30 | $25 | Durect issued more than 2M shares to acquire Southern BioSystems; it also will assume $1.7M in debt; the shares are valued at $25M |
Synomics | Accelrys Inc. (subsidiary of Pharmacopeia Inc.; PCOP) | 6/22 | 6/22 | $4 | Accelrys acquired Synomics for $4M |
Union | Harvard Bioscience Inc. (HBIO) | 5/31 | 5/31 | $17.5 | Harvard Bioscience acquired Union Biometrica by issuing 659,282 shares, 263,202 options to purchase common stock and $7.5M in cash |
Unipex | Atrium Biotechnologies Inc. (subsidiary of AEterna Laboratories Inc.; Canada; AELA; TSE:AEL) | 7/3 | 7/3 | $20 | Atrium acquired Unipex for about $20M |
Warner | Harvard Bioscience Inc. (HBIO) | 5/1 | 5/1 | ND | Harvard Bioscience acquired Warner Instruments |
Wyntek | Genzyme General (GENZ) | 5/8 | 6/30 | $65 | Genzyme acquired Wyntek for $65M in cash |
Xenometrix | Discovery Partners International Inc. (DPII) | 2/28 | 5/9 | $1.7 | Discovery Partners completed its acquisition of Xenometrix for 59 cents per share; with 2.9M shares outstanding, the deal is valued at $1.7M |
II. PENDING MERGERS AND ACQUISITIONS |
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Company To | Acquiring Company | Date | Expected | Value | Terms/Details |
Axys | Celera Genomics | 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 |
BioNative AB | Viragen Inc. | 7/12 | ND | ND | Viragen and Viragen Europe signed a letter of intent to acquire BioNative for an undisclosed amount |
Biosepra (unit | Ciphergen | 6/26 | 8/26 | $12 | Invitrogen plans to sell its BioSepra chromatography business for $12M in cash |
Cytomatrix LLC* | Select Therapeu- | 8/30 | 1Q:02E | ND | Select can acquire Cytomatrix in a tax-free exchange of shares from Feb. 1, 2002, to July 31, 2002 |
Genetic | Charles River Laboratories Inc. (NYSE:CRL) | 7/5 | 7/31 | $4 | Charles River entered an agreement to acquire Genetic Models for $4M in cash |
Intermed 2000 | Endovasc Ltd. Inc. (OTC BB:ENDV) | 7/10 | ND | ND | Endovasc signed a nonbinding letter of intent to purchase Intermed 2000 |
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iviGene Corp.* | XTL Biopharma- | 3/9 | ND | $21 | XTL paid $1M for 20% of iviGene and it has the option to acquire the rest for $4M in cash and $16M in XTL shares |
MultiCell | Exten Industries | 4/2 | ND | ND | Exten signed a letter of intent to acquire its research and development partner, MultiCell, through a cash and stock transaction |
Ophidian | Hemoxymed | 4/17 | ND | ND | Ophidian will merge with Hemoxymed by acquiring all of Hemoxymed's stock in exchange for 19M new, unregistered Ophidian shares, about 94% of the company |
Rosetta | Merck & | 5/11 | 3Q:01 | $620 | Merck plans to acquire Rosetta for about $620M in stock; each share of Rosetta stock will be converted into 0.2352 shares of Merck stock; Lazard Freres & Co. LLC served as advisers in the acquisition |
Sequenom | Gemini Genomics | 5/29 | 3Q:01 | $238 | Sequenom will issue 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 |
SBL Vaccin AB | PowderJect Pharmaceuticals plc (UK; LSE:PJP) | 7/3 | ND | $50 | PowderJect plans to acquire SBL Vaccin for $50M |
Tolerance | Cardion AG (Germany)* | 4/4 | ND | ND | Cardion said it will acquire Tolerance for an undisclosed amount |
Notes: |
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# 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. |
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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 of 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. |
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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; ASX = Australian 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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* Private companies are indicated with an asterisk. |
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** Denotes the date the item ran in BioWorld International. |
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*** 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. |
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