I. COMPLETED MERGERS AND ACQUISITIONS |
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Company Acquired** (Country; Symbol) | Acquired By Or Merged With (Country; Symbol) | Month Announced | Month Completed | Value (M)*** | Terms/Details |
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Anesta Corp. (NSTA) | Cephalon Inc. (CEPH) | 7/00 | 10/00 | $444 | Cephalon issued 6.7M shares to acquire Anesta; Anesta became a wholly owned subsidiary of Cephalon and its common stock will no longer be traded on Nasdaq |
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BioKeys Inc.* | BioQuest Inc. (Pink Sheets:BKYS) | 2/00 | 10/00 | ND | BioQuest and Biokeys merged to become publicly traded Biokeys Pharmaceuticals Inc. in a tax-free merger of equals; the new company trades under Biokeys Pharmaceuticals Inc. (Pink Sheets:BKYS); in conjunction with the merger, BioQuest conducted a reverse 1-for-2 stock split 7/00 and filed with the SEC to become a fully reporting company |
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Cardiogene AG* (Germany) | Intracardia Inc.* | ND | 11/00 | ND | The companies merged to create a transAtlantic biopharmaceutical company focused on heart disease and cell transplantation; Cardiogene is changing its name to Cardion AG; corporate headquarters will be in Erkrath, Germany |
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Cistron Biotechnology Inc. (OTC BB:CIST) | Celltech Group plc (UK; LSE:CCH; NYSE:CLL) | 3/00 | 11/00 | $18 | Celltech completed its acquisition of Cistron, giving Cistron shareholders about 0.0202 of a Celltech American depositary share for each outstanding share of Cistron common stock; Cistron will no longer be traded publicly |
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Dexter Corp. (NYSE:DEX) and Life Technologies Inc. (OTC BB:LTEK) | Invitrogen Corp. (IVGN) | 7/00 | 9/00 | $1.9B | Invitrogen purchased Life Technologies and Dexter Corp., paying in cash and stock to acquire all outstanding shares of Life Technologies; Invitrogen paid $62.50 per share, or about $1.5B, for all of Dexter's outstanding stock, and $60 per share, or another $400M, for the outstanding Life Technologies stock other than the shares owned by Dexter; the maximum cash portion will be about $410M for Dexter and about $105M for Life Technologies, or 28 percent of the aggregate merger consideration for each firm |
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DNX Transgenic Sciences Inc. (subsidiary of MDS Inc.; NYSE:MDZ) | Xenogen Corp.* | 9/00 | 11/00 | ND | Xenogen issued 3.5M shares of Series F preferred stock in exchange for all outstanding DNX shares |
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Dura Pharmaceuticals (DURA) | Elan Corp. (Ireland; NYSE:ELN) | 9/00 | 11/00 | $1.8B | Elan completed its acquisition of Dura; each share of Dura stock was exchanged for 0.6715 of an Elan American depositary share |
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Fluorescience Ltd.* (UK) | Cyclacel Ltd.* (UK) | ND | 9/00 | ND | Cyclacel acquired Fluorescience in an all-cash acquisition, including equipment, intellectual property rights and the Fluorescience trademark; Fluorescience staff was relocated to Cyclacel's research and development center in Dundee; financial terms were ND |
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Genovo Inc.* | Targeted Genetics Inc. (TGEN) | 8/00 | 9/00 | $67 | Targeted Genetics acquired Genova by issuing 6.63M shares to former Genova shareholders |
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GSLI Life Sciences (division of GSI Lumonics Inc.; GSLI) | Packard BioScience Inc. (PBSC) | 8/00 | 10/00 | $120 | Packard BioScience acquired GSLI Life, including its bioinformatics software products for $40M, and approximately 4.6M shares of its common stock ($80M); the GSLI Life Sciences group will become a part of Packard BioChip Technologies LLC |
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HepaVec AG* (Germany) | DeveloGen AG* (Germany) | 5/00 | 10/00 | ND | The two companies merged to create a company focused on disease therapeutics based on developmental biology |
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ImmGenics Inc.* (Canada) | Abgenix Inc. (ABGX) | 9/00 | 11/00 | C$110 | Agenix completed its acquisition of ImmGenics Inc., by exchanging US$77M of its stock for all of ImmGenics shares and options |
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IntraImmune Therapies Inc.* | Abgenix Inc. (ABGX) | 11/00 | 11/00 | $9 | Abgenix acquired IntraImmune for $9M in cash |
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Medeva Vaccines* | PowderJect Pharmaceuticals plc (London, LS:PJP) | 8/00 | 10/00 | $79 | PowderJect acquired the Medeva vaccines business for $30M in cash and $32M as a balance payment on sales of the Fluvirin flu vaccine; the business will be merged into PowderJect's wholly owned subsidiary, PowderJect Vaccines |
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Neomorphic Inc.* | Affymetrix Inc. (AFFX) | 10/00 | 10/00 | $77.5 | Affymetrix acquired Neomorphic by issuing 1.4M shares of Affymetrix stock for all outstanding shares and the assumption of Neomorphic's stock options; Affymetrix agreed to register the resale of the stock issued and the amount of stock may be increased or decreased depending on Affymetrix's stock performance prior to the effective date of the registration statement; in lieu of an increase, Affymetrix has the option of paying cash not to exceed $20M |
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Pathogenesis Corp. (PGNS) | Chiron Corp. (CHIR) | 8/00 | 9/00 | $700 | Chiron acquired Pathogenesis, paying $38.50 per share in cash for all outstanding Pathogenesis shares |
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Principia Pharmaceutical Corp.* | Human Genome Sciences Inc. (HGSI) | 9/00 | 9/00 | $120 | HGS completed the acquisition of Principia in a stock swap, with a price based on a 20-day average of HGS' share price for all outstanding Principia shares and options; Principia became a wholly owned subidiary |
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Quorum Sciences Inc.* | Aurora Biosciences Corp. (ABSC) | 10/00 | 10/00 | $3.8 | Aurora has acquired Quorum Sciences for 81,287 shares of Aurora common stock; merger will be accounted for using the pooling-of-interests method; the value of the transaction, $3.8M, is based on the Oct. 20 stock opening price of $47 |
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STC Technologies Inc.* (EPTO) | Epitope Inc. | 5/00 | 9/00 | $260 | Epitope merged with STC, whose shareholders received about 19.3M shares of Epitope; the combined company will be renamed OraSure Technologies Inc. (OSUR) and will be headquartered in Bethlehem, Pa.; the transaction will be accounted for as a tax-free pooling of interests; Epitope will issue one new share of OraSure stock for each outstanding share of Epitope |
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Spiros Development Corp. II Inc. (SDCO) | Dura Pharmaceuticals Inc. (DURA) | 2/00 | 8/00 | $106 | Dura paid $13.25 in cash for each share of Spiros stock, plus one five-year warrant with a calculated value of $3.22 to purchase 0.19 shares of Dura common stock exercisable at $17.94 per share; the new Dura warrants will be traded as DURAZ on Nasdaq |
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Talaria Therapeutics Inc.* | Esperion Therapeutics Inc. (ESPR) | 10/00 | 10/00 | $7.2 | Esperion acquired all outstanding Talaria shares of common stock for 813,000 shares of Experion stock; Esperion will make payments to Talaria stockholders on milestones and royalties on net sales of large unilamellar vesicles technology acquired in the merger; the acquisition and an amendment to be executed to an existing license agreement with Inex Pharmaceuticals Corp. sucessfully resolves the litigation that Talaria and Dr. Kevin Williams brought against Esperion, Inex and other parties |
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TerraGen Discovery Inc.* | Cubist Pharmaceuticals Inc. (CBST) | 8/00 | 10/00 | $29 | Cubist completed the acquisition of TerraGen Discovery by acquiring 100% of TerraGen shares in a stock-for-stock merger; Cubist issued about $29M worth of stock, or about 608,000 shares |
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II. PENDING MERGERS AND ACQUISITIONS |
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Company To Be Acquired** (Country; Symbol) | Acquiring Company (Country; Symbol) | Date Announced | Expected Completion | Value (M)*** | Terms/Details |
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Agritope Inc. (AGTO) | Exelixis Inc. (EXEL) | 9/00 | 12/00 | $68 | Exelixis will acquire Agritope by issuing 1.5M shares; all outstanding options and warrants to acquire Agritope common or preferred stock will be exercisable for shares of Exelixis common stock |
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Aquila Biopharmaceuticals Inc. (AQLA) | Antigenics Inc. (AGEN) | 8/00 | 2H:00E | $40 | Antigenics will issue 2.5M shares to acquire Aquila, or about 9 percent of the company |
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Biomatrix Inc. (NYSE:BXM) | Genzyme Corp. (GENZ) | 3/00 | ND | $611 | Genzyme and Biomatrix filed an amendment with the SEC for their merger and the planned formation of Genzyme Biosurgery; the SEC declared effective the registration statement |
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bioMerieux Group* (France) | Pierre Fabre Group* (France) | 9/00 | 1/01 | ND | The combined bioMerieux-Pierre Fabre Group will be owned equally by the two founding groups, combining diagnostics and therapeutics and controlling the entire research and development process; the group is expected to consider a public stock listing in due course; no financial terms were disclosed |
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Biomune Systems Inc. (BIME) | Donlar Corp.* (Biomune's market capitalization) | 8/00 | 4Q:00E | $5.1 | Companies signed definitive agreements to combine their businesses; when the transaction closes, Donlar will own approximately 95 percent of Biomune, with the resulting company to operate under the Donlar name; Donlar previously acquired 19% of Biomune |
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Cambridge NeuroScience Inc. (OTC BB: CNSI) | CeNeS Pharmaceuticals plc (UK; LSE:CEN) | 5/00 | 4Q:00E | $42 | CeNeS Pharmaceuticals signed a definitive merger agreement with Cambridge NeuroScience Inc. in a deal worth between $30M and $44M, depending on the eventual stock price; the agreement calls for CNSI shareholders to receive CeNeS shares equal to a value of $2.25 for each CNSI share; if the price of CeNeS stock increased up to 12.5 percent by closing, CNSI shareholders will receive CeNeS shares equal to $2.25 per share, while an increase of greater than 12.5 percent would result in a fixed amount of shares |
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ChiRex Inc. (CHRX) | Rhodia (France; NYSE: RHA) | 7/00 | 2H:00E | $510 | The ChiRex board of directors unanimously recommended acceptance of an offer of $31.25 in cash per share plus assumption of debt |
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Carcinotek Inc.* | ECCO Capital Corp. (OTC Pink Sheets: ECCP) | 10/00 | 12/00 | $22.6 | ECCO signed a letter of intent to purchase Carcinotek for $22.6M in cash and stock |
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Chesapeake Biological Laboratories Inc.* | Cangene Corp. (Canada; TSE:CNJ) | 10/00 | 1/01 | US$42 | Cangene entered into a definitive merger agreement to acquire all of the outstanding stock of CBLI for US$4.60 per share in cash including the assumption of US$7.2M in outstanding debt; transaction involves about 1.8M shares |
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Cistron Biotechnology Inc. (OTC BB:CIST) | Celltech Group plc (UK; NYSE:CLL) | 3/00 | 11/00 | $18.17 | Celltech will purchase Cistron for approximately $18.17M, including $8.75M for Cistron's anti-IL-b antibody intellectual property and about $9.42M for Cistron's cash reserves; the purchase will be made with Celltech American depositary shares, with each share value at $40.89, based on the five-day trailing average through March 2000; the merger agreement was amended following termination of a collaboration and option agreement between Cistron and Aventis Pasteur, eliminating the provision for a payment of up to $3.5M in cash and up to $3.5M in Celltech stock to Cistron stockholders in the event that Aventis exercised the options previously granted by Cistron to acquire exclusive licenses to use the IL-b technology in therapeutic and preventative vaccines fields |
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CliniChem Development Inc.* | BioChem Pharma Inc. (BCHE) | 10/00 | 12/00 | C$50 US$32.2 | Biochem Pharma decided to exercise its option to acquire all of the issued and outstanding Class A common shares of CliniChem for C$50M, or C$18.43 per share, to be paid in cash at closing |
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Collaborative BioAlliance Inc.* (unit of The Collaborative Group Ltd.) | The Dow Chemical Co. (NYSE:DOW) | 10/00 | 11/00 | ND | Dow has signed a definitive agreement to purchase the biotechnology services division, including all assets of Collaborative BioAlliance and Collaborative Smithfield Corp. |
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Coulter Pharmaceutical Inc. (CLTR) | Corixa Corp. (CRXA) | 10/00 | 12/00 | $900 | Corixa agreed to acquire all outstanding shares of Coulter in exchange for shares of Corixa valued in excess of $900M; the purchase price is based on a fixed exchange ratio of 1.003 shares of Corixa common stock for each share of Coulter common stock outstanding at the time of closing |
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Crescendo Pharmaceuticals Corp. (CNDO) | ALZA Corp. (NYSE:AZA) | 10/00 | 11/00E | $100 | ALZA exercised its option to acquire all outstanding Class A Crescendo common stock; Crescendo stockholders will receive about $20.27 per share in cash |
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Cytomatrix* | Select Therapeutics Inc. (OTC BB:SLPU) | 8/00 | 2H:00E | ND | Select will acquire Cytomatrix in a taxfree exchange of shares |
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Fielding Pharmaceutical Co.* | Novavax Inc. (AMEX:NOX) | 10/00 | ND | $31.5 | Novavax will acquire 100% of outstanding Fielding shares, paying $13M in cash and the remainder in shares of common stock; Fielding will become a wholly owned subsidiary; an additional $5M in either common stock or cash could be paid to former Fielding shareholders upon achievement of milestones relating to the next 12-18 months' financial performance of Fielding |
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Fundamental Forces Corp.* | Genomic Solutions Inc. (GNSL) | 10/19 | ND | ND | Genomic Solutions said it signed a six-month option agreement to purchase all outstanding shares of Fundamental, in exchange for stock and cash |
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GelTex Pharmaceuticals Inc. (GELX) | Genzyme Corp. (GENZ) | 9/00 | 12/00E | ND | Genzyme filed the registration statement with the SEC for the acquisition of GelTex; the SEC declared effective the registration statement |
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DNA manufacturing subsidiary of Hybridon Inc. (OTC BB:HYBN) | Avecia LifeScience Molecules* (UK) | 6/00 | 4Q:00E | $15 | Avecia will acquire the DNA manufacturing business and related intellectual property of Hybridon for $15M; Avecia will supply GMP DNA for Hybridon and its associated operations through 2002 |
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Kinetix Pharmaceuticals Inc.* | Amgen Inc. (AMGN) | 10/00 | ND | $170 | Amgen signed an agreement to acquire Kinetix; it will pay $170M in stock for all outstanding shares of Kinetix |
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LJL BioSystems Inc. (LJLB) | Molecular Devices Corp. (MDCC) | 6/00 | 4Q:00E | $263 | LJL BioSystems will merge with Molecular Devices Corp.; each share of LJL common stock will convert to 0.3 of a share of Molecular Devices' common stock; LJL has about 14.8M shares outstanding; Molecular Devices expects to issue about 4.45M shares in the transaction, valuing the deal at $263M based on the $59.06 closing price of the company's stock on 6/7; Molecular Devices will assume options and warrants to acquire about 675,000 additional shares; LJL stock holders will own about 30 percent of Molecular Devices; Molecular Devices will bring about $90M in cash to the merger, and LJL will bring about $26M; companies will hold stockholder meetings to vote on the deal |
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Molecular BioSystems Inc. (TC BB:MBIO) | Alliance Pharmaceutical Corp. (ALLP) | 10/00 | ND | $10.4 | Alliance will acquire all shares of Molecular Biosystems in exchange for 770,000 shares of Alliance stock, with Molecular becoming a wholly owned subsidiary; Molecular rejected a purchase offer from Cel-Sci Corp. for $14.3M, saying the merger with Alliance is in the shareholders' best interest |
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Mycota Biosciences Inc.* (Canada) | Elitra Pharmaceuticals Inc.* | 10/00 | 11/00E | $19.3 | Elitra will issue about 6M shares of its stock in an all-equity transaction |
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Neomorphic Inc.* | Affymetrix Inc. (AFFX) | 10/00 | 11/00E | $70 | Affymetrix will issue about 1.4M shares of its stock in exchange for all outstanding Neomorphic shares and options; shares may be increased or decreased depending on Affymetrix's stock performance prior to the effective date of the registration statement; in lieu of any such increase, Affymetrix has the option of paying cash in an amount not to exceed $20 million |
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Neurotrophic Bioscience Inc.* (Canada) | IGT Pharma Inc. (Canada; CDNX: IGT) | 10/00 | ND | ND | IGT will acquire all of the issued and outstanding shares of Neurotrophic and create a renamed new company to be temporarily called CombinationCo. |
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NeuroVir Therapeutics Inc.* | MediGene AG* (Germany) | 11/00 | ND | $77 | MediGene will acquire NeuroVir in an all-stock deal valued at about $77M |
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Nova Molecular Inc.* (Canada) | SignalGene Inc. (Canada; TSE:SGI) | 8/00 | 9/00E | C$6.9 (US$4.7) | SignalGene is purchasing Nova with 3.38M shares valued at C$6.9M (US$4.7M) |
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Ophidian Pharmaceuticals Inc. (OPHD) | Promega Corp.* | 9/00 | Fall:00E | $70 | Promega will assume $2M of Ophidian debt obligations, real estate lease obligations and pay $1.2M to Ophidian, plus up to $250,000 90 days after the closing, depending upon certain post-closing factors; Promega also will acquire Ophidian's portfolio of patents and other intellectual property; Ophidian's shareholders approved the plan |
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Software business of Oxford Molecular Group plc (UK; LSE:OMG) | Pharmacopeia Inc. (PCOP) | 8/00 | 2H:00E | $27 | Pharmacopeia will purchase the business for $27M, consisting of cash and the assumption of certain liabilities; the acquisition will be accounted for as a purchase |
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Oxford Asymmetry International plc (UK; LSE:OAI) | Evotec BioSystems AG (Germany; NM:EVT) | 7/00 | 11/00E | #316 (US$475) | OAI shareholders will receive 0.1287 Evotec shares for each OAI share held; the offer values OAI at 722 pence per share, a premium of approximately 46 percent; OAI shareholders would own about 31 percent of the merged company |
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Pharma-G Inc.* | Theratechnologies Inc. (Canada; TSE:TH) | 9/00 | 10/00E | C$7.5 (US$5) | Theratechnologies will issue half a million shares at C$15 each |
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Protana* (Denmark) | MDS Proteomics (subsidiary of MDS Inc.; Canada; TSE:MDS) | 9/00 | ND | ND | MDS Proteomics will acquire Protana, which has worked as an affiliate of MDS Inc., a company that owns 88% of MDS Proteomics |
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Signal Pharmaceuticals Inc.* | Celgene Corp. (CELG) | 6/00 | 2H:00E | $216 | Celgene will acquire all outstanding Signal shares in a tax-free stock-for-stock merger; upon completion of the transaction, Celgene will issue 3.7M shares of common stock in exchange for all of the outstanding capital stock of Signal; the exchange ratio is 0.1257 Celgene shares for each share of Signal; the shares Celgene will issue as part of the transaction represent 4.4 percent of the company's total shares outstanding |
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Viral Antigens Inc.* | Meridian Diagnostics Inc. (KITS) | 9/00 | ND | $9 | Meridian will acquire all outstanding Viral Antigens capital stock in cash and earnout opportunities over the next 6 years; Viral Antigen's management will remain intact |
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III. TERMINATED MERGERS AND AQUISITIONS |
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Company To Be Acquired** (Country; Symbol) | Acquiring Company (Country; Symbol) | Date Announced | Termination Date | Value (M)*** | Terms/Details | ||
Advanced Magnetics Inc. (AMEX:AVM) | Cytogen Corp. (CYTO) | 7/00 | 8/00 | $60 | Cytogen was to acquire all of Advanced Magnetics' outstanding stock in a tax-free, stock-for-stock transaction structured as a pooling of interests; the companies mutually terminated the merger and entered into marketing, license and supply agreements, agreeing that "the advantages of a marketing and supply arrangement outweighed the near-term benefits of the merger" |
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Gliatech Inc. Pharmaceuticals | Guilford | 5/00 | 8/00 | $203 | Guilford was to acquire Gliatech in ex-(GLIA) change for all of the outstanding common stock of Gliatech; the companies agreed to a mutual termination, based primarily on the FDA inspection results in a Form 483 report, identifying certain items pertaining to the recording of and the process of recording and presenting data to the FDA with respect to a U.S. clinical trial of ADCON-L |
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Peptide Therapeutics plc (UK; LSE:PTE) | Cantab Pharmaceuticals plc (UK; CNTBY; LSE:CTB) | 7/00 | 9/00 | ND | After the proposed merger was announced, the companies were not able to agree on terms, and following Peptide's strategic alliance with Baxter Healthcare Corp., in which Baxter acquired a 20% stake in Peptide, the merger talks were terminated |
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Quadrant Healthcare plc (UK; LSE:QTH) | Inhale Therapeutic Systems Inc. (INHL) | 10/00 | 11/00 | $60.6 | Inhale was to acquire Quadrant in an all-cash offer for all outstanding shares of Quadrant; merger was terminated due to a higher competitive bid from another co-company for Quadrant |
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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 acquistions of single products or of manufacturing facilities and plants. It does not include mergers and acquisitions in the area of agricultural biotechnology. |
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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; CDNX = Canadian Stock Exchange; LSE = London Stock Exchange; MSE = Montreal Stock Exchange; NM = Neuer Markt; SWX = Swiss Stock Exchange; TSE = Toronto Stock Exchange. |
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* Private companies are indicated with an asterisk. |
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** Unless otherwise noted, the trading symbols listed are on the NASDAQ market. |
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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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