Company Acquired** (Country; Symbol) | Acquired By Or Merged With (Country; Symbol) | Month Announced | Month Completed | Value (M)*** | Terms/Details |
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I. COMPLETED MERGERS AND ACQUISITIONS |
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ADL*(Germany) | Matritech Inc.(NMPS) | 6/00 | 6/00 | $1(initial payment) | Matritech acquired ADL through an exchange of 100 percent of the shares of ADL in return for an initial issuance of 37,153 shares of Matritech common stock; an additional payment, based on ADL's achievement of certain performance objectives during 2000, may be made during the first quarter 2001; this payment is expected to exceed 113,700 shares of Matritech common stock |
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Algos Pharmaceuticals Corp. (ALGO) | Endo Pharmaceuticals Holdings Inc.* | 11/99 | 7/00 | $260 | Algos stockholders received one share of stock in Endo and one warrant to purchase additional shares for each share of Algos owned; warrants are exchangeable for an aggregate of 29.7M shares; Endo became a publicly held company through the merger and trades under the symbol ENDP (warrants are traded under ENDPW); Algos shareholders, with 17.9M, shares, own 20 percent of the merged company |
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The 50% stake of Althin BioPharm Inc. owned by Axcan Pharma Inc. (Canada; TSE:AXP) | Baxter International Inc. (NYSE:BAX) | 5/00 | 5/00 | C$7.5(US$5.0) | Baxter International acquired Axcan's 50 percent equity interest in Althin BioPharm Inc.; the price of the transaction was C$7.5M (US$5.0M), paid in cash at closing |
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Apoptogen Inc.*(Canada) | Exogen Neurosciences Inc.* (Canada) | 4/00 | 5/00 | ND | The companies merged to form Aegera Therapeutics Inc., with operations centralized in Montreal |
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Atossa Healthcare Inc.* | Nastech Pharmaceutical Co. Inc. (NSTK) | 8/00 | 8/00 | $2.5 | Shareholders of Atossa received one share of Nastech common stock for each 5.051 shares of Atossa common stock held; the total consideration paid for Atossa was 0.6M shares of Nastech common stock |
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Axys Advanced Technology(unit of Axys Pharmaceuticals Inc. [AXPH]) | Discovery Partners International (DPII) | 5/00 | 5/00 | $60 | Axys Pharmaceuticals' combinatorial chemistry subsidiary merged with Discovery Partners; Axys received approximately $60M in DPI stock for its interest in AAT |
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BC Research Inc.* (Canada) | Immune Network Ltd. (CDNX:IMM) | 5/00 | 8/00 | C$4.3 (US$2.9;value of common share component) | Immune Nework acquired a two-thirds controlling interest in BC Research by issuing 7.53M shares and an equal amount of Class A convertible preferred shares as payment for the company |
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Bio/Can Group* (Canada) | Genomics One Corp. (Canada;MSE:GNX) | 6/00 | 7/00 | C$3.1(US$2.1) | Genomics One completed the C$3.1M (US$2.1M) acquisition of the Bio/Can group of companies; the transaction included a C$1M (US$0.68M) cash payment, 0.14M shares of Genomics One capital stock at C$15.05 (US$10.22) per share, and 0.12M common share purchase warrants |
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Cambridge Discovery Chemistry (unit of Oxford Molecular Group plc [UK; LSE:OMG]) | Millennium Pharmaceuticals Inc. (MLNM) | 7/00 | 7/00 | #35 (US$53) | Millennium acquired Cambridge Discovery Chemistry for a cash payment financed with a simultaneous private placement;the business will be renamed Millennium Pharmaceuticals Ltd. and will fully integrate with Millennium, while continuing to base operations in Cambridge, UK |
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Celtrix Pharmaceuticals Inc. (CTRX) | Insmed Pharmaceuticals Inc. (INSM) | 12/99 | 5/00 | $131 | Each of the 37M shares of Celtrix was exchanged for one share in a newly formed holding company, and each share of Insmed was exchanged for three and onehalf shares; shares in the merged company trade under the symbol INSM |
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Chalon Biotech Inc.*(Canada) | Borealis Biosciences Inc.*(Canada) | 8/00 | 8/00 | ND | The companies conducted a merger of equals to form Integrative Proteomics Inc. |
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Cytovia Inc.* | Maxim Pharmaceuticals (MAXM) | 6/00 | 6/00 | $78 | Maxim acquired Cytovia by issuing 1.5M shares of common stock, or 7 percent of post-transaction shares outstanding |
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Emerald BioStructures Inc.* | MediChem Research Inc.* | 6/00 | 6/00 | ND | MediChem, currently in registration for an IPO, issued 84,511 shares to acquire Emerald |
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Ethrog Biotechnologies Ltd.* (Israel) | Invitrogen Corp.(IVGN) | 6/00 | 6/00 | $15.1 | Invitrogen will issue 0.2M shares of its common stock for all of the capital stock of Ethrog in a transaction that is intended to be accounted for as a pooling of interests |
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Gamera Bioscience Corp.* | Tecan Group (Switzerland; SWX:TECN) | 7/00 | 7/00 | $10 | Tecan Inc. acquired Gamera Bioscience Corp. for $10M; the deal includes Gamera's lab-on-a-chip technology, LabCD, a compact disc that uses microscale fluid paths to combine high-throughput assaying and software to handle up to thousands of processes simultaneously |
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Genion*(Germany) | Evotec BioSystems AG (Germany; Neuer Markt:EVT) | 6/00 | 6/00 | DM5M (US$2.3) | Evotec acquired Genion for stock worth DM5M (US$2.3M) |
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Genopoietic SA*(France) | Avax Technologies Inc. (AVXT) | 7/00 | 8/00 | $29 | Purchase price of up to $29M consisted of a combination of stock and options, payable upon achievement of milestones; the combination of stock and options will not exceed 3M shares |
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Infogen Medizinische Genetik GmbH(Germany) | ValiGen NV* | 7/00 | 7/00 | ND | Valigen acquire all the outstanding common stock of Infogen through a share exchange |
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The Liposome Co. Inc. (LIPO) | Elan Corp.(Ireland; NYSE:ELN) | 3/00 | 5/00 | $575 | Elan Corp. completed its acquisition of Liposome following approval by stockholders; Liposome shareholders receive 0.3850 Elan American depositary shares and one contingent value right for each share of Liposome common stock; the agreement will provide for a cash payment by Elan to holders of up to $98M, with $54M contingent on certain approvals of Myocet in Europe and $44M contingent on Myocet reaching certain sales milestones outside the U.S. |
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Nanodesign Inc.*(Canada) | SignalGene Inc. (Canada; TSE:SGI) | 5/00 | 6/00 | C$15 (US10.2) | SignalGene Inc. acquired Nanodesign in a transaction valued at about C$15M (US$10.2M) involving the issue of about 5.4M common shares of SignalGene and about 1.4M warrants to Nanodesign's shareholders, plus an additional C$2M in cash to Nanodesign's controlling shareholder, Guard Inc. |
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NEN Life Sciences* | PerkinElmer Inc. (NYSE:PKI) | 6/00 | 7/00 | $400 | PerkinElmer acquired NEN from an investor group led by Genstar Capital LLC for approximately $400M; transaction will be accounted for as a purchase |
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North American Vaccine Inc. (AMEX:NVX) | Baxter International Inc.(BAX) | 11/99 | 6/00 | $380 | NAV shareholders received $6.73 per share comprising $6.70 in Baxter common stock and 3 cents in cash; for each share of NAV's stock, holders received 0.1021 shares of Baxter |
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Novalon Pharmaceuticals Corp.* | Karo Bio (Sweden; SSE:KARO) | 3/00 | 5/00 | $107 | Novalon was consolidated with Karo Bio as of 5/1; Karo issued 2.2M shares to make the acquisition |
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Ontogeny Inc.* and Reprogenesis Inc.* | Creative BioMolecules Inc.(CBMI) | 2/00 | 8/00 | $434 | Creative BioMolecules, Ontogeny and Reprogenesis merged to form Curis Inc.,which began trading under the symbol CRIS on 8/1; approximately 43 percent of the company's outstanding shares are owned by former Creative BioMolecules stockholders, 38 percent by Ontogeny stockolders and 19 percent by Reprogenesis shareholders |
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Operon Technologies Inc. * | Qiagen NV (the Netherlands; Neuer Markt:QIA) | 6/00 | 6/00 | $110 | Qiagen completed its $110M acquisition of Operon Technologies; Qiagen issued about 0.6M shares of stock and assumed options on Operon's common stock exercisable for another0.1M shares of Qiagen stock |
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Paracel Inc.* | Celera Genomics (NYSE:CRA) | 3/00 | 6/00 | $225 | All of Paracel's equity was exchanged for 2.26M shares of Celera common stock; the transaction was structured as a tax-free reorganization |
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Pharmatec SpA (unit of Aspen Healthcare Group) | Eurand * | 6/00 | 6/00 | $13.5 | Eurand acquired Pharmatec for approximately $13.5M |
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ProFound Pharma A/S*(Denmark) | Maxygen Inc. (MAXY) | 4/00 | 8/00 | $63.2 | All equity interests of ProFound were exchanged for 1.1M shares of Maxygen common stock and options to purchase 41,812 shares of Maxygen common stock; the acquisition will be accounted for as a purchase |
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Quay Pharmaceuticals*(Australia) | Cellegy Pharmaceuticals Inc. (CLGY) | 4/00 | 6/00 | $1.8 | Cellegy Pharmaceuticals completed the acquisition of Quay for 0.17M shares of unregistered common stock, 17,146 warrants to purchase common stock and cash payments of $0.37M |
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Schein Pharmaceutical Inc.(NYSE:SHP) | Watson Pharmaceuticals Inc. (NYSE:WPI) | 5/00 | 7/00 | $508 | Watson Pharmaceuticals acquired all of the outstanding stock of Schein Pharmaceuticals in a two-step transaction of a cash tender and a taxable stock merger; the cash tender offer was at $19.50 per share of Schein common stock; each Schein share was converted into $23 worth of Watson common stock; at least 24.5M shares of Schein common stock had to be tendered under the agreement |
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Segix Italia(Italy) | Elan Corp. plc (Ireland; NYSE:ELN) | 5/00 | 5/00 | ND | Elan Corp. completed the acquisition of Segix Italia, based in Pomezia, Italy |
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Solco Basel AG(Switzerland) | ICN Pharmaceuticals Inc. (NYSE:ICN) | 7/00 | 7/00 | ND | Terms of the transaction were not disclosed; Solco had $28M in sales in 1999, and also brings into the ICN fold a manufacturing facility in Basel, Switzerland, and a 250-person staff |
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ThermoGen Inc.* | MediChem Research Inc.* | 6/00 | 6/00 | ND | MediChem, currently in registration for an IPO, acquired ThermoGen for 0.185M shares of common stock and the assumption of options to purchase 25,486 shares of common stock |
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Xtrana Inc.* | Biopool International Inc. (OTC BB:BIPL) | 5/00 | 8/00 | $9.7 | Biopool issued an aggregate of 9.4M shares of common stock in exchange for all Xtrana common and preferred stock; former shareholders of Xtrana own 50 percent of the merged company |
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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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Advanced Magnetics Inc.(AMEX:AVM) | Cytogen Corp. (CYTO) | 7/00 | 3Q:00 | $60 | Cytogen will acquire all of Advanced Magnetics' outstanding stock in a tax-free, stock-for-stock transaction structured as a pooling of interests; Advanced Magnetics' shareholders will receive $60M in shares of Cytogen common stock; each outstanding Advanced Magnetics common share will be converted into $8.75 market value of Cytogen common shares, subject to a collar on the price of Cytogen common stock ranging from $8.55 to $11.56 |
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Anesta Corp.(NSTA) | Cephalon Inc.(CEPH) | 7/00 | 4Q:00E | $444 | Cephalon Inc. and Anesta Corp. agreed to a merger under which Cephalon will acquire all of the outstanding shares of Anesta in a tax-free, stock-for-stock transaction intended to be accounted for as a pooling of interests; upon completion Anesta shareholders will receive 0.4765 shares of newly issued Cephalon common stock; the total equity value of the transaction is about $444M, or $31.45 per Anesta share |
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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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BioKeys Inc.* | BioQuest Inc. (Pink Sheets: HIVX) | 2/00 | 2H:00E | ND | In conjunction with the merger, BioQuest conducted a reverse 1-for-2 stock split 7/00 and will file with the SEC to become a fully reporting company when the merger becomes effective |
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Biomune Systems Inc.(BIME) | Donlar Corp.* | 8/00 | 4Q:00E | $5.1 (Biomune's market capitalization) | 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 | 3Q: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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Dexter Corp. (NYSE:DEX) and Life Technologies Inc. (OTC BB:LTEK) | Invitrogen Corp. (IVGN) | 7/00 | 11:00E | $1,900 | Invitrogen will purchase Life Technologies and Dexter Corp. in a deal worth $1.9B; Invitrogen will pay in cash and stock to acquire all of Life Technologies' outstanding stock, also purchasing Dexter; boards of all three companies have approved the merger; Invitrogen will pay $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 stock of Life Technologies 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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Gliatech Inc.(GLIA) | Guilford Pharmaceuticals Inc. (GLFD) | 5/00 | 3Q:00E | $203 | Guilford will acquire all of the outstanding common stock of Gliatech; each shareholder of Gliatech will receive 1.38 shares of Guilford common stock for each share of Gliatech common stock; former Gliatech shareholders will own 37 percent of the merged company |
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Life sciences division of GSI Lumonics Inc.(GSLI) | Packard BioScience Inc. (PBSC) | 8/00 | 2H:00 | $120 | The deal consists of $40M in cash and $80M in Packard BioScience stock (8/00) |
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Genovo Inc.* | Targeted Genetics Inc. (TGEN) | 8/00 | 9/00 | $67 | Targeted Genetics will issue 6.63M shares to make the acquisition |
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HepaVec AG*(Germany) | DeveloGen AG*(Germany) | 5/00 | 3Q:00E | ND | Merged company will keep the DeveloGen name and will have 70 employees based in research facilities in Gottingen and Berlin; corporate headquarters will be in Gottingen |
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DNA manufacturing subsidiary of Hybridon Inc.(OTC BB:HYBN) | Avecia LifeScience Molecules (UK) | 6/00 | 3Q: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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Innovative Drug Delivery Systems* | Meteor Industries Inc. (METR) | 6/00 | 9/00E | ND | Meteor Industries entered into a non-binding letter of intent to acquire all of the outstanding shares of Innovative Drug Delivery Systems Inc. (IDDS); transaction is subject to various contingencies, including the execution of a definitive merger agreement and $5M investment by Meteor in IDDS |
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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 8/30 to vote on the deal |
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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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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 (LSE:OAI) | Evotec BioSystems AG (Germany; Neuer Markt: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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Pathogenesis Corp. (PGNS) | Chiron Corp. (CHIR) | 8/00 | 2H:00E | $700 | Chiron will pay $38.50 per share in cash to acquire Pathogenesis |
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Signal Pharmaceuticals | 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 ratiois 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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STC Technologies Inc.* | Epitope Inc. | 5/00 | 3Q:00E | $200 | Epitope Inc. signed a definitive merger agreement with STC, whose shareholders will receive about 20M shares of Epitope, valuing the deal at $200M; the actual number of shares is subject to adjustment based on the price of Epitope; the combined company will be renamed OraSure Technologies Inc. and will be headquartered in Bethlehem, Pa.; the transaction will be accounted for as a tax-free pooling of interests |
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TerraGen Discovery Inc.* | Cubist Pharmaceuticals Inc. (CBST) | 8/00 | 3Q:00E | $29 | Cubist will acquire TerraGen by issuing approximately 0.6M shares, or 2 percent of the combined company |
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TERMINATED MERGERS AND ACQUISITIONS |
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Company To Be Acquired** (Country; Symbol) | Acquiring Company (Country; Symbol) | Date Announced | Termination Date | Value (M)*** | Terms/Details |
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Hypernix Technologies Inc.* (Israel) | Siga Technologies (NASDAQ:SIGA) | 6/00 | 8/00 | $14.4 | After the proposed merger was announced, various circumstances and alternatives developed that made Siga re-examine whether the deal was in its best interests; Siga was to have acquired the company with 3M shares of its common stock (worth $14.4M on the date of the announcement), plus the assumption of $1.25M in liabilities |
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Third Wave Technologies Inc.* | PE Biosystems Group (NYSE:PEB) | 1/00 | 5/00 | $330 | PE Biosystems was to acquire Third Wave Technologies in exchange for PE Biosytems Group stock; the companies agreed after to terminate the merger agreement; both companies concluded that their collective interests would be best served if they remain independent but continue to collaborate |
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Vernalis plc (UK; formerly Vanguard Medica Group) | CeNeS Pharmaceuticals plc (UK; LSE:CEN) | 4/00 | 5/00 | N/A | The merger was called off due to differences on management and valuation issues |
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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; LSE = London Stock Exchange; MSE = Montreal Stock Exchange; 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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