Company Acquired** (Country) |
Acquired By Or Merged With (Country) | Date Announced | Date Completed | Value*** | Terms/Details (M) |
I. COMPLETED MERGERS AND ACQUISITIONS | |||||
Androgenics Technologies Inc. |
Genta Inc. (GNTA) |
9/99 |
ND |
Genta acquired Androgenics for warrants for Genta's common stock, 90 percent of which will not become exercisable until the successful conclusion of certain development milestones in relation to Androgenics' series of novel compounds for the potential treatment of prostate | |
Centocor Inc. (CNTO) |
Johnson & Johnson (NYSE:JNJ) | 7/99 | 10/99 | $4900 |
Johnson & Johnson acquired Centocor in a stock-for-stock exchange; Centocor will retain its name and management and will be a freestanding J & J company; Centocor shareholders will receive 0.6390 of a share of J & J common stock for each share of Centocor they own, based on the average closing price of J & J common stock of $95.47 per share during the 20-trading-day valuation period ended Oct. 4, 1999; a price of $61.00 per share was used for Centocor in the calculation |
CoCensys Inc. (OTC BB:COCN) |
Purdue Pharma LP* | 8/99 |
9/99 | $5.7 |
Purdue Acquisition Corp., a subsidiary of Purdue Pharma LP, purchased in a cash tender offer all outstanding shares of CoCensys Inc.'s common stock for $1.16 per share; Purdue intends to merge Purdue Acquisition Corp., an indirect wholly owned subsidiary of Purdue, with and into CoCensys, making CoCensys an indirect wholly owned subsidiary of Purdue; all remaining shares of CoCensys not purchased in the offer will be converted automatically into the right to receive $1.16 per share in cash, subject to appraisal rights |
CombiChem Inc. (CCHM) |
DuPont Pharmaceuticals (NYSE:DD) | 11/99 |
$95 |
DuPont acquired approximately 97 prcent of CombiChem's common stock; CombiChem will operate as part of DuPont Pharmaceuticals Research Laboratories and will remain in California |
|
Diatide Inc. (DITI) |
Schering-Berlin Inc. (the U.S. management holding company for Schering AG, Gemany) | 11/99 | $106.4 | Schering Berlin acquired 94 percent of Diatide's common stock at $9.50 per share; Schering has exercised its right under Delaware law to acquire the remaining shares through a short-form merger that does not require a stockholders meeting | |
EnzyMed Inc. | Albany Molecular Research Inc. (AMRI) | 10/99 |
ND |
Albany successfully completed its acquisition of EnzyMed; EnzyMed will retain its corporate identity as an independent business unit, continuing to develop and market its combinatorial biocatalysis platform for drug discovery technology as a division of Albany | |
Fuisz Technologies Ltd. (FUSE) |
Biovail Corp. International (Canada; TSE/NYSE:BVF) | 7/99 | 11/99 |
$245 |
Biovail acquired Fuisz in a two-stage cash and stock transaction that values Fuisz at $7.00 per share, or approximately $154M; each outstanding share of Fuisz common stock not already owned by Biovail will be converted into the right to receive 0.1197 of a share of Biovail common shares |
GeneSense Technologies Inc.* (Canada) |
Lorus Therapeutics Inc. (Canada, TSE:LOR) | 11/99 |
ND | Lorus completed its acquisition of GeneSense; further details ND | |
IntraEar Inc.* | Durect Corp.* | 10/99 |
ND |
Durect acquired substantially all of the assets of IntraEar; further details ND |
|
HepaVec AG* (Germany) |
MondoGen GmbH* (Germany) |
11/99 | ND |
HepaVec acquired a majority stake in MondoGen; financial terms ND |
|
North American Vaccine Inc. | Baxter International Inc. (NYSE:BAX) | 11/99 |
$390 | Baxter acquired North American Vaccine in a stock and cash transaction; Baxter (AMEX:NVX) paid $7 per share in common stock and cash for North American's 37M shares, and will assume $133M in debt |
|
Novex* |
Invitrogen Corp. (IVGN) | 8/99 |
ND | Invitrogen issued approximately 2.5M shares of its common stock for all of the capital stock of Novex, and assumed Novex's outstanding options, which will convert into options to purchase approximately 0.5M shares of Invitrogen common stock; the transaction was accounted for as a pooling of interest | |
Pentose Pharmaceuticals Inc.* | V.I. Technologies Inc. (VITX) |
11/99 |
$41 | V.I. Technologies acquired Pentose in an all-stock transaction; Pentose shareholders received approximately 6.4M shares of VITEX common stock, giving them 34 percent ownership of the approximately 18.9M outstanding shares of the combined company | |
PolyMasc Pharmaceuticals plc (London; LSE:PCP) |
Valentis Inc. (NASDAQ:VLTS) |
5/99 | 8/99 |
ND | Valentis merged with PolyMasc; each outstanding share of PolyMasc common stock will be exchanged at a fixed ratio of 0.209 for newly issued shares of Valentis common stock; all outstanding employee stock options of PolyMasc will be assumed by Valentis and will convert into options to purchase shares of Valentis common stock |
Ribi Immunochem Research Inc. | Corixa Corp. | 6/99 | 10/99 | $56.3 |
Corixa acquired all outstanding shares of Ribi; Ribi common stock will be converted into Corixa common stock using a fixed exchange ratio of 0.1685 per share of Ribi common stock outstanding at the time of closing; all outstanding shares of Ribi Series A preferred stock will be redeemed or converted into common stock in accordance with the terms of the agreement |
RiboGene Inc. (AMEX:RBO) |
Cypros Pharmaceutical Corp. (AMEX:CYP) |
8/99 | 11/99 |
ND | RiboGene merged with and has become a subsidiary of Cypros; each outstanding share of RiboGene common stock will be converted into the right to receive approximately 1.494 shares of Cypros common stock, based on the fully diluted capitalization of both companies as of the signing of the agreement; the holders of RiboGene's outstanding preferred stock will receive a new series of Cypros voting preferred stock adjusted for the exchange ratio and with similar terms to the existing RiboGene preferred stock; Cypros will assume all of RiboGene's outstanding stock options and warrants; the combined entities are called Questcor Pharmaceuticals Inc. |
Scandipharm Inc.* |
Axcan Pharma Inc. (Canada; TSE: AXP) |
8/99 | 8/99 | C$147 (US$98) |
Axcan acqired all outstanding common and preferred shares of Scandipharm; Scandipharm will maintain its name and operate as a subsidiary of Axcan in its Birmingham, Ala., headquarters |
Sibia Neurosciences Inc. (SIBI) | Merck & Co., Inc. (NYSE:MRK) |
8/99 | 11/99 |
$87 | Merck acquired Sibia by purchasing 69 percent of Sibia's outstanding common stock at $8.50 per share; each of the remaining publicly held shares has been converted into the right to receive $8.50 in cash, without interest; Sibia will be integrated into Merck Research Laboratories at the company's San Diego facility |
Sparta Pharmaceuticals Inc. (OTC BB:SPTA) |
SuperGen Inc. |
8/99 |
ND | ND | |
Sugen Inc. |
Pharmacia & Upjohn Inc. (NYSE:PNU) |
6/99 | 8/99 | $650 | P&U acquired Sugen in an all-stock transaction; each share of Sugen common stock was converted into 0.6091 of a share of P&U common stock; the exchange ratio was based on the volume-weighted average trading prices of P&U common stock from July 30, 1999, through August 26 1999 |
SunPharm Corp. (SUNP) |
GelTex Pharmaceuticals Inc. |
8/99 | 11/99 |
$16.5 |
GelTex completed its acquisition of SunPharm in an all-stock transaction; all of SunPharm's outstanding preferred and common stock has been converted into GelTex shares |
SynQuest Inc.* |
United Therapeutics Corp. (UTHR) | 10/99 | $4 |
United Therapeutics acquired SynQuest, paying the purchase price of approximately $4M in United Therapeutics common stock and cash; SynQuest will operate as a wholly owned subsidiary of United Therapeutics while remaining in its Chicago, facilities |
|
Target Quest* | Dyax Corp.* |
8/99 | ND | Dyax acquired Target Quest, expanding its phage display technologies to include protein, peptide and antibody libraries; Dyax also received rights to potential lead compounds for the treatment of cancer, and gained access to a validated antibody library; in addition, Dyax gains European laboratories in the Netherlands; financial details ND | |
Thetagen Inc.* |
New Chemical Entities Inc.* | 9/99 |
ND | Thetagen and New Chemical Entities merged; the combined company will retain the name New Chemical Entities; financial details ND |
|
U.S. Bioscience Inc. (AMEX:UBS) |
MedImmune Inc. (MEDI) | 11/99 | $529 |
U.S. Bioscience and MedImmune merged in a stock and cash transaction with an equity value of $580M, and a transaction value of $529M (net of cash and investments), based on 30.5M fully diluted U.S. Bioscience shares and MedImmune's last sales price as quoted on Nasdaq on November 22, 1999, of $126.75 per share | |
Vascular Therapeutics Inc.* |
GlycoDesign Inc.* (Canada) | 8/99 | ND | GlycoDesign acquired all of Vascular Therapeutics' outstanding shares in exchange for GlycoDesign shares; two of Vascular Therapeutics' executives will join GlyoDesign's management team and two previous Vascular board members have been elected to GlyoDesign's new board of directors | |
II. PENDING MERGERS AND ACQUISITIONS | |||||
Algos Pharmaceuticals Corp. (ALGO) | A subsidiary of Endo Pharmaceuticals Holdings Inc.* | 11/99 | 2Q:00E |
ND | Algos will merge with a subsidiary of Endo in a tax-free, all-stock transaction; Algos stockholders will receive one share of Endo common stock for each share they hold, and warrants to be exercised for an undisclosed price per share into Endo common shares upon FDA approval of MorphiDex; if FDA approval is obtained on or before Dec. 3, 2001, upon exercise of these warrants, holders will receive an additional 15 percent of the pro forma combined company; in the event that Endo does not meet or exceed a specified gross profit target of $147.4M for fiscal year 2000, shares held by current Endo stockholders will be returned to treasury, increasing current Algos stockholders' ownership by an additional five percentage points |
Allelix Biopharmaceuticals (Canada, TSE:AXB) |
NPS Pharmaceuticals (NPSP) |
9/99 | 1Q:00E |
$45.5 | NPS will acquire Allelix in an all-stock transaction; NPS will issue approximately 6.5M shares of stock to Allelix shareholders, exchanging 0.3238 of an NPS share for each Allelix stock; the company will operate as NPS Pharmaceuticals in the U.S. and as NPS Allelix in Canada |
Alza Corp. (NYSE:AZA) | Abbott Laboratories (NYSE:ABT) |
6/99 | 12/99E |
$7300 |
Abbott will acquire all of Alza's outstanding stock in a stock-for-stock merger intended to be tax-free; Alza shareholders will receive a fixed exchange ratio of 1.20 shares of Abbott common stock for each share of Alza; Abbott intends to account for the transaction as a pooling of interests; the acquisition is subject to approval by Alza's stockholders, regulatory agencies and customary closing conditions; as of Nov. 19, 1999, the companies agreed that the closing of the merger would not take place unless new proxy materials are issued and a new meeting is held at which Alza stockholders approve the merger |
Axogen Ltd. (AMEX:AXG) |
Elan Corp. plc (UK, NYSE:ELN) | 11/99 | 12/99E |
$182.8 |
Elan is exercising its option to acquire all outstanding common shares of Axogen at $34.56 per share, payable in cash, pursuant to the purchase option granted by Axogen in Nov. 1996 |
Cell Genesys (CEGE) |
Genzyme General (GENZ) | 10/99 | 1Q:00E |
$350 | Genzyme will acquire Cell Genesys in a tax-free, stock-for-stock exchange, pending shareholder approval |
ChromaXome Corp. (a subsidiary of Trega Biosciences) |
TerraGen Diversity Inc.* (Canada) | 3/99 |
$6.5 | TerraGen will acquire the assets of ChromaXome, including two fundamental issued U.S. patents and advanced technologies for generating and screening a wide range of complex organic molecules; the purchase price is comprised of $5M to be paid over 16 months and 0.6M shares of TerraGen's preferred stock; the transaction is subject to customary conditions to closing |
|
Discovery Technologies Ltd.* (Switzerland) |
Discovery Partners International* | 6/99 | ND |
Discovery Technologies will become a wholly owned subsidiary of Discovery Partners, and will retain its headquarters in Switzerland | |
Genetic MicroSystems Inc.* |
Affymetrix Inc. (AFFX) |
9/99 | 1/00E |
ND | Affymetrix and Genetic MicroSystems (GMS) have signed a definitive agreement under which Affymetrix will acquire GMS; Affymetrix will issue approximately 1M shares of common stock for all outstanding GMS shares; the transaction is subject to stockholders' approval and clearance under the Hart-Scott-Rodino Antitrust Improvements Act |
Heaven's Door Corp.* | Procept Inc. (PRCT) |
11/99 | 1Q:00E |
ND |
Heaven's Door Corp. (HDC) and Procept have signed a definitive merger agreement; Procept will issue new shares of its common stock in exchange for all HDC equity, granting Procept shareholders approximately 65 percent of the combined company; further details ND |
LeukoSite Inc. (LKST) | Millennium Pharmaceuticals Inc. (MLNM) | 10/99 | 12/99E | ND | Millennium and LeukoSite agreed to a merger of the two companies; LeukoSite shareholders will receive 0.4296 shares of newly issued Millennium common stock in exchange for each LeukoSite share; early termination of the waiting period under the Hart-Scott-Rodino act was granted 11/99; the transaction is subject to shareholder approval |
Medeva plc (UK, NYSE:MDV) |
Celltech Chiroscience plc (UK, LSE:CCM) | 11/99 | ND |
£563 (US$912) |
Celltech has agreed to acquire Medeva, offering 34 new shares for every 100 Medeva shares; Celltech shareholders will hold 56 percent of the combined company, which will be called Celltech Group plc, with Medeva investors owning 44 percent |
MetaXen LLC (a subsidiary of Xenova; London) |
Exelixis Pharmaceuticals Inc.* |
7/99 | 9/99E |
£0.24 (US$0.39) |
Exelixis will acquire the majority of assets of MetaXen, including facilities, equipment and employees; Xenova will receive a net cash payment of £0.24M (US$0.4M), as well as retain ownership of certain intellectual property developed by MetaXen relating to drug lead optimization, drug profiling and predictive modeling |
Millennium BioTherapeutics Inc. |
Millennium Pharmaceuticals Inc. (MLNM) | 10/99 | ND | ND |
Millennium Pharmaceuticals intends to acquire the shares of its majority-owned subsidiary, Millennium BioTherapeutics Inc. (MBio) it does not already own with Millennium common stock, including the 18 percent interest in MBio owned by Eli Lilly and Co.; current MBio shareholders, including Lilly, will receive $15 in Millennium common stock for each MBio share, and current MBio options will be converted into Millennium options |
Molecular Biosystems Inc. (NYSE:MB) | Palatin Technologies Inc. (PLTN) |
11/99 | 1Q:00 |
ND | Palatin and Molecular Biosystems (MBI) agreed to merge, creating a combined company that will keep the Palatin name and be headquartered in Princeton, NJ; MBI stockholders will receive 0.5250 shares of Palatin common stock for each share of MBI common stock; upon completion of the transaction, Palatin and MBI stockholders will each own approximately 50 percent of the new company |
Neuralab Ltd.* (UK) | Elan Corp. plc (UK, NYSE:ELN) | 11/99 |
1/99 | ND |
Elan Corp. is exercising its option to acquire all outstanding common shares of Neuralab at $61.01 per share, pursuant to the purchase option granted by Neuralab in January 1998; further details ND |
OSI Pharmaceuticals Inc. (OSIP) |
Bayer Corp. (subsidiary of German company) |
11/99 | ND | $11 | Bayer will acquire the assets of OSI's diagnostics business, including the assets of OSI's wholly owned diagnostics subsidiary, Oncogene Science Diagnostics; OSI will receive $10M up front from Bayer for the acquisition of its subsidiary, with an additional payment of $1M to be made to OSI by 2001; Bayer intends to retain all of Oncogene's employees and will maintain the unit's headquarters in Cambridge, Mass. |
Proteus International plc (UK) | Therapeutic Antibodies Inc. (UK; LSE:TAB) | 5/99 | 8/99E |
£63.1 (US$101.6) |
This transaction is share-for-share merger accompanied by a conditional non preemptive placing of 23.3M new Proteus ordinary shares at 40 pence per share; Therapeutic shareholders will receive 1.163 Proteus ordinary shares for each share of common stock; the merger is subject to approval of both companies' shareholders |
Shire Pharmaceuticals Group plc (England; LSE: SHP.L; NASDAQ: SHPGY) |
Roberts Pharmaceutical Corp. (AMEX:RPC) |
7/25 | 4Q:99E | $1000 |
Shire will merge with Roberts by way of a share-for-share exchange; the offer will be made on the basis of 1.1374 Shire ADSs (3.4122 ordinary shares) for each Roberts share; Roberts shareholders may elect to receive ordinary shares as consideration; Roberts will grant Shire an option to purchase for cash newly issued Roberts shares equivalent to 19.9% of Roberts existing issued shares; termination of the agreement will result in a fee of $30M; the transaction is subject to the approval of both companies' shareholders |
Clinical laboratory operations of SmithKline Beecham plc (NYSE:SBH) |
Quest Diagnostics Inc. (NYSE:DGX) | 8/99 | 8/99E | $1300 | Quest will acquire SmithKline labs, including its domestic and foreign clinical testing operations, clinical trials testing, corporate health services and laboratory information products businesses; Quest will grant SmithKline certain non-exclusive rights to use its clinical laboratory information database; in addition, Quest will receive a minority interest in a company SmithKline will form to sell health-care information products and services through various channels; upon closing, SmithKline will receive approximately $1B in cash and 12.6M newly issued shares of Quest's common stock |
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 acquistions of single products or of manufacturing facilities and plants. It does not include mergers and acquisitions in the area of agricultural biotechnology. | |||||
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. | |||||
E 3D Estimated date, dependent on approval of regulatory authorities and shareholders of one or all companies involved in the transaction; ND 3D Not disclosed, reported and/or available; TSE 3D Toronto Stock Exchange; MSE 3D Montreal Stock Exchange; LSE 3D London Stock Exchange. | |||||
* Private companies are indicated with an asterisk. | |||||
** Unless otherwise noted, the trading symbols listed are on the NASDAQ market. | |||||
*** Conversion rate of £1 3D US$1.599; Conversion rate of C$1 3D US$0.676 | |||||
To read more on related topics, click on one of the words below.