Company Acquired** (Country) |
Acquired By Or Merged With (Country) | Date Announced | Date Completed | Value*** (M) |
Terms/Details |
I. COMPLETED MERGERS AND ACQUISITIONS | |||||
Agouron Pharmaceuticals Inc. | Warner-Lambert Co. (NYSE:WLA) | 1/99 | 5/99 | $2,100 | Warner-Lambert exchanged each share of Agouron for 0.8108 to 0.93 shares Warner-Lambert (about $60 per share) |
Apex Bioscience Inc.* |
U.S. subsidiary of VitaResc Biotech AG* (Germany) |
7/99 |
7/99 |
ND | Apex will continue to operate under its current name as a wholly owned subsidiary of VitaResc; the transaction was led by Techno Venture Management and will result in substantial funding enabling ongoing development of Apex's lead product, pyridoxalated hemoglobin polyoxyethylene; financial terms ND |
Aprogenex Inc.* | Vysis Inc. (NASDAQ:VYSI) | 7/99 |
7/99 |
ND | Vysis acquired Aprogenex's intellectual property portfolio, including 2 U.S. patents and several licensed rights; European and Japanese counterpart patents and patent applications were included in the acquisition; financial terms ND |
ATP Inc.* | PPD Inc. | 2/99 |
4/99 |
ND |
PPD issued an undisclosed number of unregistered shares to ATP stockholders in return for their stock |
BioChem ImmunoSystems Inc.(a diagnostics subsidiary of BioChem Pharma Inc.) (Canada; TSE:BCH) |
ABX Diagnostics Inc.* (wholly owned subsidiary of ABX Diagnostics; France) |
7/99 | 7/99 |
ND | ND |
Cabrillo Laboratories (division of Amylin Pharmaceuticals Inc.) |
Magellan Laboratories Inc. |
2/99 | 5/99 | $2.5 | Amylin gets $2M in cash and $0.5M in credit for future services to be provided by Magellan to Amylin; Magellan gets warrant to buy 50,000 shares of Amylin stock at market ($51,563 as of date of announcement); Magellan will retain certain product development capabilities to complete Amylin's planned NDA filing for pramlintide |
Cadus Pharmaceuticals Corp. | OSI Pharmaceuticals Inc. |
8/99 | 8/99 |
$1.5 |
OSI has acquired Cadus's drug discovery programs focused on G-protein-coupled receptors, including the Adenosine Receptor program; Cadus received $1.5M in cash, and will share in milestones and royalties on the first product derived from the acquired assets; OSI will assume operation of Cadus's research facility in Tarrytown, N.Y., and retain over 45 researchers employed in ongoing and expanding programs at both the Tarrytown site and at OSI's Uniondale, N.Y. headquarters |
Celltech plc (England;LSE: CTP) | Chiroscience Group plc (England; LSE CRO) |
6/99 | 8/99 | £685 (US$1.1B) | Celltech merged with Chiroscience by way of an all share offering on the basis of 62 new Celltech shares for every 100 Chiroscience shares; the offer valued each Chiroscience share at 293 pence and its entire issued share capital at approximately £331M (US$529M), based on Celltech's share price of 472.5 pence and market capitalization of approximately £365M (US$584M); the merged company is called Celltech Chiroscience plc and trades on the LSE under the symbol CCH |
Chrysalis International Corp. |
Phoenix International Life Sciences Inc. (Canada) | 11/98 | 5/99 | C$12.3 (US$8.3) |
Phoenix acquired all of Chrysalis' outstanding shares in exchange for US$8.29M in Phoenix shares (which it will register for listing on Nasdaq); if Phoenix fails to obtain Nasdaq listing, it will pay $8.29M in cash; Phoenix will also assume Chrysalis' debt (of which $10.5M will be retired at closing) |
Research reagents business of Cistron Biotechnology Inc. (OTC BB:CIST) | Research and Diagnostics Systems Inc. (subsidiary of the Techne Corp.; NASDAQ:TECH) | 2/99 |
4/99 |
$0.8 |
R & D Systems paid $0.75M in cash for Cistron's research reagents business; it also got exclusive rights to Cistron's interleukin 1-beta antibody and immunoassay patents; Cistron retained diagnostic and therapeutic rights |
Convergence Pharmaceuticals Inc.* |
Ilex Oncology Inc. |
7/99 | 7/99 | $9.9 (plus potential milestones) | Ilex acquired Convergence in exchange for 1M shares of Ilex common stock, and an additional earn-out of up to 1M shares if certain development milestones are met |
Cytel Corp. |
Neose Technologies Inc. |
3/99 | 3/99 |
$5 | Neose acquired 6 issued U.S. patents, 8 pending U.S. applications, 2 provisional U.S. applications and foreign counterparts, Cytel's license and option agreements with various institutions, Cytel's Sugar Nucleotide Cycling technology and Cytel's glycoprotein remodeling program and related technologies; Neose paid Cytel $3.5M in cash, and paid an additional $1.5M into escrow, the release of which is contingent on Cytel's satisfaction of certain matters relating to the acquired patents and licenses; Neose may pay Cytel up to an additional $1.6M, contingent on potential payments and revenues realized by Neose in connection with certain future corporate collaborations |
Epimmune Inc. |
6/99 |
7/99 | ND |
Cytel has been renamed Epimmune Inc. and began trading on Nasdaq under the symbol EPMN; the company will focus on building and realizing value from Epimmune's proprietary vaccine technology |
|
DepoTech Corp. | SkyePharma plc (U.K.) | 10/98 |
3/99 | $55.7 |
SkyePharma acquired DepoTech in a stock exchange and equity purchase valued at $30.7M; SkyePharma will offer 2.7M American Depositary Shares (ADSs) for all DepoTech's outstanding shares in ratio of 1.86 ADS per 10 DepoTech shares; the companies also formed a strategic alliance on drug delivery technologies, under which SkyePharma paid $5M for 2.9M shares of DepoTech ($1.75 each, a 40% premium to market); the stock exchange and equity purchase are valued at $30.7M; the purchase price will increase by $14M in ADSs if DepoCyt is launched in the U.S. by 3/31/00 and by an additional $11M if DepoTech signs a corporate partnership for DepoMorphine or a macromolecule by 3/00; DepoTech shareholders approved the transaction at a special meeting 3/99 |
Biomedical Services Laboratory division of DynCorp* |
Novavax Inc. (AMEX:NOX) |
8/99 | 8/99 | ND | Novavax acquired substantially all of the assets, excluding cash and accounts receivable, of DynCorp's Biomedical Services Laboratory division, combining Novavax's Novasome adjuvant technology with the division's expertise in vaccine development and manufacturing to develop therapies for the treatment of various cancers and infectious diseases; the assets acquired include all personal property and equipment and all related intellectual property; in addition, DynCorp entered into a five-year non-competition agreement |
GeneMedicine Inc. |
Megabios Corp. |
10/98 |
3/99 |
$38 | This merger was accomplished by a stock exchange; each outstanding share of GeneMedicine was exchanged at a ratio of 0.571 for newly issued shares of Megabios; Megabios issued 9.1M new shares in all; Megabios shareholders will own 59% of the new company, which is called Valentis Inc., and GeneMedicine shareholders will own 41%; all outstanding GeneMedicine stock options will convert to Megabios options at the same exchange ratio |
GeneSense Technologies Inc.* (Canada) | Lorus Therapeutics Inc. (Canada; TSE/MSE: LOR; NASDAQ OTC: LORFF) |
4/99 |
7/99 | ND | Lorus received shareholder approval to proceed with the acquisition of all of GeneSense's outstanding shares; further details ND |
Genzyme Tissue Repair's 50% interest in the Diacrin/Genzyme joint venture |
Genzyme General (NASDAQ:GENZ) |
4/99 | 5/99 | $25 | Genzyme Tissue Repair transferred its 50 percent interest in the Diacrin/Genzyme LLC joint venture to Genzyme General; Genzyme General will assume all future funding obligations and risks associated with development of the joint venture's cell therapies program; Genzyme Tissue received $25M and a 3 percent worldwide royalty on any products sold by the joint venture; of the $25M, $5M is nonrefundable and $20M is a pre-payment related to the achievement of future milestones; if the milestones are not met, Genzyme Tissue is required to repay the advanced milestone funds plus interest in cash or designated shares at Genzyme Tissue's option |
ImuMed Deutschland GmbH (Germany; a unit of Transplant Technologies Inc.) |
Viper Resources Inc. (OTC BB:BPRS) | 8/99 |
8/99 |
ND | ImuMed was acquired in settlement of a loan from Viper to Transplant Technologies in the approximate amount of $0.7M, and the receipt by Viper of a $0.4M promissory note from Transplant due in three years and requiring mandatory prepayments by the borrower in certain circumstances |
Innovir Laboratories Inc. (a subsidiary of Nexell Therapeutic Inc.; NASDAQ:NEXL) | Ribozyme Pharmaceuticals Inc. |
8/99 |
8/99 |
ND | Ribozyme acquired all of the ribozyme-based intellectual property assets of Innovir, including 28 patents and patent applications and two trademarks |
JBL Scientific Inc. a subsidiary of Genta Inc.) |
Promega Corp.* |
3/99 |
5/99 |
$6.2 | Genta Inc. sold the assets of its subsidiary, JBL Scientific Inc., to a subsidiary of Promega Corp; terms of the sale included a cash payment of approximately $5M, and a promissory note in the principal amount of $1.2M, subject to offset under certain circumstances and pharmaceutical development services supporting Genta's development of its lead cancer therapeutic candidate, G3139 |
Magnetic Imaging Technologies Inc.* | Nycomed Amersham Imaging Inc. (a unit of Nycomed Amersham plc; U.K.; NYSE:NYE) |
8/99 |
8/99 |
ND | Nycomed assumes full control over and exclusive access to Magnetic's hyperpolarization technology; additionally, Nycomed will receive the exclusive commercialization license for the technology, held by Princeton University and the State University of New York at Stony Brook; financial terms ND |
Metra Biosystems Inc.* |
Quidel Corp. (NASDAQ:QDEL) | 6/99 | 8/99 |
$23 |
Quidel completed its acquisition of Metra Biosystems through a merger of its wholly owned subsidiary, MBS Acquisition Corp., into Metra Biosystems; Quidel acquired approximately 93% of outstanding Metra shares through a $1.78 per share tender offer; remaining outstanding shares were converted into the right to receive $1.78 per share in cash; Quidel assumes responsibility for Metra's distribution agreements and strategic collaborations, and will continue development and commercialization of Metra's portfolio of diagnostic products for clinical and research use |
Six blood collection centers owned by Nabi |
ND |
4/99 | 4/99 |
ND | Nabi completed the sale of six of its nonspecific antibody collection centers to an undisclosed company in the industry for an undisclosed cash payment and the assumption of certain leases |
Minority interest in Nexell Therapeutics Inc. held by Baxter Healthcare Corp. (NYSE:BAX) |
Vimrx Pharmaceuticals Inc. |
1/99 |
7/99 | $5.2 |
Vimrx acquired Baxter's minority interest (19.5%) in Nexell; Baxter gets 3M additional shares of Vimrx stock ($5.2M on 1/15/99) and a 7-year warrant to buy 5.2M shares of Vimrx at $1.15 each ($6M total); the companies also agreed to set $2.75 per share as the conversion price of Series A preferred stock issued by Vimrx to Baxter in 12/97 |
NeXstar Pharmaceuticals Inc. | Gilead Sciences Inc. |
3/99 | 7/99 | $550 | Gilead acquired NeXstar in an all-stock transaction, at a ratio of 0.425 share Gilead for 1 share NeXstar (the exchange ratio of 0.379 was based on the average closing price of Gilead common stock from 6/28/99 to 7/26/99) |
Nova Molecular Inc.* (Canada) |
Variagenics Inc.* | 2/99 | 2/99 | $12 | Nova reorganized into a new parent corporation; subject to certain conditions, shares of the parent corporation are convertible into shares of Variagenics, resulting in an acquisition, for which Variagenics will pay $12M in stock and cash; Variagenics gets exclusive rights to Nova's intellectual property on pharmacogenomic application of ApoE (apolipoprotein E) and other genetic markers for treating central nervous system diseases |
Novex* | Invitrogen Corp. (NASDAQ:IVGN) |
6/99 |
8/99 |
$50 | Invitrogen issued approximately 2.5M shares of its common stock for all of the capital stock of Novex, and will assume approximately 0.5M outstanding options of Novex |
Oncolytics Biotech Inc.* (Canada) |
Synsorb Biotech Inc. (Canada) | 2/99 | 4/99 | $1.7 | Synsorb acquired all outstanding shares of Oncolytics for US$1.66M in Synsorb shares; Oncolytics gets additional payments based on performance milestones (prices converted at rate of C$1.50/US$1) |
In situ hybridization business of Oncor Inc. |
Ventana Medical Systems Inc. |
11/98 | 11/98 | $5.5 | Oncor surrendered assets of its in situ hybridization business (including the INFORM Her-2/neu test) to certain of its secured creditors; Ventana acquired the assets from the creditors for $5.5M in cash |
OraVax Inc. (OTC BB:ORVX) | Peptide Therapeutics Group plc (U.K.) |
11/98 | 5/99 |
$20 |
Peptide Therapeutics acquired OraVax for $20M in stock and cash; Peptide bought 95% of OraVax's outstanding 6% convertible preferred stock for $3M; with completion of the merger, this stock will be retired; OraVax options and warrants will be exchanged for Peptide options and warrants; Peptide raised additional funds to provide working capital for the combined company, through a $33.8M (net) rights offering on the London Exchange in 2/99; OraVax got a $3M bridge loan from its vaccines collaborator Pasteur Merieux Connaught, which it must repay in 2 installments ($2M in 1/99 and $1M in 7/99); as of 3/8/99 |
Assets of the Biochemical Research Reagent Division of Oxford GlycoSciences plc (U.K.) | Glyko Inc. (a subsidiary of BioMarin Pharmaceutical Inc.) |
5/99 |
5/99 |
$1.5 to $2.1 |
Glyko acquired key assets of Oxford's Biochemical Research Reagent division, strengthening its position as a leading provider of carbohydrate-related research agents, processing enzymes and analytic products and systems; the agreement is valued from $1.5M to $2.1M, depending on future sales of acquired products |
Pacific Pharmaceuticals Inc.(OTCBB:PHAA) |
Procept Inc. | 11/98 |
3/99 | ND |
Pacific Pharmaceuticals merged into Procept; each Pacific Pharmaceuticals share converted into 0.11 share of Procept; Procept issued 2.755M shares to Pacific on closing; all outstanding Pacific options and warrants converted to Procept options and warrants at the same exchange ratio; Procept assumes a contractual obligation with Pacific's subsidiary BG Development Corp., under which Procept could buy $7.3M of BG Development preferred stock in 6/00 with cash or Procept stock; Pacific Pharmaceuticals preferred shareholders get certain contractual rights in exchange for waiving liquidation rights |
Peptimmune Inc.* |
Genzyme General |
7/99 | 7/99 |
ND | Terms ND |
ProScript Inc.* |
LeukoSite Inc. |
7/20 | 7/20 | $2.7 | LeukoSite acquired ProScript for 188,000 newly issued shares of LeukoSite common stock, valued at $2.3M and for $412,000 in cash; ProScript shareholders will be entitled to additional cash payments upon the achievement of certain milestones and royalties related to ProScript compounds and to a ProScript research collaboration with Hoechst Marion Roussel Inc. |
Prostagen Inc.* |
Cytogen Corp. | 6/99 | 6/99 | $3 | Cytogen acquired Prostagen based on on an up-front stock payment of $2.5M by Cytogen; the acquisition includes future milestone-based earn-out payments; Cytogen receives a minority ownership in NorWest Biotherapeutics and approximately $0.5M of existing Prostagen cash |
Roslin Bio-Med (U.K.; a unit of the Roslin Institute) | Geron Corp. (NASDAQ:GERN) |
5/99 |
5/99 |
$26 | Geron purchased all outstanding shares of Roslin in exchange for 2.1M shares of Geron common stock; Roslin will become a wholly owned U.K. subsidiary of Geron and will be known as Geron Bio-Med |
Sequus Pharmaceuticals Inc. |
Alza Corp. | 10/98 |
3/99 |
$580 | Alza acquired Sequus in a stock exchange of 0.4 shares Alza for 1 share of Sequus; transaction valued at $16.975 per share for Sequus shareholders |
Shield Diagnostics Group plc (U.K.) |
Axis Biochemicals ASA (Norway) | 1/99 |
6/99 |
£177 (US$293) |
Shield merged with Axis through the issuing of one new Shield common share for one Axis common share; the merged company is known as Axis-Shield plc and will be based at existing offices in Norway |
Sparta Pharmaceuticals Inc. (OTC BB:SPTA) |
SuperGen Inc. |
1/99 |
8/99 |
$6.9 |
SuperGen acquired all outstanding shares of Sparta for 0.65M newly issued shares of SuperGen common stock; Sparta shareholders will get a 3% stake in SuperGen; most of 0.65M shares goes to holders of Sparta preferred stock, who must agree to give up their liquidation preference in exchange for an increase in the conversion rate |
Target Quest* |
Dyax Corp.* |
8/99 | 8/99 | ND |
Dyax acquired Target Quest, including rights to potential lead compounds for treatment of cancer, and gains access to a validated antibody library and European laboratories in the Netherlands |
Transcend Therapeutics Inc. | KeraVision Inc. (NASDAQ:KERA) | 12/98 |
6/99 |
$9.4 |
Transcend will wind down its operations as a drug development company; Transcend stockholders will get shares of KeraVision equivalent to Transcend's net cash as of closing date (on 12/23/98, that amount was $8M) plus a 20%-30% premium depending on KeraVision's stock price |
Vascular Therapies Inc.* | GlycoDesign Inc.* |
8/99 |
8/99 |
ND | GlycoDesign acquired all of the outstanding shares of Vascular Therapies in exchange for GlyoDesign shares |
Virologix Inc.* | Access Pharmaceuticals Inc. (OTC BB:AXCS) |
3/99 | 7/99 | $1 | Access acquired Virologix for 0.23M shares of Access |
Vysis Inc. |
Applied Imaging Corp. (NASDAQ:AICX) |
7/99 | 7/99 | ND | Applied Imaging purchased Vysis's cytogenetic imaging instrumentation business; Vysis will take an approximate 4% equity stake in Applied Imaging; Applied will focus its sales and product development efforts on cytogenetic imaging instrumentation; Vysis will focus its resources on its proprietary DNA probe business, FISH technology, and its newly developed genomic microarray platform, GenoSensor; Applied will support, service and sell a complete line of cytogenetic imaging instruments to both companies' customers worldwide |
II. PENDING MERGERS AND ACQUISITIONS | |||||
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 |
Centocor Inc. | Johnson & Johnson (NYSE:JNJ) |
7/99 |
4Q:99E | $4900 | Johnson & Johnson will acquire Centocor in a stock-for-stock exchange; Centocor will retain its name and management and will be a freestanding Johnson & Johnson company; Centocor shareholders will receive a fraction of a share of Johnson common stock for each share of Centocor they own, based upon an exchange ratio that is dependent upon the average closing market price of Johnson shares during a period of 20 trading days ending with the second trading day immediately preceding the Centocor shareholders meeting; the transaction is subject to clearance under the Hart-Scott-Rodino AntiTrust Improvements Act and to the approval of Centocor shareholders |
ChromaXome Corp. (a subsidiary of Trega Biosciences Inc.; NASDAQ:TRGA) |
TerraGen Diversity Inc. * (Vancouver, British Columbia) | 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 | |
CoCensys Inc. |
Purdue Pharma LP (OTC BB:COCN) |
8/99 | 9/99E |
$5.7 | Purdue Acquisition Corp., a subsidiary of Purdue Pharma LP, will purchase in a cash tender offer all outstanding shares of CoCensys Inc.'s common stock for $1.16 per share |
Discovery Technologies Ltd.* |
Discovery Partners International* (Switzerland) |
6/99 | ND |
Discovery Technologies will become a wholly owned subsidiary of Discovery Partners, and will retain its headquarters in Switzerland | |
Fuisz Technologies Ltd. (NASDAQ:FUSE) |
Biovail Corp. International (Canada; TSE/NYSE:BVF) |
7/99 |
4Q:99E |
$245 | Biovail will acquire Fuisz in a two-stage cash and stock transaction that values Fuisz at $7.00 per share, or approximately $154M, based on Biovail's closing share price of $58.625 on 7/23/99; Fuisz has outstanding debt of approximately $91M, for a total transaction value of approximately $245M; Biovail will commence a cash tender offer for a number of Fuisz outstanding common shares; upon completion of the cash tender, the remaining outstanding common shares will be exchanged for Biovail common shares in the ratio of 1 Fuiz common share for 0.1194 Biovail common share; the transaction is subject to Fuisz shareholder and expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 |
MetaXen LLC (a subsidiary of Xenova; London) |
Exelixis Pharmaceuticals Inc.* |
7/99 | 9/99E | £0.24 (US$0.4) |
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 |
PolyMasc Pharmaceuticals plc (London; LSE:PCP) | Valentis Inc. (NASDAQ:VLTS) |
5/99 | 3Q:99E |
ND | Valentis will merge 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 option to purchase shares of Valentis common stock at the same ratio; the transaction is subject to the approval of PolyMasc's shareholders |
Proteus International plc (U.K.) |
Therapeutic Antibodies Inc. (U.K.; LSE:TAB) | 5/99 | 8/99E |
£63.1 (US$101) |
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 |
Ribi Immunochem Research Inc. | Corixa Corp. | 6/99 | 9/99E |
$56.3 | Corixa will acquire 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; the transaction requires approval of both companies' shareholders and the expiration or early termination of the required waiting period under the HartScott-Rodino AntiTrust Improvements Act of 1976, as amended |
RiboGene Inc. (AMEX:RBO) |
Cypros Pharmaceutical Corp. (AMEX:CYP) | 8/99 | 4Q:99E |
ND | RiboGene will be merged with and 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 holder 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 transaction will be accounted for as a purchase and is subject to shareholder approval |
Scandipharm Inc.* |
Axcan Pharma Inc. (Canada; TSE: AXP) | 8/99 | 8/99E | C$147 (US$98) | Axcan will acqire 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 |
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 both companies' shareholders |
Sibia Neurosciences Inc. (NASDAQ:SIBI) |
Merck & Co., Inc. (NYSE:MRK) | 8/99 | 9/99E |
$87 | Merck will acquire Sibia for $8.50 per share in cash; further details ND |
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; SmithKline will receive two seats on the Quest board of directors and has agreed to certain standstill provisions in connection with its ownership of Quest's common stock |
Sugen Inc. | Pharmacia &Upjohn Inc. (NYSE:PNU) | 6/99 | $650 | Pharmacia will acquire complete ownership of Sugen; each of approximately 23.5M shares of Sugen stock will be exchanged for approximately $31 worth of Pharmacia stock; the exact exchange ratio will be based on the average price of Pharmacia stock prior to closing; if the agreement is terminated, Pharmacia has the right to purchase up to 19.9% of Sugen's common stock and has the right to a fee of $17M; the transaction is subject to the approval of both companies' shareholders/TD> |
|
SunPharm Corp. (NASDAQ:SUNP) |
GelTex Pharmaceuticals Inc. | 8/99 |
4Q:99E |
$16.5 | Each share of SunPharm preferred stock outstanding immediately prior to the effective time of the merger will be converted into between 0.183 and 0.217 shares of GelTex common stock, and each share of SunPharm common stock outstanding will be converted into between 0.122 and 0.145 shares of GelTex common stock; the transaction is subject to shareholder approval |
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 = 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; TSE = Toronto Stock Exchange; MSE = Montreal Stock Exchange; LSE = London Stock Exchange. | |||||
* Private companies are indicated with an asterisk. | |||||
** Unless otherwise noted, the trading symbols for public biotechnology companies can be found by referring to the BioWorld Stock Report For Public Biotechnology Companies on pp. 16-17. | |||||
*** Conversion rate of £1 = US$1.599; Conversion rate of C$1 = US$0.676 | |||||
