Company Acquired By Date Date Value Terms/Details
Acquired** Or Merged With Announced Com- (M)
(Country) (Country) pleted
I. COMPLETED MERGERS AND ACQUISITIONS
BioSeq Inc.* Boston Biomedica — 10/98 $2 Boston Biomedica paid $2M to buy
Inc. (NASDAQ:BBII) the 81% of BioSeq that it didn't
already own; it paid $1M in cash and
issued warrants to buy 0.1M shares of
Boston Biomedica stock at $2.50 each;
it also assumed BioSeq's debt of
$0.73M and exchanged BioSeq options
for Boston Biomedica options
Chiroscience Ascot plc 8/98 9/98 $50 Ascot acquired a 30% stake in Chiro-
Technology Ltd. (U.K.) science Technology for $50M in cash;
(subsidiary of Chiroscience Technology also formed a
Chiroscience Group manufacturing alliance with Ascot
plc; U.K.) subsidiary Mitchell Cotts Chemicals
Ltd.; the Ascot shares will bear a pre-
ferential right to dividends and to pro-
ceeds on sale of the business (prices
converted at a rate of £0.6/US$1)
Clinserve Phoenix Interna- — 11/98 $2.2 Phoenix acquired all the outstanding
Laboratories tional Life Sciences shares of Clinserve for 0.32M shares
(Switzerland) Inc. (Canada) (C$3.4M; exchange rate C$1.53/US$1)
Coral HemaCare Corp. 9/98 10/98 ND HemaCare acquired all of Coral's
Therapeutics Inc.* (OTC Bulletin Board: assets; details ND
HEMA)
Research and UCB Pharma — 10/98 $18 UCB Pharma signed a license and
discovery assets of (subsidiary of technology asset purchase agreement
CytoMed Inc.* UCB SA; Belgium) for CytoMed's research and discovery
assets; UCB acquired rights to allergy
applications of Cytomed's anti-inflam-
matory dual function inhibitor com-
pounds and its pre-development
research programs in asthma and cen-
tral nervous system disorders; UCB
paid $12M for acquired assets; UCB
will assume ongoing activities assoc-
iated with acquired assets; CytoMed
could get $6M in product development
milestones
Gamma Biologics Immucor Inc. 9/98 10/98 $25 Immucor acquired all the outstanding
Inc. (AMEX:GBL) shares of Gamma Biologics in a cash
tender offer of $5.40 per share
GenQuest Inc* Corixa Corp. 6/98 9/98 $11.8 Corixa already held a 17% stake in
GenQuest and acquired the remainder
for $11.8M ($4.5M in cash and the
balance in 1.06M Corixa shares at
$6.84 per share)
Glyko Inc. BioMarin Pharma- — 10/98 $14.5 Glyko Biomedical spun off BioMarin
(subsidiary of Glyko ceutical Inc.* in 1997 and is its lead investor; now,
Biomedical Ltd.; BioMarin has bought Glyko Inc. from
TSE:GBL) the parent company for $14.5M, con-
sisting of BioMarin stock and the
assumption of employee stock options
by BioMarin; Glyko Biomedical's
stake in BioMarin increased from
36% to 41.7%
Gull Laboratories Meridian 9/98 11/98 ND Gull Laboratories' shareholders get
Inc. (AMEX:GUL) Diagnostics Inc. $2.25 in cash for each common share
Hexagen plc* Incyte Pharma- 8/98 9/98 $27.7 Incyte acquired all of Hexagen's out-
(U.K.) ceuticals Inc. standing stock for $5M in cash and
0.97M shares Incyte stock (at $23.25
each, or $22.7M); Incyte also assumed
Hexagen's stock options; Hexagen will
become part of Incyte's pharmacogen-
omics business unit, Incyte Genetics
ImmunoTherapy AVI BioPharma 11/97 9/98 $5.8 According to the letter of intent (11/97),
Corp.* (formerly Anti- Antivirals was to buy ImmunoTherapy
virals Inc.) for $24M in stock and warrants; how-
ever, the definitive agreement stated
that Antivirals would acquire Immuno-
Therapy for 2.1M shares and 2.1M
warrants; on completion of the deal,
AVI BioPharma's shares closed at
$2.750, valuing the deal at $5.8M
Imtix (division of SangStat Medical 4/98 10/98 $31 SangStat acquired Imtix for $31M
Pasteur Merieux Corp. ($10M up front at closing and deferred
Connaught, a mem- cash payments of $21M over 5 years);
ber of the Rhone- Pasteur Merieux gets royalties on sales
Poulenc Group; of Imtix products
France)
Inflammatics Inc.* Viragen Inc. 1/98 9/98 $1 Companies formed a strategic alliance
and Viragen acquired a 10% stake in
Inflammatics for $1M; Viragen has
option to acquire an 80% stake, depend-
ing on clinical trial results of Leuko-
VAX (human white blood cell-derived
drug for treating rheumatoid arthritis)
McKnight Phoenix Inter- — 11/98 $6.3 Phoenix acquired McKnight and its
Laboratories GmbH national Life subsidiary for 0.87M Phoenix shares
and its subsidiary Sciences Inc. (C$9.6M; exchange rate C$1.53/US$1)
IPHAR GmbH (Canada)
(Germany)
Molecular Amersham 8/98 9/98 $256 Amersham Pharmacia Biotech offered
Dynamics Inc. Pharmacia Biotech $20.50 per share for Molecular Dynamics'
Inc. (Sweden; joint outstanding shares (10.3M undiluted)
venture between via cash tender offer; based on fully
Nycomed Amersham diluted shares, the transaction is valued
plc and Pharmacia & at $256M
Upjohn Inc.)
Molecular Tool Orchid — 9/98 ND Orchid acquired Molecular Tool;
(subsidiary of Biocomputer Inc.* details ND
GeneScreen Inc.*)
NanoSystems LLC Elan Corp. plc 9/98 10/98 $150 Elan acquired all assets and liabilities
(subsidiary of (Ireland) of NanoSystems for $150M ($137M in
Eastman Kodak Co.; cash and the rest in warrants to buy
NYSE:EK) Elan common shares); NanoSystems
will become part of Elan Pharmaceuti-
cal Technologies
Neurex Corp. Elan Corp. plc 4/98 8/98 $740 Elan acquired all of Neurex's outstand-
(Ireland) ing shares (23.3M) for $31.81 per
share; each share Neurex was
exchanged for 0.51 Elan American
Depositary Share; Neurex will become
business unit of Elan Pharmaceuticals
NeXstar Products SKW Americas 8/98 8/98 $38.5 NeXstar renamed its Products Technol-
Technology (division Inc. (subsidiary of ogy division Proligo LLC, then sold
of NeXstar Pharma- SKW Trostberg AG; 51% of that division to SKW for $15M
ceuticals Inc.) Germany) in cash on closing; it also gets $3M in
guaranteed payments and $20.5M in
milestones over next 5 years; Proligo
will manufacture aptamers for NeXstar
to use in drug discovery and develop-
ment programs; NeXstar retained
certain rights to its PASS technology
OncorMed Inc. Gene Logic Inc. 7/98 9/98 $39.1 Gene Logic acquired OncorMed for 4.85M
shares of Gene Logic stock in a ratio
of 0.4673 share Gene Logic for 1 share
OncorMed; Gene Logic also assumed
outstanding warrants for OncorMed stock
Penederm Inc. Mylan Laboratories 6/98 10/98 $205 Mylan acquired Penederm for stock;
Inc. (NYSE:MYL) Penederm shareholders got 0.68 share
Mylan for each share Penederm (valued
at $21.89 per share to Penederm holders)
Peptide Immune Biovector — 10/98 ND Biovector acquired 80% stake in Pep-
Ligands* (France) Therapeutics SA* tide Immune Ligands; Biovector will
(France) fund 3-year clinical research program
as well as additional R&D programs
Rystan Company Integra Life- — 9/98 $3.6 Elan acquired Rystan in 5/98 through
Inc. (indirect subsid- Sciences Inc. its acquisition of GWC Health Inc.;
iary of Elan Corp. plc) Integra acquired Rystan for stock, 0.8M
shares ($3.6M) plus warrants for 0.3M
shares of common stock
Q.E.D. Quintiles Trans- — 10/98 ND Quintiles acquired Q.E.D. in exchange
International Inc. national Corp. for Quintiles stock
Seragen Inc. (OTC Ligand Pharma- 5/98 8/98 $67 Ligand acquired Seragen for $67M in
Bulletin Board:SRGN) ceuticals Inc. cash and stock; it paid $30M on closing
($4M in cash and $26M in Ligand
stock [1.86M shares at $13.99 each]);
Ligand will pay an additional $37M in
cash and/or Ligand stock 6 months
after FDA approval of Ontak (for
cutaneous T-cell lymphoma) or on
8/12/00 (whichever is earlier); if FDA
hasn't approved product by then, there
will be no $37M payment; Ligand also
will acquire assets of Marathon Bio-
pharmaceuticals LLC for $5M, with
another $3M 6 months after FDA
approval of Ontak (both payments in
cash and/or stock); Ligand can buy
Marathon until 12/24/98 or on 1/31/99
Simirex Inc.* Quintiles Trans- — 10/98 ND Quintiles acquired Simirex in exchange
national Corp. for Quintiles stock
Tseng Labs Inc. Cell Pathways Inc.* 6/98 11/98 $118.8 This is a reverse merger, by which Cell
(NASDAQ:TSNG) Pathways gained a Nasdaq listing
(CLPA); Cell Pathways acquired and
merged with Tseng Labs in exchange
for 5.5M Cell Pathways shares in a
ratio of 2.75 Tseng shares for 1 Cell
Pathways share; Cell Pathways also
gains $28M in cash from Tseng Labs
Viropath BV* Digene Corp. — 8/98 $1.7 Digene bought all the outstanding
(the Netherlands) stock of Viropath in exchange for
0.18M shares of newly issued stock
Virus Research T Cell Sciences 5/98 8/98 $150 T Cell Sciences acquired Virus Research
Institute Inc. Inc. in a stock transaction with a ratio of 1.55
shares of T Cell stock and 0.2 warrant
(5-year warrant to buy 1 share T Cell
stock for $6.00) for each share Virus
Research stock; the new company is
called Avant Immunotherapeutics Inc.
(NASDAQ:AVAN); T Cell shareholders own
66% and Virus Research shareholders
own 34% of the new company
II. PENDING MERGERS AND ACQUISITIONS
BioQuest Inc.* Genetic Vectors 8/98 — ND Genetic Vectors will acquire 100% of
Inc. (OTC Bulletin BioQuest's stock; definitive merger
Board:GVEC) agreement still pending
Cambridge Oxford Molecular 9/98 4Q:98E $21.1 Oxford will pay a total of $21.1M to
Combinatorial Ltd. Group plc buy the 82% of Cambridge Combina-
(U.K.) (U.K.) torial that it doesn't already own; it
will pay $5.1M in cash and the remain-
der by issuing 12.7M new shares of
Oxford Molecular; subject to approval
by shareholders (prices converted at a
rate of £0.585/US$1)
CellPro Inc. Nexell Therapeutics 9/98 —— $3 Nexell will acquire all of CellPro's
Inc. (majority-owned intangible assets (intellectual property,
by Vimrx Pharma- patents, antibodies and related cell
ceuticals Inc. and banks, research and licensed rights) for
minority-owned by $3M in Vimrx stock; Baxter will dis-
Baxter Healthcare tribute CellPro's Ceprate kits for lim-
Corp.) ited time period as CellPro files for
bankruptcy; agreements subject to
approval by bankruptcy court
Oncology diagnostics Fujirebio Inc. 10/98 4Q:98E $37.5M Fujirebio will pay $37.5M for Cento-
business of (Japan) cor's diagnostics business, including
Centocor Inc. monoclonal antibody-based immuno-
assays for detecting and monitoring
solid tumor cancers
Chiron Diagnostics Diagnostics 9/98 4Q:98E $1,100 Bayer will pay $1.1B cash for Chiron's
Corp. (subsidiary of business of Bayer in vitro diagnostics subsidiary; Bayer
Chiron Corp.) AG (Germany) also gets semi-exclusive license to cer-
tain of Chiron's patents on HCV and
HIV for use in nucleic acid diagnostics;
Chiron gets royalties on worldwide
sales; Chiron retains right to license
this technology to others or to use it
in-house; Chiron retains its 2 blood
testing businesses; transaction pending
approval of regulatory authorities
D-Pharm Ltd.* The Clal Group and 7/98 — $10 Clal and D-Pharm signed a memoran-
(Israel) Clal Biotechnology dum of understanding in which Clal
Industries (Israel) will acquire a 20% stake in D-Pharm
for $10M
DepoTech Corp. SkyePharma plc 10/98 1Q:99E $55.7 SkyePharma will acquire DepoTech in
(U.K.) a stock exchange and equity purchase
valued at $30.7M; SkyePharma will
offer 2.7M American Depositary
Shares (ADSs) for all DepoTech's out-
standing shares in ratio of 1.86 ADS
per 10 DepoTech shares; the companies
also formed a strategic alliance on drug
delivery technologies under which Skye-
Pharma paid $5M for 2.9M shares of Depo-
Tech ($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 Depo-
Morphine or a macromolecule by 3/00;
transaction requires approval by Depo-
Tech shareholders
GeneMedicine Inc. Megabios Corp. 10/98 1Q:99E $38 This merger will be accomplished by a
stock exchange; each outstanding share
of GeneMedicine will be exchanged at
a ratio of 0.571 for newly issued shares
of Megabios; Megabios will issue 9.1M
new shares in all; Megabios will own
59% of new company (yet to be
named) and GeneMedicine will own
41%; all outstanding GeneMedicine
stock options will convert to Megabios
options at the same exchange ratio;
transaction subject to approval by
shareholders of both companies
Life Technologies Dexter Corp. 7/98 — $240 Dexter has proposed acquiring the 48%
Inc. (NYSE:DEX) of Life Technologies it doesn't already
own (11.3M shares) through a tender
offer of $37.00 cash per share (19.4%
premium to market); on 10/27/98, a
committee of independent directors of
Life Technologies' board said it would
not recommend approval of this offer,
but on 11/2/98 Dexter initiated the ten-
der offer anyway; on 11/6/98, Life
Technologies filed a class action com-
plaint to stop consummation of the
tender offer
OST Developpment Osteotech Inc. 7/98 3/99E $1.5 Osteotech will acquire a majority inter-
SA* (subsidiary of est in OST in 2 steps; in 6/98, it acquired
Transphyto SA; France) a 5% stake; it will acquire an addi-
tional 85% stake no later than 3/99,
contingent on certain milestones; total
cost will be $1.5M (FFr9M); the agree-
ment provides for Osteotech's purchase
of the remaining 10% in the future
Pacific Procept Inc. 11/98 — ND Pacific Pharmaceuticals will merge into
Pharmaceuticals Inc. Procept; each Pacific Pharmaceuticals
(OTC Bulletin Board: share will convert into 0.12 share of
PHAA) Procept; Procept will also assume
$7.3M obligation of Pacific Pharma-
ceuticals subsidiary BG Development
Corp; Pacific Pharmaceuticals preferred
shareholders get certain contractual
rights in exchange for waiving liquida-
tion rights; subject to definitive agreement
Sequus Alza Corp. 10/98 4Q:98/ $580 Alza will acquire Sequus in a stock
Pharmaceuticals Inc. 1Q:99E exchange of 0.4 share Alza for 1 share
Sequus; transaction valued at $16.975
per share for Sequus shareholders;
subject to approval of regulatory
authorities and Sequus shareholders
TheraTech Inc. Watson Pharma- 10/98 1Q:99E $300 Watson will acquire TheraTech in a
ceuticals Inc. stock exchange of between 0.26630
(NYSE:WPI) and 0.29598 share of Watson (depend-
ing on Watson's market price at the
time) for 1 share of TheraTech; Thera-
Tech shareholders will get 6% stake in
Watson; transaction subject to approval
by TheraTech stockholders
UroCor Inc. Dianon Systems 8/98 — ND Dianon offered to acquire all outstand-
Inc. ing shares of UroCor for $7.50 per share
(50% premium to market), but UroCor
rejected the offer and adopted a poison
pill; Dianon intends to move forward
with the acquisition anyway
Vascular Genomics Corvas Inter- 7/97 7/00E $13-$20 Corvas has a 3-year option to acquire
Inc.* national Inc. Vascular Genomics; it will make the
purchase with new shares of Corvas
stock from $13M-$20M; the option
will be automatically triggered if
Corvas enters into a partnering agree-
ment having an equal value; if Corvas
elects not to exercise option, Vascular
Genomics may require it to buy 20%
of its stock for $3.96M in Corvas stock
III. TERMINATED MERGERS AND ACQUISITIONS
Gen Trak Inc.* Genetic Vectors 5/98 Termi- Genetic Vectors was to have acquired
Inc. (OTC Bulletin nated 100% of Gen Trak's stock, but the for-
Board:GVEC) 8/98 mer terminated the letter of intent when
the companies were not able to come
to terms
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 acquisitions of single products or of manufacturing facilities and plants. It does not include mergers and acquisitions in the area of agricultural biotechnology (which are treated separately in BioWorld Financial Watch). The information on the chart encompasses the period from 7/25/98 11/9/98. 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
* 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. 11-12.