Company Acquired By Date Date Value Terms/Details
Acquired** Or Merged With Announced Completed (M)
(Country) (Country)
I. COMPLETED MERGERS AND ACQUISITIONS
ACT Gene SA* Visible Genetics — 4/98 $1.3 Visible Genetics acquired ACT
(France) Inc. (Canada) Gene for US$0.45M plus 0.085M
shares Visible Genetics common
stock (US$0.84)
Acute Therapeutics Discovery 2/98 6/98 ND Letter of intent dated 2/98; defini-
Inc.* (majority-owned Laboratories Inc. tive agreement dated 3/98; Discov-
subsidiary of Discovery ery Labs acquired all outstand-
Laboratories Inc.) ing shares of Acute Therapeutics
by issuing 3.90 shares for each
share Acute Therapeutics; the new
company will move to Acute Ther-
apeutics' headquarters and be run
by Acute Therapeutics' management
Anawa Holdings* Phoenix — 5/98 $4.9 Phoenix bought Anawa for 0.53M
(Switzerland) International Phoenix shares (US$4.9M, con-
Life Sciences Inc. verted at a rate of C$1.45/US$1)
(Canada)
Apollon Inc.* Wyeth-Lederle — 5/98 ND ND
Vaccines (unit of
Wyeth-Ayerst Lab-
oratories, a division
of American Home
Products Corp.;
NYSE:AHP)
Aptein Inc.* Cambridge Anti- 6/98 7/98 $11 Cambridge Antibody issued 1.29M
body Technology shares of its stock ($6M) on clos-
Group plc (U.K.) ing and the balance ($5M in stock)
on issuance of European patent on
Aptein's polysome display tech-
nology
Biomira Diagnostics Centocor 4/98 5/98 $7 Biomira sold the operations of its
Inc. (wholly owned Diagnostics diagnostics subsidiary that concern
subsidiary of Biomira (subsidiary of Truquant blood test kits for breast,
Inc.; Canada) Centocor Inc.) ovarian and gastrointestinal cancer
to Centocor Diagnostics; Biomira
could get maximum of US$7M for
the sale plus licensing royalties on
antibodies and antigens for use in
in vitro diagnostics; operations at
Biomira Diagnostics will cease by
8/98; Biomira did not sell its hep-
atitis test kit to Centocor
BioSignal Inc.* Packard — 7/98 $8.5 Packard already owned a 19%
(Canada) BioScience Co.* stake in BioSignal; it paid $8.5M
for the remaining 81%
Imperial Cancer Antisoma plc* — 5/98 ND Antisoma bought out Imperial
Research Technology's (U.K.) Cancer's share in the joint venture
interest in joint venture company Cancer Therapeutics and
Cancer Therapeutics obtained rights to all products and
Ltd. (U.K.) technology formerly owned by the
joint venture; in exchange, Imper-
ial Cancer Research Technology
got 5.7M newly issued shares of
Antisoma (for a 13.6% equity
stake) and gets royalties on product
sales
Carnick Laboratories Elan Corp. plc 4/98 6/98 $150 Elan acquired Carnick for $150M
Inc. (subsidiary of (Ireland) in combination of cash and a
GWC Health Inc.*) promissory note; Carnick will be-
come part of Elan Pharmaceuticals
Chemical Design Oxford Molecular — 5/98 ND ND
Holdings plc Group plc (U.K.)
(AIM:CHD; U.K.)
Hoechst AG's interest Chiron Corp. — 4/98 $115.5 Chiron had acquired a 49% stake
in joint venture Chiron in the human vaccines business of
Behring GmbH & Co. Hoechst subsidiary Behringwerke
(Germany) AG in 7/96 (for $115M); Chiron
has now paid $115.5M for the
remaining 51% stake
ClinData International Quintiles Trans- — 6/98 ND Quintiles acquired both com-
Pty Ltd. (South Africa) national Corp. panies in exchange for Quintiles
and Cardiac Alert (U.K.) stock in separate transactions
Gene/Networks* Warner-Lambert — 5/98 ND ND
Co. (NYSE:WLA)
Research products Techne Corp. 6/98 7/98 $65.5 Techne bought Genzyme's
business of (NASDAQ:TECH) research products business for
Genzyme Corp. $65.5M ($24.8M in cash, $17M
in Techne stock [0.987M shares at
$17.22 each] and royalties of
$23.7M on Techne's biotech group
product sales over next 5 years);
Genzyme has retained its in vitro
diagnostics products business
HumaTech ProCyte Corp. — 4/98 $3 ProCyte acquired HumaTech for
Laboratories* $3M total ($1.1M cash and 1.1M
shares ProCyte common stock
valued at $1.5M)
Ibah Inc. Omnicare Inc. 3/98 6/98 $169 Ibah stockholders received 0.1638
(NYSE:OCR) share Omnicare for each Ibah share
for total purchase price of $169M
Institute for Phoenix — 5/98 ND Phoenix acquired certain assets of
Pharmacodynamic International the institute for cash and future
Research* (Germany) Life Sciences Inc. payments based on an earn-out
(Canada) formula; details ND
International Murex Abbott Labor- 3/98 7/98 $234 Abbott launched a tender offer in
Technologies Corp. atories (NYSE:ABT) 3/98 to acquire 100% of the out-
(NASDAQ:MURXF; standing shares of International
Canada) Murex for $13.00 per share (a 22%
premium to market); it received
96% (or 16.2M shares) of those
(on fully diluted basis) through the
tender offer and subsequently bought
the rest (also at $13.00 per share) in
a compulsory acquisition process
Matrigen Inc.* Prizm Pharma- — 5/98 ND The companies combined their
ceuticals Inc. core technologies via merger to
form a new company, Selective
Genetics Inc.; details ND
MGA Software Inc.* Pharsight Corp.* 4/98 6/98 ND Pharsight acquired the pharmaceuti-
cal assets of MGA; further details ND
Molecular Pharmacopeia Inc. 2/98 6/98 $130 Pharmacopeia acquired all out-
Simulations Inc.* standing stock of Molecular Simu-
lations for 7.1M newly issued
shares Pharmacopeia common
stock; it will also convert Mole-
cular Simulation's outstanding
options into Pharmacopeia options,
which may result in issuance of
1.4M more new Pharmacopeia shares
Northwest Neurocrine 3/98 6/98 $4.2 Neurocrine paid a total of $4.2M
Neurologic Inc.* Biosciences Inc. by issuing new shares of its
common stock to acquire North-
west Neurologic
Research products Intergen Inc. 6/98 6/98 $3.2 Oncor sold its research products
division of Oncor Inc. division to Intergen for $3.2M ($3M in
cash on closing and the rest as sched-
uled payments over next 2 years)
PanGenetics BV* Tanox — 4/98 ND Tanox acquired a majority stake in
(the Netherlands) Biosystems Inc.* PanGenetics and has agreed to
acquire the remaining stock under
certain conditions (details ND)
Precision IGT Pharma Inc. 3/98 4/98 ND IGT had held a 35% stake in Pre-
Biochemicals Inc.* (VSE:IGT; Canada) cision Biochemicals since 7/97; it
(Canada) acquired the remaining 65% by
exchanging 0.48M shares of IGT
for the remaining shares of Pre-
cision Biochemicals
PharmaSciences PowderJect — 4/98 $1.6 PowderJect acquired Pharma-
Inc.'s interest in joint Pharmaceuticals Sciences' minority equity stake in
venture Psiox Inc.* plc (U.K.) their joint venture Psiox for $1.6M
(0.2M shares at 505p per share);
Psiox will change its name to
PowderJect Therapeutics Inc.
Rosys AG* Qiagen NV — 5/98 $15.8 Qiagen acquired 100% of the out-
(Switzerland) (the Netherlands) standing shares of Rosys in a
stock exchange worth $15.8M
Somatogen Inc. Baxter Inter- 2/98 5/98 $189 Baxter paid Somatogen share-
national Inc. holders $9/share in Baxter stock
(NYSE:BAX) for all 21M shares outstanding;
Baxter will also make deferred
cash payments of up to $2/share
($42M total) based on 5% of sales
of certain future-generation prod-
ucts through 12/31/07; each share
Somatogen common stock was
converted into the right to receive
0.1685 share of Baxter common
stock and 1 contingent right
Transcell Intercardia Inc. 11/97 5/98 $14.2 The companies signed a letter of
Technologies Inc.* (subsidiary of intent in 11/97 and a definitive
(majority-owned sub- Interneuron Phar- merger agreement in 3/98; Inter-
sidiary of Interneuron maceuticals Inc.) cardia acquired the capital stock
Pharmaceuticals Inc.) of Transcell plus related technol-
ogy rights held by Interneuron in
exchange for $14.2M in Intercar-
dia stock; Transcell's outstanding
options and warrants will be con-
verted into options and warrants
good for a total of 0.26M shares of
Intercardia stock; the outstanding
Transcell stock will be converted
into right to receive Intercardia
stock in 3 installments (the 1st to
be made in connection with clos-
ing; the others at 15 and 21 months)
with total combined value of $11.2M;
Intercardia paid $3M in stock (0.175M
shares) to Interneuron for technology
rights; postmerger, Interneuron owns
62% of Intercardia's stock
VacTex Inc.* Aquila Biopharma- — 4/98 $8.2 Aquila acquired 100% of outstand-
ceuticals Inc. ing shares of VacTex in exchange
for 1.15M newly issued shares of
Aquila stock plus a note for $1.3M
(including accrued interest at 7%;
redeemable after 4/13/99); the
acquisition is valued at $8.2M
Viatech Imaging LLC* Cognetix Inc.* — 7/98 ND ND
II. PENDING MERGERS AND ACQUISITIONS
Gen Trak Inc.* Genetic Vectors 5/98 — ND Genetic Vectors will acquire 100%
Inc. (OTC Bulletin of Gen Trak's stock; definitive
Board:GVEC) merger agreement still pending
GenQuest Inc.* Corixa Corp. 6/98 8/98E $11.8 Corixa already holds a 17% stake
in GenQuest and will buy the rest
for $11.8M ($4.5M in cash and
the remainder in Corixa common
stock)
ImmunoTherapy Antivirals Inc. 11/97 ND $13.9 According to the letter of intent
Corp.* (11/97), Antivirals was to buy
ImmunoTherapy for $24M in
stock and warrants; however, the
definitive agreement (2/98) states
that Antivirals will acquire Immu-
noTherapy for 2.1M shares
(at $6.625 each on 2/3/98, for total
of $13.9M) and 2.1M warrants;
shareholders from both compan-
ies still need to approve merger,
but Antivirals has already changed
its company name to AVI Bio-
Pharma to reflect the merger
Imtix (division of SangStat Medical 4/98 YE98E $33 SangStat will acquire Imtix for
Pasteur Merieux Corp. $33M in cash ($12M upfront at
Connaught, a mem- closing and deferred cash pay-
ber of the Rhone- ments of $21M over 5 years); Pas-
Poulenc Group; teur Merieux gets royalties on sale
France) of Imtix products; closing subject
to regulatory clearance
Inflammatics Inc.* Viragen Inc. 1/98 — ND Companies will form a strategic
alliance; Viragen could acquire
up to 80% of Inflammatics upon
completion of current Phase I/II
trials and future Phase III trials of
LeukoVAX (human white blood
cell-derived drug for treating
rheumatoid arthritis)
Life Technologies Dexter Corp. 7/98 — $240 Dexter will acquire the 48% of
Inc. (NYSE:DEX) Life Technologies it doesn't already
own (11.3M shares) for $37.00 cash
per share (18% premium to market);
transaction subject to approval by
Life Technologies' board of directors
Neurex Corp. Elan Corp. plc 4/98 3Q:98E $740 Elan will acquire all of Neurex's out-
(Ireland) standing shares (23.3M) for $31.81
per share; each share Neurex will be
exchanged for 0.51 Elan American
Depositary Share; Neurex will become
part of Elan Pharmaceuticals; antitrust
considerations cleared in U.S. and Ire-
land 6/98; transaction still requires
approval of Neurex shareholders
OncorMed Inc. Gene Logic Inc. 7/98 4Q:98E $38 Gene Logic will acquire 100% of
OncorMed's outstanding stock for
a maximum of 4.85M shares of
Gene Logic stock (ratio of 0.48:1;
actual number could vary depending
on trading price at closing); Gene Logic
will also assume outstanding warrants
for OncorMed stock; Gene Logic loaned
OncorMed $1.5M for operations; trans-
action subject to approval of both
companies' shareholders
OST Developpement Osteotech Inc. 7/98 3/99E $1.5 Osteotech will acquire a majority
SA* (subsidiary of interest in OST in 2 steps; in 6/98,
Transphyto SA, France) it acquired a 5% stake; it will
acquire an additional 85% stake
no later than 3/99 contingent on
certain milestones; total cost will
be $1.5M (FFr9M); the agreement
provides for Osteotech's purchase
of the remaining 10% in the future
Penederm Inc. Mylan Laboratories 6/98 YE98E $205 Mylan will acquire Penederm for
Inc. (NYSE:MYL) stock; Penederm shareholders get
0.68 share Mylan for each share
Penederm (valued at $21.89 per
share to Penederm holders); trans-
action subject to approval of Pene-
derm shareholders
Proceutics Inc. Oread Inc.* 2/98 — ND Proceutics will transfer its person-
(wholly owned sub- nel, equipment and client contracts
sidiary of CytRx Corp.) to Oread; Proceutics will retain its
real estate assets (but is negotiating
their sale independently but con-
currently)
Seragen Inc. (OTC Ligand Pharma- 5/98 8/98E $67 Ligand will acquire Seragen for
Bulletin Board:SRGN) ceuticals Inc. $67M in cash and stock, of which
$37M is contingent on FDA
approval of Seragen's cancer drug
Ontak (for cutaneous T-cell
lymphoma); Ligand will pay $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 or not at all if FDA approv-
al hasn't occurred within 2 years;
Ligand also will acquire assets of
Marathon Biopharmaceuticals LLC
(which manufactures Seragen drugs)
for $5M, with another $3M 6 months
after FDA approval of Ontak (both
payments in cash and/or stock); Eli
Lilly and Co. will assign to Ligand its
rights to Ontak; Lilly can get up to
$10M in milestones; agreement subject
to approval by regulatory author-
ities and Seragen shareholders
Tseng Labs Inc. Cell Pathways Inc.* 6/98 10/98E $177 This is a reverse merger, by which
(NASDAQ:TSNG) Cell Pathways will gain a Nas-
daq listing (Tseng has no opera-
tions currently); Cell Pathways
will acquire and merge with Tseng
in exchange for 5.5M Cell Path-
ways shares; former Tseng share-
holders will own 23% of new com-
pany; transaction subject to
approval by SEC and shareholders
of both companies
Vascular Genomics Corvas 7/97 7/00E $13-$20 Corvas has 3-year option to acquire
Inc.* International Inc. Vascular Genomics; it will make the
purchase with new shares of Corvas
stock from $13M-$20M depending on
when the option is exercised; the
option will be automatically triggered
if Corvas enters into a partnering
agreement having an equal value; dur-
ing option period, Corvas has exclu-
sive rights to patented vascular tar-
geting technology and will fund
R&D at $1M/year; if Corvas
elects not to exercise option,
Vascular Genomics may require
it to buy 20% of its stock for
$3.96M in Corvas stock
Virus Research T Cell Sciences 5/98 3Q:98E $150 T Cell Sciences will acquire Virus
Institute Inc. Inc. Research by issuing 1.55 shares of
T Cell stock and 0.2 warrant for
each share Virus Research stock;
each warrant gives right to buy 1
share T Cell for $6.00 for 5 years
after merger closes; the new com-
bined company will be called
Avant Immunotherapeutics Inc.;
transaction subject to shareholder
and regulatory approvals
III. TERMINATED MERGERS AND ACQUISITIONS
BioStar Inc.* Cortech Inc. 12/97 Terminated $18.7 Cortech was to issue 28.5M new
5/98 shares in exchange for all equity
interests in BioStar in this reverse
merger; either party had the option
of terminating negotiations if it
appeared that the merger could not
be completed by 5/31/98; this situ-
ation occurred, so the parties ter-
minated discussions by mutual
agreement
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 3/11/98 - 7/24/98. 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; AIM = Alternative Investment Market; ND = Not disclosed, reported and/or available; VSE = Vancouver 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. 12-13.