Company Acquired By Date Date Value Terms/Details
Acquired** Or Merged With Announced Com- (M)
(Country) (Country) pleted
I. COMPLETED MERGERS AND ACQUISITIONS
Allergan Ligand Pharma- 9/97 11/97 $71.4 Ligand and Allergan formed
Ligand Retinoid ceuticals Inc. Allergan Ligand Retinoid Thera-
Therapeutics Inc. and Allergan Inc. peutics (ALRT) as a joint venture in
(NYSE:AGN) 1994; both partners exercised their
options to purchase the callable
common stock and assets of the
joint venture under the terms of
the original agreement; Ligand's
option exercisable at $21.97/share
(total $71.4M), which it paid in
cash and Ligand common stock
($7.69 cash and 0.97 Ligand share
per ALRT share, or $25M in cash
and $46.4M in shares [3.17M
shares at $14.66 each]); Allergan
also exercised its asset purchase
option by paying Ligand $8.9M in
cash to acquire 50% interest in
assets of the joint venture; Ligand
and Allergan divided up the exist-
ing compounds on a product-by-
product basis (Ligand got Panretin,
among others); each party pays
royalties on sales to the other
Chiral intermediates Cambrex Corp. 11/97 1/98 $15 Cambrex acquired Celgene's chiral
business of (AMEX:CBM) intermediates business for $15M,
Celgene Corp. $7.5M paid on closing plus future
royalties of up to $7.5M, with cer-
tain minimum royalties in the 3rd
through 6th years; the acquired
business excludes rights to Cel-
gene's proprietary chiral pharma-
ceuticals as well as its Celgro
agrochemical business
Quality controls Bio-Rad 11/97 12/97 ND Bio-Rad bought Chiron Diagnos-
business of Chiron Laboratories Inc. tics' worldwide quality controls
Diagnostics Corp. (AMEX:BIO.A) business (exclusive of blood gas
(unit of Chiron Corp.) controls) for cash
Chiron Vision Corp. Bausch & Lomb 10/97 12/97 $300 Bausch & Lomb acquired Chiron
(unit of Chiron Corp.) Inc. (NYSE:BOL) Vision for $300M cash; in a relat-
ed move, and dependent on this
deal closing, Bausch & Lomb also
acquired Storz Instrument Co.
from American Home Products
Corp. for $380M in cash (also
completed 12/97)
Cohesion Corp.* Collagen Corp. — 12/97 $10 Collagen bought all outstanding
shares of Cohesion that it didn't
already own for $10M in cash;
Collagen and Rodney Perkins
founded Cohesion in 1993 and
Collagen increased its stake from
40% to 80% in 5/96; Cohesion
will be merged into Collagen
Technologies Group, which will
be spun off in 1998
CorBec Panax Pharma- 5/97 11/97 $2.6 This transaction was subject to
Pharmaceuticals ceutical Co. Ltd. several contingencies, including
Inc.* the completion of Panax's acquisi-
tion of Sangen Pharmaceutical and
new debt or equity financing; in
11/97, Panax raised $17M from a
private placement of 17M shares
of unregistered stock (at $1 each)
to institutional investors; simulta-
neously with the financing, Panax
completed its acquisitions of Cor-
Bec and Sangen; the newly merged
company adopted the name InKine
Pharmaceutical Co. Inc. and the
stock symbol INKP
Discovery Ansan Pharma- 7/97 11/97 ND Discovery was merged with and
Laboratories Inc.* ceuticals Inc. into Ansan; Discovery has bought
(majority-owned $1.3M in shares of Ansan prefer-
subsidiary of red convertible stock; Discovery
Titan Pharma- shareholders will own 92% of new
ceuticals Inc.) company; following closing of
merger, combined company effec-
ted a 1 for 3 reverse split of com-
mon stock and warrants and began
trading as Discovery Laboratories
under the symbol DCSO; Ansan
also entered into merger-contin-
gent sublicensing agreement on
certain butyrate compounds with
Titan; Titan gave up its 43% equity
stake in Ansan and will pay Ansan
a 2% royalty on the sublicense
Generic Distributors DynaGen Inc. 9/97 3/98 $2.4 DynaGen acquired all the assets
Limited Partnership* and liabilities of Generic Distribu-
tors for $2.35M ($1.2M in cash
and $1.15M in convertible pre-
ferred stock); DynaGen got a
$1.2M, 5-year loan from Fleet
Bank to finance the acquisition
Hayden Image Parexel Inter- — 11/97 ND Parexel bought Hayden for an
Processing Group national Corp. undisclosed number of shares of
(the operating division Parexel common stock
of Perceptive Systems Inc.)
IBRD-Rostrum Global Phoenix Inter- 12/97 2/98 $28.5 Phoenix acquired IBRD-Rostrum
(U.S. & U.K.) national Life from Kuraya Corp. (Japan) for
Sciences Inc. US$28.47M, which included an
(Canada) US$11.35M paydown of IBRD-
Rostrum's debt; the Royal Bank
of Canada and Banque Nationale
de Paris together loaned Phoenix
the cash (C$40M)
Innovative Medical Oxis International 7/97 1/98 $2-$4.3 Oxis acquired 100% of Innova-
Systems Corp.* Inc. tive's issued and outstanding
stock; Innovative shareholders will
get $2M-$4.25M in shares of Oxis
common stock over next 5 years,
based on performance
Kemper-Masterson Parexel Inter- 10/97 12/97 $21.9 Parexel issued $21.9M of its
Inc. national Corp. common stock (0.58M shares at
$37.50 each) in exchange for all
of Kemper-Masterson's outstand-
ing stock
Logos GmbH Parexel Inter- — 3/98 $29.7 Parexel issued 0.775M shares of
(Germany) and Mirai national Corp. common stock to acquire all out-
BV (the Netherlands) standing shares of both companies
Antisense drug Inex Pharma- 2/98 3/98 $7 Inex paid US$3M in cash and
portfolio of Lynx ceuticals Corp. 1.2M of its common shares to
Therapeutics Inc. (TSE:IEX; Canada) acquire Lynx's portfolio of anti-
sense therapeutics (including LR-
3280, in Phase II trials for cardio-
vascular restenosis), patents and
manufacturing facilities; Inex de-
livered 0.4M shares on closing
(US$1.33M), while the remaining
0.8M shares (US$2.66M) are sub-
ject to certain escrow conditions;
Lynx has right to collect next 2
milestones under big pharma part-
nerships on LR-3280, plus 50% of
future milestones and gross profits
(prices converted at a rate of
C$1.41/US$1)
Molecular The Perkin-Elmer — 11/97 ND Perkin-Elmer paid cash for all
Informatics Inc.* Corp. (NYSE:PKN) outstanding shares of Molecular
Informatics; other terms ND
More Biomedical Quintiles Trans- 2/98 3/98 ND Quintiles acquired More Biomed-
Contract Research national Corp. ical in exchange for an undisclosed
Organization Ltd.* number of shares of Quintiles
(Taiwan) common stock
OncoLogic Biophar- Procyon BioPharma — 10/97 ND ND
maceuticals Inc.* Inc.* (Canada)
PerSeptive The Perkin-Elmer 8/97 1/98 $360 Perkin-Elmer acquired PerSep-
Biosystems Inc. Corp. (NYSE:PKN) tive for $13/share paid in newly
issued Perkin-Elmer stock; Per-
Septive shares were converted
into Perkin-Elmer shares at a ratio
of 0.1926 for each PerSeptive
share (or 5M Perkin-Elmer shares
for all outstanding PerSeptive
shares and warrants); due to anti-
trust concerns, the Department of
Justice required that PerSeptive
Biosystems sell its DNA synthesis
patent rights (including the Koster
patent and certain rights under the
Caruthers patents) to NeXstar
Pharmaceuticals Inc., which for
an undisclosed amount took place
in 1/98
Pharma Networks Quintiles Trans- 1/98 2/98 ND Quintiles acquired Pharma Net-
NV* (Belgium) national Corp. works for an undisclosed number
of shares of Quintiles common stock
PPS Europe Ltd. (U.K.) Parexel Inter- — 3/98 $112 Parexel acquired both companies
and Genesis Pharma national Corp. for 2.9M shares of its common
Strategies Ltd. stock
Receptor Research Tripos Inc. — 11/97 ND ND
Ltd.* (U.K.)
Rockwood Biomune Systems 7/97 11/97 $6 Biomune bought Rockwood from
Investments Inc.* Inc. Ira Ritter (Biomune's president)
for $5.96M plus purchase warrants
for Biomune common stock
Sangen Panax Pharma- 1/97 11/97 $7.2 This acquisition is intended to
Pharmaceutical Co.* ceutical Co. Ltd. create a new company; the merger
is contingent upon completion of
new debt or equity financing for the
combined entity; at closing, San-
gen's principals will get 2.35M
shares of Panax stock as well as
stock purchase warrants (see entry
for CorBec Pharmaceutical Inc.
above, which Panax acquired
simultaneously)
Sano Corp. Elan Corp. plc 12/97 3/98 $392.8 Elan acquired Sano in a stock
(NASDAQ:SANO) (Ireland) transaction, 0.6 Elan American
Depositary Shares for each share
Sano (10.56M outstanding), or
$392.8M; Sano will operate as a
business unit of Elan Pharmaceuti-
cal Technologies
Sequana Arris Pharma- 11/97 1/98 $118.5 Arris issued 1.35 shares for each
Therapeutics Inc. ceutical Corp. share of Sequana outstanding, or
about 13.8M Arris shares for
10.25M Sequana shares (Arris
shares closed at $8.563 on 1/7/98,
the date shareholders of both com-
panies approved the merger, giving
it a value of $118.5M); the new
company is called AxyS Pharma-
ceuticals Inc. and trades under the
symbol AXPH
Synteni Inc.* Incyte Pharma- 12/97 1/98 $95.7 Incyte issued 2.2M shares of its
ceuticals Inc. common stock to acquire all of
Synteni's outstanding shares
T2A SA* Quintiles Trans- — 3/98 ND Quintiles acquired T2A for an un-
(France) national Corp. disclosed number of shares of
Quintiles common stock
Technology Quintiles Trans- — 2/98 ND Quintiles acquired Technology
Assessment Group* national Corp. Assessment Group for an undis-
closed number of shares of Quin-
tiles common stock
II. PENDING MERGERS AND ACQUISITIONS
Acute Therapeutics Discovery 2/98 — ND Letter of intent dated 2/98; defini-
Inc.* (majority-owned Laboratories Inc. tive agreement dated 3/98; Discov-
subsidiary of Discovery ery Labs will acquire all outstand-
Laboratories Inc.) ing shares of Acute Therapeutics
by issuing 3.91 shares for each
share Acute Therapeutics; the new
company will move to Acute Ther-
apeutics' headquarters and will be
run by Acute Therapeutics' manage-
ment; subject to approval by
shareholders of both companies
Biomira Diagnostics Intracel Corp.* 11/97 — ND Intracel intends to acquire a sub-
Inc. (wholly owned stantial portion of Biomira Diag-
subsidiary of Biomira nostics' assets
Inc.; Canada)
BioStar Inc.* Cortech Inc. 12/97 2Q:98E $18.7 Cortech will issue 28.5M new
shares in exchange for all equity
interests in BioStar; Cortech
shareholders will own 40% of new
company and BioStar will own
60% (this is a reverse merger);
Cortech filed a registration state-
ment for the shares 2/18/98; trans-
action subject to approval of
shareholders of both companies
Cascade Oncogenics MicroSure Inc. 12/97 — $6.8 MicroSure will issue 1.25 shares
Inc.* (OTC Bulletin of common stock for each share of
Board:MISU) Cascade's common and preferred
stock; at full dilution, transaction
valued at $6.8M; subject to approv-
al by Cascade shareholders
ImmunoTherapy AntiVirals Inc. 11/97 ND $13.9 According to the letter of intent
Corp.* (11/97), AntiVirals was to buy Immu-
noTherapy for $24M in stock and
warrants; however, the definitive
agreement (2/98) states that Anti-
Virals will acquire ImmunoTherapy
for 2.1M shares (at $6.625 each on
2/3/98, for total of $13.9M) and
2.1M warrants; shareholders from
both companies still need to approve
merger, but AntiVirals already has
changed its company name to AVI
Bio-Pharma to reflect the merger
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)
Intek Labs Inc.* Pharmaceutical 11/97 — $6.5 Pharmaceutical Product Develop-
Product Develop- ment will issue 0.4M shares of
ment Inc. stock to Intek shareholders
Molecular Pharmacopeia Inc. 2/98 2Q:98E $132.8 Pharmacopeia will acquire all out-
Simulations Inc.* standing stock of Molecular Simu-
lations for 7M newly issued shares
Pharmacopeia common stock; it
also will convert Molecular Simu-
lation's outstanding options into
Pharmacopeia options, which may
result in issuance of 1.5M more
new Pharmacopeia shares; trans-
action subject to approval by
shareholders of both companies
Northwest Neurocrine 3/98 — $4.2 Neurocrine will pay a total of $4.2M
Neurologic Inc.* Biosciences Inc. by issuing new shares of its common
stock to acquire Northwest Neuro-
logic; transaction subject to approval
of Northwest Neurologic 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)
Somatogen Inc. Baxter Inter- 2/98 2Q:98E $189 Baxter will pay Somatogen share-
national Inc. holders $9/share in Baxter stock
(NYSE:BAX) for all 21M shares outstanding;
Baxter also will 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; approval of
Somatogen shareholders required
Transcell Intercardia Inc. 11/97 1Q:98E $18-$19 The companies signed a letter of
Technologies Inc.* (subsidiary of intent in 11/97 and a definitive mer-
(majority-owned sub- Interneuron Phar- ger agreement in 3/98; according
sidiary of Interneuron maceuticals Inc.) to the terms of the definitive agree-
Pharmaceuticals Inc.) ment, Intercardia will exchange
$11-$12M of its stock for the cap-
ital stock of Transcell; Intercardia
also will pay Interneuron $3M in
stock for related technology rights
held by Interneuron; Intercardia
also will issue $3M-$4M in stock
options to Transcell employees
and consultants; subject to
approval by shareholders of both
Transcell and Intercardia
Vascular Genomics Corvas Inter- 7/97 7/00E $13-$20 Corvas has 3-year option to acquire
Inc.* national 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 automatically be
triggered if Corvas enters into a
partnering agreement having an equal
value; during option period, Corvas
has exclusive rights to patented
vascular targeting 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
III. TERMINATED MERGERS AND ACQUISITIONS
REAADS Medical NovaDx Inter- 9/97 Termi- ND NovaDx was to issue common
Products Inc.* national Inc. nated shares to REAADS shareholders
(VSE:NVN) 11/97 in exchange for all its outstanding
shares; however, NovaDx termi-
nated merger discussions in 11/97,
citing strategic considerations and
other opportunities that had been
presented to it
Scandipharm Inc. Dura Pharma- 10/97 Termi $93-$139 Dura was to issue $93M-$139M of
ceuticals Inc. nated its common stock in exchange for
12/97 all of Scandipharm's capital stock
and outstanding options; in 12/97,
Dura said it had terminated the
merger agreement, but did not state
a reason; in 1/98, Scandipharm
sued Dura for breach of contract;
the following day, Dura filed a
countersuit for fraud and other
charges; the suits are still pending
Scitech Genetics Receptagen Ltd. 9/97 Termi- $21.6 Receptagen was to acquire 100%
Ltd.* (Singapore) (TSE:RCG) nated of Scitech for $21.6M in Recepta-
3/98 gen stock; the new company was
to have kept the Scitech Genetics
name and Receptagen's TSE list-
ing (but with a new symbol); in
11/97, Receptagen said it had
made US$0.2M in goodwill pay-
ments to Scitech; in 12/97, the
companies signed a formal share
exchange agreement and then
simplified the terms in 2/98; by
3/98, however, the agreement was
terminated because Scitech tried to
amend further certain terms, which
was unacceptable to Receptagen
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. In 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 10/25/97 3/10/98. 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; 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.