Top M&A deals of 2012 valued at over US$500m.
| Aetna, Coventry Health Care||Aug 2012|| 7300||Acquisition agreement for Coventry Health Care|
Aetna and Coventry Health Care have entered into a definitive agreement pursuant to which Aetna will acquire Coventry in a transaction valued at $7.3 billion, including the assumption of Coventry debt.
Under the terms of the agreement, which has been approved by the board of directors of each company, Coventry stockholders will receive $27.30 in cash and 0.3885 Aetna common shares for each Coventry share, or $42.08 per share, based on the closing price of Aetna common shares
Aetna expects to finance the cash portion of the transaction with a combination of cash on hand and by issuing approximately $2.5 billion of new debt and commercial paper.
Excluding transaction and integration costs, the transaction is projected to be modestly accretive to Aetna’s operating earnings per share (2) in 2013, $0.45 accretive in 2014 and $0.90 accretive in 2015.
| Actavis (acquired by Watson), Watson Pharmaceuticals||Apr 2012|| 5933||Acquisition agreement for Actavis|
15 October 2012
Watson Pharmaceuticals agreed to sell rights to 18 drugs to win approval from the U.S. Federal Trade Commission for its purchase of Actavis Inc.
Watson and Actavis will sell the rights to Sandoz International GmbH and Par Pharmaceuticals Inc. and give up manufacturing and marketing rights to three other medicines to resolve competition concerns, the FTC said in a statement today.
Watson was buying closely held Actavis for 4.25 billion euros ($5.5 billion) to create the third-largest global generic-drug maker.
25 April 2012Watson Pharmaceuticals and Actavis Group jointly announced that Watson has entered into a definitive agreement to acquire privately held Actavis for an upfront payment of EUR4.25 billion.
As a result of this acquisition, Watson will become the third largest global generics company with 2012 anticipated pro forma revenue of approximately $8 billion.
Actavis, which as a stand-alone company was positioned for strong growth, has a commercial presence in more than 40 countries and markets more than 1,000 products globally.
Watson will acquire Actavis for an upfront payment of EUR4.25 billion.
Actavis stakeholders could also receive additional consideration, contingent upon Actavis achieving negotiated levels of certain 2012 performance targets.
The contingent payment, if fully earned, would result in the delivery of up to 5.5 million shares of Watson common stock in 2013.
This contingent payment was valued during the negotiations at EUR250 million, based on a per share price of $60, using a Euro to U.S. dollar exchange rate of 1.32.
Watson intends to fund the cash portion of the transaction through a combination of term loan borrowings and the issuance of senior unsecured notes.
Watson currently has bridge loan commitments from BofA Merrill Lynch and Wells Fargo Bank, N.A. pending execution of its final financing plans.
Watson anticipates that the combined company will generate substantial free cash flow, enabling Watson to pay down debt quickly to below 3.0x debt to adjusted EBITDA by 2013 and to achieve a level of approximately 2.0x debt to adjusted EBITDA in 2014.
| Illumina, Roche||Jan 2012|| 5700||Acquisition agreement for Illumina (terminated)|
3 April 2012
Roche released the following statement in response to the announcement by Illumina that its Board of Directors has recommended that shareholders not tender their shares to Roche’s increased offer.
About the Offer
On January 27, 2012, Roche commenced a tender offer to acquire all outstanding shares of Illumina for $44.50 per share in cash and increased its offer on March 29, 2012 to $51.00 per share in cash for an aggregate of approximately $6.7 billion on a fully diluted basis.
The increased offer represents a substantial premium to Illumina’s unaffected market prices: a premium of 88% over Illumina’s closing stock price on December 21, 2011 – the day before market rumors about a potential transaction between Roche and Illumina drove Illumina’s stock price significantly higher – and an 84% premium over the one-month historical average and a 64% premium over the three-month historical average of Illumina’s share price, both as of December 21, 2011.
In addition to its cash tender offer, Roche has nominated a slate of highly qualified, independent candidates for election to Illumina’s Board of Directors and proposed certain other matters for the consideration of Illumina’s shareholders at Illumina’s 2012 annual meeting, which if adopted, would result in Roche-nominated directors comprising a majority of the Illumina board.
29 March 2012
Roche increases offer price for Illumina shares to US$ 51.00 per shareRoche announced that it has increased its offer price for all outstanding publicly-held shares of Illumina to US$ 51.00 per share in cash.
All other terms and conditions of the tender offer remain unchanged.
26 March 2012
Roche announced that it has extended its cash tender offer to acquire all outstanding shares of Illumina, at a price of $44.50 per share, to 6:00 p.m., New York City time, on April 20, 2012.
The tender offer was previously scheduled to expire at 6:00 p.m., New York City time, on March 23, 2012.
27 February 2012
Illumina Comments on Roche’s Unsolicited Tender Offer Extension
Illumina issued the following statement regarding Roche’s decision to extend its unsolicited tender offer to acquire all outstanding shares of Illumina for $44.50 in cash per common share:
“The extension by Roche was expected. An extremely low number of shares have been tendered, consistent with our view – and that of our stockholders – that Roche’s offer does not reflect Illumina’s unique leadership position, business performance and future prospects.
“We remain focused on continuing to develop breakthrough products that expand existing markets and create new ones. The potential of our industry is enormous, with major new markets emerging in medical diagnostics, reproductive health and cancer management.
8 February 2012
Roche released the following statement in response to the announcement by Illumina that its Board of Directors has recommended that shareholders not tender their shares to Roche.
On January 27, 2012, Roche commenced a tender offer to purchase all outstanding shares of Illumina for $44.50 per share in cash, or an aggregate of approximately $5.7 billion on a fully diluted basis.
In addition to its cash tender offer, Roche will nominate a slate of highly qualified, independent candidates for election to Illumina’s Board of Directors and propose certain other matters for the consideration of Illumina’s shareholders at Illumina’s 2012 annual meeting, which if adopted, would result in Roche-nominated directors comprising a majority of the Illumina board.
7 February 2012
Illumina announced that its Board of Directors thoroughly reviewed Roche’s unsolicited tender offer with the assistance of its financial and legal advisors and unanimously determined that the $44.50 per share cash offer is grossly inadequate in multiple respects, dramatically undervalues Illumina and is contrary to the best interests of Illumina’s stockholders.
Accordingly, the Board recommends that stockholders not tender any of their shares to Roche.
The Company filed today a Schedule 14D-9 with the Securities and Exchange Commission (“SEC”) detailing the reasons for its rejection.
The letter sent today by Illumina to the Chairman of Roche also appears below.
The specific reasons Illumina’s Board recommends stockholders reject Roche’s offer, which are detailed in its 14D-9 filing, include:
1) The Offer is Grossly Inadequate and Dramatically Undervalues Illumina’s Industry-Leading Position and Growth Opportunities
The Board believes that the Offer is grossly inadequate and dramatically undervalues Illumina because it does not reflect the underlying value of Illumina’s assets, operations and prospects, including its industry-leading position and growth opportunities.
Illumina is the leader in developing and commercializing tools and services for genetic analysis with an unrivaled breadth and depth of technological platforms. The Board believes that Illumina has a robust and compelling product portfolio in the life sciences tools industry, with over 2,300 peer-reviewed sequencing-related publications and more than 8,000 peer-reviewed publications using Illumina technology. These publications underscore strong third-party validation of Illumina’s market-leading portfolio of nine platforms spanning next-generation sequencing, microarrays and related technologies, along with the associated consumables and informatics. This suite of powerful technologies has created one of the strongest brands in the life sciences tool sector. As evidence of this strength, today, Illumina enjoys a 60% share of the next-generation sequencing market, a rapidly growing segment in the life science tools industry. Globally, the Board believes that approximately 90% of the world’s sequencing output is produced on Illumina instruments. Illumina’s history and track record of commercially effective innovation – combining game-changing technology developments with rapid product introductions – is unparalleled.The industry as a whole and Illumina in particular have substantial growth opportunities. The Board believes that Illumina is singularly positioned in a nascent industry, which has the promise and potential to experience extraordinary growth in the years ahead as genetic information becomes broadly applied beyond molecular biology research and into medical diagnostics. The Board also believes that Illumina is positioned to continue to benefit significantly from positive trends in basic and translational research, as well as clinical and consumer demand for genomic information. Illumina is focused on capturing and realizing the significant, additional growth opportunities for sequencing in other markets, including molecular diagnostics, reproductive health, cancer management and industrial-end markets such as agricultural biotechnology, veterinary medicine and forensics. The Board believes that Illumina has developed a breadth and depth of platforms, capabilities and expertise that is poised to address the ever-expanding user base among these new markets. The Board is particularly optimistic about how platforms, such as HiSeq 2500 and MiSeq, and Illumina’s ongoing proprietary discovery and development efforts, will further diversify Illumina’s customer base and product applications and drive its entry into the clinical molecular diagnostics market.Illumina’s future prospects are underpinned by a robust pipeline of new products and services. The Board has a high degree of confidence in management’s ability to deliver significant growth in its business. This confidence is supported by Illumina routinely achieving or exceeding its goals over many years and through many business cycles. The future prospects are also underpinned by a robust line of new products and services, which the Board believes will create powerful new tools in the armaments of researchers and healthcare providers. Moreover, the Board believes that no other company in the sector has as compelling a track record as Illumina in consistently and continuously providing new breakthrough technologies to enable faster, more accurate, reliable and affordable genetic analysis instrumentation, consumables and services.Illumina has a long and proven track record of performance. The Board believes that the standalone value to stockholders reflected in Illumina’s current business plan is far superior to the value offered to Illumina’s stockholders in the Offer. In this regard, the Board considered Illumina’s long and proven track record of delivering and creating value for its stockholders. Illumina has routinely delivered compelling results, achieving annual increases in revenue and EPS at compounded growth rates of approximately 42% and 26%, respectively, since 2006. Illumina has created significant value for its stockholders over the last five years (prior to Roche’s announcement of its unsolicited offer), generating an 84% return compared to a 9% decline in the S&P 500. Thus, the Board believes that Illumina’s business plan as an independent entity will deliver substantially greater value to its stockholders than would the Offer.
2) The Timing of the Offer is Blatantly Opportunistic and Does Not Reflect Illumina’s Strong Platform of New Products and Pipeline
The Board believes that the timing of the Offer is opportunistic and disadvantageous to Illumina’s stockholders because, among other things:
Roche timed its Offer opportunistically to capitalize on recent Share price dislocation. Over the past two years, Illumina delivered seven successive quarters of revenue growth, with its Share price reaching an all-time high of $79.40 as recently as July 2011. Roche first approached Illumina in November 2011, just weeks after Illumina announced third quarter 2011 results reflecting a softness in research funding, which the Board believes to be temporary, and when its Shares were trading near a two-year low due to a short-term dislocation in the stock price. As research funding stabilizes through 2012 and the application of sequencing continues to broaden, the Board believes that Illumina is poised to continue to deliver strong growth rates in Illumina’s existing markets. In addition, the Board believes that Illumina’s ongoing technology development efforts will give Illumina significant potential to accelerate growth further in the years ahead.Roche timed its Offer opportunistically to capture for itself the substantial growth opportunities inherent in Illumina’s strong platform of new products and pipeline. As Illumina continues to develop what it believes to be a significant pipeline of platforms and solutions for genetic analysis, the Board believes that Illumina will maintain and build on its record of achieving strong and diverse customer adoption. For example, Illumina’s MiSeq platform has the potential to deliver the power of Illumina’s sequencing technology to new users in a user-friendly package, while the recently announced HiSeq 2500 continues to enhance performance for users demanding the capability to sequence a human genome in a day. Illumina’s BaseSpace informatics solution lowers the information technology hurdles, further enabling increased adoption of sequencing technologies. Illumina’s product portfolio also includes microarray, PCR and mid-level multiplex analysis platforms and innovative reagent and software solutions that can be used by customers across the entire genetic analysis workflow. Illumina’s FastTrack service offering also provides an expanding customer base across the pharmaceuticals, biotechnology, clinical and consumer markets with access to genetic analysis technology. In addition, Illumina is developing proprietary clinical content for the eventual development of diagnostics in the oncology field, including in ovarian, gastric and colorectal cancers, as well as autoimmune diseases, genetic diseases and maternal fetal medicine. Finally, the leadership of Illumina’s platforms and its growth potential is further demonstrated by numerous partnerships with leading companies in the molecular diagnostics space, such as Sequenom, Foundation Medicine and others. The Board believes these proprietary diagnostics represent a sizeable long-term growth opportunity for Illumina.The Board believes that Illumina is on the verge of benefitting from its continuous significant investment in novel platforms and has a promising pipeline that will drive sustainable future growth and value in the near, medium and long term. To date, the Board believes that Illumina has delivered significant innovation, growth and, consequently, stockholder value. However, the Board also believes that Illumina is well-positioned to further benefit substantially from compelling market opportunities in genetic analysis and diagnostics given Illumina’s technology platforms, product pipeline, management team and proven culture of innovation.
3) The Offer Fails to Capture Illumina’s Value as an Enabler of Personalized Healthcare
The Board believes that the Offer fails to recognize Illumina’s central role in enabling a forward-looking vision of personalized medicine and the value Illumina creates for various stakeholders involved in the delivery of healthcare globally. Genetic information and its clinical application are gaining increasing importance, proving central to the pharmaceutical discovery and development process. Likewise, genetic information is being employed in the discovery and development of novel biomarkers, companion diagnostics and clinical molecular diagnostics solutions. When coupled, these therapeutics and in-vitro diagnostics enable the delivery of personalized medicine, benefiting patients and healthcare providers, as well as the pharmaceutical, biotechnology and in-vitro diagnostics industries, among other stakeholders. The Board believes that Illumina’s technologies, products and services are catalysts and critical to driving the growing use of genetic information across healthcare.
4) Roche’s Tactics Seek to Disadvantage Illumina’s Stockholders
The Board believes that Roche’s urgency in launching the Offer reflects its tactic to act upon the short-term dislocation in Illumina’s stock price. Purchaser’s $44.50 per Share proposal is $34.90 below Illumina’s 52-week high of $79.40. Thus, when the closing stock price was $37.69 on January 24, 2012, the Board believes that Roche acted to take advantage of Illumina’s depressed stock price levels in its attempt to transfer the significant future value of Illumina from its stockholders to Roche and its stockholders.
5) The Offer Values Illumina at a Price Below Recent Trading Levels
The market price of Illumina’s stock has remained above the Offer price of $44.50 per Share since the public announcement of the Offer on January 25, 2012. The closing price per Share on the NASDAQ Global Select Market on February 6, 2012, the last trading day prior to the date of this Statement, was $51.97, which is 17% greater than the Offer price of $44.50 per Share.
6) The Offer’s Conditions Create Significant Uncertainty and Risk
The Board believes that the numerous conditions set forth in the Offer create significant uncertainty and risk as to whether the Offer can be completed and the timing for completion. As described in “Item 2. Identity and Background of Filing Person – Tender Offer” above and in Annex A attached hereto, the Offer is subject to a litany of conditions, including, among others, the following conditions: (1) the Minimum Tender Condition, (2) the Rights Condition, (3) the Section 203 Condition, (4) conditions relating to the absence of any agreement of, or transaction by, Illumina that impairs Purchaser’s or Roche’s ability to acquire Illumina or otherwise diminishes the expected value to Roche of the acquisition of Illumina, (5) conditions relating to antitrust considerations in the United States and foreign jurisdictions, (6) conditions relating to the absence of litigation or other adverse actions, (7) conditions related to Exon-Florio, (8) conditions relating to the absence of material adverse effects on Roche and its subsidiaries, taken as a whole, or Illumina and its subsidiaries, taken as a whole, (9) conditions relating to the performance of market indices, (10) conditions relating to the absence of changes to the constituent documents of Illumina or any of its subsidiaries, (11) conditions relating to the absence of adverse effects on Illumina’s contracts and (12) conditions relating to certain changes in ownership of Illumina’s securities. The Board believes that the effect of these, and other numerous conditions, is that Illumina’s stockholders cannot be assured that Purchaser will be required to consummate the Offer. In addition, the Schedule TO provides that the conditions to the Offer are for the sole benefit of Roche, Purchaser and their affiliates and may be asserted by Purchaser or Roche in Purchaser’s sole discretion regardless of the circumstances (including any action or omission by Roche or Purchaser) giving rise to such conditions.
7) Illumina Has Received Inadequacy Opinions from Its Financial Advisors
27 January 2012
Roche has commenced a cash tender offer to acquire all outstanding shares of Illumina.
The offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, at the end of the day on February 24, 2012, unless the offer is extended.
Under the terms of the offer, Roche is offering to acquire Illumina for $44.50 per share in cash, or an aggregate of approximately $5.7 billion on a fully diluted basis.
This offer represents a premium of 64% over Illumina’s closing stock price on December 21, 2011 – the day before market rumors about a potential transaction between Roche and Illumina drove Illumina’s stock price significantly higher – a 61% premium over the one-month historical average and a 43% premium over the three-month historical average of Illumina’s share price, both as of December 21.
Roche’s offer is conditional upon, among other things, (i) the tender by Illumina’s stockholders prior to the expiration of the tender offer of a number of shares, which, together with the shares owned by Roche, represents at least a majority of the total number of shares outstanding on a fully diluted basis, (ii) the redemption of the preferred stock purchase rights associated with the shares or Roche’s satisfaction in its reasonable discretion that such rights have been invalidated or are otherwise inapplicable to the tender offer and the proposed merger, (iii) Roche’s satisfaction that the anti-takeover provisions of the Delaware General Corporation Law are inapplicable to the proposed merger and (iv) Illumina must not have entered into or effectuated any agreement or transaction with any person or entity having the effect of impairing Roche’s ability to acquire Illumina or otherwise diminishing the expected value to Roche of the acquisition of Illumina.
If following the consummation of the offer Roche owns at least a majority of the outstanding shares of Illumina on a fully diluted basis, Roche intends to consummate a merger with Illumina.
26 January 2012
Roche responded to an announcement from Illumina that its Board of Directors has adopted a shareholder rights plan.
Although not unexpected, Roche is disappointed that the Illumina Board of Directors has been unwilling to participate in substantive discussions with Roche regarding a negotiated transaction and has instead adopted this shareholder rights plan in response to the offer to acquire Illumina.
Roche’s all-cash offer represents a substantial premium and Roche is confident that Illumina shareholders will see the value of the offer.
About the Offer
Roche firmly believes that its offer delivers full and fair value to Illumina shareholders, based on the current market outlook.
On January 25, 2012, Roche announced an offer to acquire all outstanding shares of Illumina for $44.50 per share in cash or an aggregate of approximately $5.7 billion on a fully diluted basis.
This offer represents a substantial premium to Illumina’s unaffected market prices: a premium of 64% over Illumina’s closing stock price on December 21, 2011 – the day before market rumors about a potential transaction between Roche and Illumina drove Illumina’s stock price significantly higher – a 61% premium over the one-month historical average and a 43% premium over the three-month historical average of Illumina’s share price, both as of December 21.
26 January 2012
Illumina, adopted a Rights Agreement, pursuant to which one preferred stock purchase right will be distributed as a dividend on each share of the Company’s common stock held of record as of the close of business on February 6, 2012.
Initially, the Rights will be represented by the Company’s common stock certificates, or by the registration of uncertificated shares of common stock in the Company’s share register, and will not be exercisable.
The Rights Agreement, which is designed to deter coercive or otherwise unfair takeover tactics, was adopted in response to the announcement by Roche (RHHBY.PK) of its unsolicited acquisition proposal to acquire all of the outstanding shares of Illumina’s common stock for $44.50 per share in cash.
Under the Rights Agreement, with certain exceptions, if any person or group becomes the beneficial owner of 15% or more of the Company’s common stock (which, as provided in the Rights Agreement, includes stock referenced in derivative transactions and securities), then each Right not beneficially owned by such beneficial owner will entitle its holder to purchase, at the Rights’ then-current exercise price, shares of the Company’s common stock having a market value of twice the Rights’ then-current exercise price.
In addition, with certain exceptions, if, after any person or group has become a beneficial owner of 15% or more of the Company’s common stock, the Company becomes involved in a merger or other business combination, each Right will entitle its holder (other than such 15% or more beneficial owner) to purchase, at the Right’s then-current exercise price, common shares of the acquiring company having a value of twice the Rights’ then-current exercise price.
Further details about the Rights Agreement will be contained in a Form 8-K to be filed with the Securities and Exchange Commission (the “SEC”) by the Company.
Goldman, Sachs & Co. and Bank of America Merrill Lynch are acting as financial advisors and Dewey & LeBoeuf LLP is acting as legal counsel to Illumina.
25 January 2012
Illumina acknowledged the announcement by Roche, that Roche has made an unsolicited acquisition proposal and intends to commence a tender offer to acquire all of the outstanding shares of Illumina’s common stock for $44.50 per share in cash.
Consistent with its fiduciary duties and responsibilities, and in consultation with its financial and legal advisors, Illumina’s Board of Directors will thoroughly review Roche’s proposal and make a recommendation to stockholders in due course that the Board believes is in the best interests of Illumina stockholders.
Illumina stockholders are advised to take no action at this time pending the Board’s recommendation.
Goldman, Sachs & Co. and Bank of America Merrill Lynch are acting as financial advisors and Dewey & LeBoeuf LLP is acting as legal counsel to Illumina.
24 January 2012
Roche is proposing to acquire all outstanding shares of Illumina for $44.50 per share in cash, or an aggregate of approximately $5.7 billion on a fully diluted basis.
This offer represents a 64% premium over Illumina’s stock price on December 21, 2011 – the day before market rumors about a potential transaction between Roche and Illumina drove Illumina’s stock price significantly higher – a 61% premium over the one-month historical average and a 43% premium over the three-month historical average of Illumina’s share price, both as of December 21.
It also represents a 30.1x multiple of Illumina’s projected forward earnings based upon analysts’ current consensus estimates for 2012.
| Amylin Pharmaceuticals, Bristol-Myers Squibb||Jun 2012|| 5300||Acquisition agreement for Amylin|
Bristol-Myers Squibb will acquire Amylin for $31.00 per share in cash, pursuant to a cash tender offer and second step merger, or an aggregate purchase price of approximately $5.3 billion.
The total value of the transaction, including Amylin’s net debt and a contractual payment obligation to Eli Lilly & Company, together totaling about $1.7 billion, is approximately $7 billion.
The acquisition has been unanimously approved by the boards of directors of Bristol-Myers Squibb and Amylin.
| DaVita, DaVita HealthCare Partners, Healthcare Partners||May 2012|| 4420||Merger agreement for DaVita and Healthcare Partners|
DaVita and HealthCare Partners announced that they have entered into a definitive merger agreement.
The two companies expect to close the transaction early in the fourth quarter of this year.
Upon closing, the combined company will be named DaVita HealthCare Partners Inc.
The purchase price to be paid by DaVita is approximately $4.42 billion, subject to post-close adjustments and contingent consideration.
The purchase price consists of $3.66 billion in cash and approximately 9.38 million shares of DaVita common stock (which had a value of $758 million based on the closing price of DaVita’s common stock on May 18, 2012).
DaVita expects to fund the cash portion of the purchase price through a combination of available cash, additional borrowings under DaVita’s existing senior secured credit facilities (which are expected to be amended to permit these borrowings), and additional debt financing.
HealthCare Partners has leading operations in the Southern California, Central Florida, and Southern Nevada areas.
It takes clinical and economic accountability and management responsibility for nearly all of the healthcare needs of a patient population.
| Amil Participacoes, UnitedHealth||Oct 2012|| 4000.9||Merger agreement for UnitedHealth and Amil|
UnitedHealth Group and Amil Participações announced that the companies have agreed to merge, bringing together two leading organizations with the broad scale, distinctive resources and advanced technology to help modernize the performance of the health systems and serve the health care needs of consumers in their markets in the Americas.
UnitedHealth Group intends to acquire 90 percent of the 359 million outstanding common shares of Amil for approximately $4.9 billion in cash.
This includes realizable Brazilian tax benefits worth an estimated present value of $600 million, bringing the effective equity purchase price to approximately $4.3 billion.
| Amil Participacoes, UnitedHealth||Oct 2012|| 4000.9||Merger agreement for UnitedHealth and Amil|
UnitedHealth Group and Amil Participações announced that the companies have agreed to merge, bringing together two leading organizations with the broad scale, distinctive resources and advanced technology to help modernize the performance of the health systems and serve the health care needs of consumers in their markets in the Americas.
UnitedHealth Group intends to acquire 90 percent of the 359 million outstanding common shares of Amil for approximately $4.9 billion in cash.
This includes realizable Brazilian tax benefits worth an estimated present value of $600 million, bringing the effective equity purchase price to approximately $4.3 billion.
| Baxter International, Gambro||Dec 2012|| 4000||Acquisition agreement for Gambro|
6 September 2013
Baxter International announced that the company has successfully completed the acquisition of Gambro AB, a privately held global medical technology company and leader in dialysis products based in Lund, Sweden.
The transaction further enhances Baxter’s global renal leadership and provides the company with a comprehensive product and therapies portfolio to meet the needs of patients in the large and growing dialysis market.
4 December 2012
Baxter International agreed to buy Swedish Gambro AB for about $4 billion.
Baxter will fund the deal with $1 billion in cash generated by the company's overseas operations and roughly $3 billion in new debt.
| Gen-Probe, Hologic||Apr 2012|| 3700||Acquisition agreement for Gen-probe|
12 July 2012
Hologic provided an update regarding Hologic's previously announced acquisition of Gen-Probe.
Gen-Probe has scheduled a Special Meeting of Stockholders for July 31, 2012 to vote on the pending transaction with Hologic.
Gen-Probe stockholders of record as of June 29, 2012 are entitled to vote at the Special Meeting.
The transaction is expected to close on or about August 1, 2012.
Hologic and Gen-Probe announced that Carl Hull, Chairman and Chief Executive Officer of Gen-Probe, has entered into an agreement to continue his employment with the combined company for a minimum period of 15 months.
Mr. Hull will serve as senior vice president and general manager of the combined company's Diagnostics business, which will include Gen-Probe's current operations, as well as Hologic's Diagnostics segment.
These credit facilities are expected to be in an aggregate principal amount of $3.05 billion comprised of the following sources: a $1.0 billion tranche A term loan facility; a $1.75 billion tranche B term loan facility; and a $300 million revolving credit facility.
30 April 2012
Hologic and Gen-Probe announced that their Boards of Directors have unanimously approved a definitive agreement under which Hologic will acquire all of the outstanding shares of Gen-Probe for $82.75 per share in cash, or a total enterprise value of approximately $3.7 billion.
The all-cash transaction is expected to be funded through available cash and additional financing of term loans and high yield securities.
The transaction is expected to be completed in the second half of calendar 2012.
The transaction delivers a strong growth profile with attractive economics and is expected to be $0.20 accretive to Hologic's adjusted earnings per share in the first fiscal year after close and significantly more accretive thereafter.
Hologic also expects the transaction to accelerate top and bottom line growth rates.
The combined company expects to realize approximately $75 million in cost synergies within three years following the close of the transaction.
In addition, the combined company expects to have strong free cash flows, which will be used primarily to reduce debt with the expectation to return to pre-transaction leverage levels within three years.
Gen-Probe is a leader in molecular diagnostics products and services, making it a highly complementary addition to Hologic's growing diagnostics portfolio.
The combined company will have pro forma LTM revenues of approximately $2.4 billion, adjusted EBITDA of $822 million (excluding synergies) and offer a wide spectrum of health products globally.
The transaction allows Hologic to combine Gen-Probe's superior automation platforms of TIGRIS and PANTHER and extensive menu of sexually transmitted disease (STD) tests, including the APTIMA line of Chlamydia/Gonorrhea (CT/NG), human papillomavirus (HPV) and Trichomonas products, with its strong global market presence and distribution – all targeting women's health.
In addition, Gen-Probe's PROCLEIX line of HIV, HCV, HBV, and West Nile Virus (WNV) blood screening products and strong partnership with Novartis provide an attractive market, with a global reach and significant growth opportunities for the combined company.
The combined company expects to create additional value through significant cross-selling opportunities, utilizing the combined global sales force and complementary research and development (R&D) and operational capabilities.
FinancingThe all-cash transaction is expected to be funded through available cash and additional financing of term loans and high yield securities.
Hologic has secured fully committed financing from Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC.
| GlaxoSmithKline, Human Genome Sciences||Jul 2012|| 3000||Acquisition agreement for Human Genome Sciences|
GlaxoSmithKline and Human Genome Sciences have entered into a definitive agreement under which GSK will acquire HGS for US$14.25 per share in cash.
The transaction values HGS at approximately US$3.6 billion on an equity basis, or approximately US$3 billion net of cash and debt, and represents a premium of 99% to the HGS closing price of US$7.17 per share on 18 April 2012, the last day of trading before HGS publicly disclosed GSK's initial private offer.
Through complete ownership of BENLYSTA, albiglutide and darapladib, GSK can simplify and optimize R&D, commercial and manufacturing operations to advance these products most effectively and efficiently while securing the full potential long-term value of the assets.
As part of this ongoing program, GSK continues to expect to repurchase £2-2.5 billion in shares in 2012.
As of the close of business on 13 July, approximately 427,042 shares had been tendered and not withdrawn, pursuant to the offer.
| Boston Biomedical, Dainippon Sumitomo Pharma||Feb 2012|| 2630||Acquisition agreement for Boston Biomedical|
Dainippon Sumitomo Pharma has reached an agreement to acquire Boston Biomedical.
DSP will make an upfront payment of US$200 million to the shareholders of BBI and BBI on closing of the acquisition of its shares, and thereafter it will make development milestone payments up to US$540 million related to the compounds (BBI608 and BBI503) currently being developed by BBI.
Furthermore, after the launch, DSP will also make milestone payments up to US$1,890 million, based on the achievement of various net sales targets with the last milestone being paid upon net sales of greater than US$4 billion in any fiscal year.
DSP currently aims to commercialize BBI608 and BBI503 in 2015 or later.
Purpose of the Acquisition of BBI
BBI is a biotechnology company focusing on the oncology area and possesses two highly promising products in their pipeline called BBI608 and BBI503, which are small molecular oral drugs created by BBI with the aim to cause an antitumor effect in cancer stem cells.
Anticancer drugs targeting cancer stem cells are attracting worldwide attention currently as a potent cancer therapy because they are considered to be effective against refractory, recurrent and metastatic cases, which are the main challenges in current cancer treatment.
Due to the complexity of identifying a target molecule specific to cancer stem cells, so far, there have been no successful cases of such anticancer drugs.
However, BBI608 and BBI503 are likely to become the first anticancer drugs in the world targeting cancer stem cells.
BBI608 is currently in the preparatory stage for Phase III clinical trial for colorectal cancer in North America and in Phase Ib and II clinical trials for various solid tumors.
BBI503 is in Phase I clinical trial for patients with various advanced solid tumors in North America.
DSP already signed an exclusive Product Option License agreement with BBI in March, 2011 on the rights of development and commercialization of BBI608 in Japan for all indications of cancer.
After execution of the option agreement with BBI, DSP recognized BBI's innovative development pipeline and its excellent ability of drug discovery/development, which led to DSP's decision to acquire BBI.
In its second Mid-term Business Plan, DSP is determined to expand the pipeline for continuous new drug creation, aiming at providing innovative and first-in-class drugs for specialty areas, such as cancer and immune-related diseases, which DSP has chosen as one of its challenge therapeutic areas.
In the oncology area, there are tremendous unmet medical needs and DSP considers it an extremely important mission as a R&D-oriented pharmaceutical company to work on drugs for cancer.
On the other hand, within the market of cancer drugs, there are fast-growing sub-markets of novel drugs such as antibody drugs, molecular-targeted drugs, nucleic acid drugs.
DSP considers these to provide significant business opportunities in the future with the advancement of science.
| GlaxoSmithKline, Human Genome Sciences||Apr 2012|| 2600.0||Acquisition agreement for Human Genome Sciences (rejected)|
Human Genome Sciences has received an unsolicited proposal from GlaxoSmithKline to acquire HGS for $13.00 per share in cash.
The HGS Board of Directors, in consultation with independent financial and legal advisors, has carefully reviewed and considered the GSK offer and has determined that the offer does not reflect the value inherent in HGS.
HGS also announced that its Board of Directors has authorized the exploration of strategic alternatives in the best interests of shareholders, including, but not limited to, a potential sale of the Company.
HGS has retained Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC to assist in this process, with Skadden, Arps, Slate, Meagher & Flom LLP and DLA Piper LLP (US) serving as legal counsel.
GSK has been invited to participate in this process and HGS has requested additional information regarding investigational products in GSK’s clinical pipeline to which HGS has substantial financial rights, including darapladib, currently in Phase 3 development for the treatment of cardiovascular disease, and albiglutide, currently in Phase 3 development for the treatment of type 2 diabetes.
| Medicis Pharma, Valeant Pharmaceuticals||Sep 2012|| 2600||Acquisition agreement for Medicis|
Valeant Pharmaceuticals International and Medicis Pharmaceutical Corporation have entered into a definitive agreement under which Valeant will acquire all of the outstanding common stock of Medicis for $44.00 per share in cash.
The transaction, which values Medicis' common stock at approximately $2.6 billion, was unanimously approved by the Boards of Directors of both companies.
The pro forma net revenue for the combined company's dermatology and aesthetics businesses for 2012 is expected to exceed $1.7 billion within the United States.
| GlaxoSmithKline, Human Genome Sciences||May 2012|| 2600||Acquisition agreement for Human Genome Sciences for $13 per share (proposed)|
29 June 2012
GlaxoSmithKline has extended its tender offer to acquire all of the outstanding shares of Human Genome Sciences for US$13.00 per share in cash.
GSK's tender offer will expire after 16 July, the deadline set by HGS for submission of definitive acquisition proposals in its strategic alternatives review process which began on 19 April after GSK made a private proposal on 11 April.
GSK's offer, which is not conditioned on due diligence or financing, represents a premium of 81 percent to HGS's closing share price of US$7.17 on 18 April, the last trading day before HGS publicly disclosed GSK's private offer.
GSK's offer reflects the value of Benlysta, darapladib, albiglutide, HGS's operating and financial assets, and expected cost synergies of at least US$200 million.
For HGS shareholders, it provides immediate liquidity at a substantial premium while eliminating further exposure to the significant execution risk inherent in HGS achieving its future growth objectives.
The closing of the tender offer is subject to the terms and conditions detailed in the amended tender offer documents as filed on Schedule TO with the SEC on 10 May and 23 May.
As of the close of business on 28 June, approximately 375,526 had been tendered and not withdrawn, pursuant to the offer.
8 June 2012
GlaxoSmithKline announced it has extended its tender offer to acquire all of the outstanding shares of Human Genome Sciences for US$13.00 per share in cash to 5:00 pm New York City time on Friday 29 June 2012.
9 May 2012
GlaxoSmithKline announced that it will not participate in Human Genome Sciences strategic alternatives review process and will instead commence a tender offer this week to acquire all of the outstanding shares of HGS for US$13.00 per share in cash.
GSK's offer represents a premium of 81 percent to HGS's closing share price of US$7.17 on 18th April, the last trading day before HGS publicly disclosed GSK's private offer.
GSK continues to believe that now is the appropriate time in the evolution of the GSK/HGS relationship for the companies to combine and that GSK is uniquely positioned to deliver on the promises of Benlysta, albiglutide and darapladib.
GSK values the long relationship it has with HGS and has clearly stated its preference to complete a transaction on a friendly basis in a timely fashion.
GSK remains willing to meet and review its offer with HGS at any time.
GSK's decision not to participate in HGS's strategic alternatives review process and to take its offer directly to HGS shareholders reflects a number of factors, including:
GSK's participation in the process is unnecessary as its offer is not conditioned on due diligence or financing and can be completed expeditiously.
It is important for HGS shareholders to understand that GSK is committed to proceeding with its offer.
There is clear strategic and financial logic to this combination and HGS shareholders should have the opportunity to decide for themselves on the merits of the offer.
GSK's offer takes into account the value of Benlysta, albiglutide, darapladib and other assets, as well as the synergies in a business combination.
| Bristol-Myers Squibb, Inhibitex||Jan 2012|| 2500.0||Acquisition agreement for Inhibitex|
13 February 2012
Bristol-Myers Squibb Company announced the successful completion of the tender offer by Bristol-Myers Squibb Company for all of the outstanding shares of common stock of Inhibitex at a purchase price of $26.00 per share.
The tender offer expired at midnight, New York City time, on February 10, 2012.
As of the expiration of the offer, 77,532,611 shares of common stock of Inhibitex were validly tendered and not withdrawn in the tender offer.
All of such shares have been accepted for payment in accordance with the terms of the tender offer.
As a result of the tender offer, Bristol-Myers now owns, together with its affiliates, approximately 91% of the outstanding shares of Inhibitex, which will allow Bristol-Myers to complete and close the merger and acquisition of Inhibitex today without stockholder approval.
Upon completion of the merger, Inhibitex will become a wholly-owned subsidiary of Bristol-Myers.
All outstanding shares of common stock of Inhibitex, other than shares held by Bristol-Myers or Inhibitex in treasury or shares held by Inhibitex’s stockholders who are entitled to and properly exercise appraisal rights under Delaware law, will be canceled and converted into the right to receive cash equal to the $26.00 offer price per share without interest thereon and less any applicable withholding taxes.
In addition, upon completion of the merger, the common stock of Inhibitex will cease to be traded on the NASDAQ Stock Market.
3 February 2012
Bristol-Myers Squibb Company announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended for its tender offer for Inhibitex has expired.
Bristol-Myers Squibb initiated on January 13, 2012, through its wholly-owned subsidiary Inta Acquisition Corporation, a cash tender offer to purchase all outstanding shares of common stock of Inhibitex for $26.00 per share.
The expiration of the HSR waiting period satisfies one of the conditions to the tender offer, which will expire at 12:00 midnight (New York City time) on Friday, February 10, 2012, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC.
The tender offer is conditioned upon, among other things, there being validly tendered in accordance with the terms of the tender offer and not validly withdrawn prior to the expiration of the tender offer, a number of shares which, together with any shares then owned by Bristol-Myers Squibb and Inta Acquisition Corporation, represent a majority of the issued and outstanding shares plus all shares which Inhibitex may be required to issue as of such date to holders of stock options or warrants.
7 Janaury 2012
Definitive agreement under which Bristol-Myers Squibb will acquire Inhibitex for $26.00 per share in cash pursuant to a cash tender offer and second step merger.
The transaction, with an aggregate purchase price of approximately $2.5 billion, has been approved by the boards of directors of both companies.
The board of directors of Inhibitex has agreed to recommend that Inhibitex’s shareholders tender their shares in the tender offer.
In addition, shareholders with beneficial ownership of approximately 17% of Inhibitex’s common stock have entered into agreements with Bristol-Myers Squibb to support the transaction and to tender their shares in the tender offer.
Bristol-Myers Squibb will commence a cash tender offer to purchase all of the outstanding shares of Inhibitex’s common stock for $26.00 per share.
The closing of the tender offer is subject to customary terms and conditions, including the tender of a number of shares that constitutes at least a majority of Inhibitex’s outstanding shares of common stock (on a fully diluted basis) and expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
The agreement also provides for the parties to effect, subject to customary conditions, a merger to be completed following the completion of the tender offer which would result in all shares not tendered in the tender offer being converted into the right to receive $26.00 per share in cash.
The merger agreement contains a provision under which Inhibitex has agreed not to solicit any competing offers for the company.
Bristol-Myers Squibb will finance the acquisition from its existing cash resources.
The companies expect the tender offer to close approximately thirty days after commencement of the tender offer.
| BSN Medical, EQT, Montagu Private Equity||Jun 2012|| 2252.1||Acquisition agreement for BSN Medical|
EQT VI has agreed to buy medical device manufacturer BSN Medical from Montagu Private Equity for €1.8 billion (£1.4 billion).
BSN has annual sales of €700 million and around 4,000 employees.
It is a major supplier of wound care, compression therapy and orthopaedic products to hospitals and pharmacies around the world.
| Asahi Kasei, Zoll Medical||Mar 2012|| 2210||Acquisition agreement for Zoll Medical|
22 April 2012
Asahi Kasei announced the completion of a tender offer through its indirect wholly owned U.S. subsidiary Asclepius Subsidiary Corporation (hereinafter: Purchaser) for all outstanding shares of common stock of ZOLL Medical Corporation for $93 per share, net to the seller in cash, without interest and less any required withholding taxes.
The tender offer and withdrawal rights expired at the end of Friday, April 20, 2012, at 12:00 Midnight, New York City time.
Computershare Trust Company, N.A., the Depositary and Paying Agent for the tender offer, has advised that, as of the expiration time, approximately 20,916,921 shares (including 3,088,887 shares tendered by notice of guaranteed delivery) were tendered and not withdrawn, representing approximately 93.82% of all outstanding shares of common stock of ZOLL, and 86.08% of common stock of ZOLL calculated on a fully diluted basis.
Excluding shares tendered by notices of guaranteed delivery, the validly tendered shares represent approximately 79.97% of the outstanding shares of common stock of ZOLL and approximately 73.37% of the common stock of ZOLL calculated on a fully diluted basis.
All shares that were validly tendered and not properly withdrawn have been accepted for purchase.
Purchaser will promptly pay for such shares, at the offer price of $93 per share, net to the seller in cash, without interest and less any required withholding taxes.
Asahi Kasei also announced that Purchaser will provide a subsequent offering period for three (3) business days commencing immediately for all remaining shares of ZOLL common stock to permit shareholders who have not yet tendered their shares the opportunity to do so. This subsequent offering period will expire at 12:00 Midnight, New York City time, at the end of Wednesday, April 25, 2012. The same $93 per share cash consideration offered during the initial offering period will be paid to holders of ZOLL common stock who tender their shares during the subsequent offering period. During the subsequent offering period, tendering shareholders will not have withdrawal rights.
ZOLL has granted Purchaser an irrevocable option, exercisable within one (1) business day following the expiration of a subsequent offering period to purchase from ZOLL, the number of Shares necessary for Purchaser to own at least 90% of the outstanding shares.
Purchaser plans to exercise the top-up option in accordance with the Merger Agreement if, following expiration of the subsequent offering period, Purchaser owns more than approximately 82.9% but less than 90%, of the issued and outstanding Shares.
Upon completion of the merger, ZOLL will become a wholly owned subsidiary within the Asahi Kasei Group, managed by the current ZOLL management team and with all current business units and operations remaining intact.
ZOLL will also be delisted from the NASDAQ stock exchange at that time, if not sooner.
Asahi Kasei and ZOLL Medical jointly announced that Asahi Kasei, Japan’s leading diversified chemical manufacturer with businesses in the health care, chemicals & fibers, homes & construction materials, and electronics sectors, has entered into a definitive merger agreement with ZOLL, a manufacturer of resuscitation and critical care devices and related software solutions, pursuant to which Asahi Kasei will acquire ZOLL for approximately $2.21 billion.
The transaction has been approved by the Boards of Directors of both companies.
| Agilent Technologies, Dako, EQT||May 2012|| 2200||Acquisition agreement for Dako|
21 June 2012
Agilent Technologies announced that its acquisition of cancer diagnostics company Dako has been completed.
Agilent, which paid $2.2 billion in cash for Dako (on a debt-free basis), expects the acquisition to help strengthen Agilent’s position in life sciences, with a focus on product development to help in the fight against cancer.
17 May 2012
Agilent Technologies and EQT, the Sweden-based private equity group, announced the execution of a definitive agreement for Agilent to acquire Dako.
The $2.2 billion acquisition (on a debt-free basis) is the largest in Agilent’s history.
In the rapidly growing diagnostics market, Dako’s products and capabilities are a strategic complement to Agilent’s existing offerings,” said Bill Sullivan, Agilent president and chief executive officer.
Dako provides antibodies, reagents, scientific instruments and software primarily to customers in pathology laboratories to raise the standards for fast and accurate diagnostic answers for cancer patients.
Dako also collaborates with a number of major pharmaceutical companies to develop new potential pharmacodiagnostics, also called companion diagnostics, which may be used to identify patients most likely to benefit from a specific targeted therapy.
Dako’s products are sold in more than 100 countries, and in 2010 its annual revenue was approximately $340 million (USD).
The company employs more than 1,000 people, primarily in Denmark, in Carpinteria, Calif., and other parts of the world.
The acquisition is expected to close within the next 60 days, subject to the satisfaction of customary closing conditions.
| McKesson, PSS World Medical||Oct 2012|| 2100||Acquisition agreement for PSS World Medical|
McKesson agreed to acquire PSS World Medical for about $1.62 billion to expand in medical supplies and services.
The deal includes the assumption of about $480 million of debt, bringing its total value to $2.1 billion.
| Par Pharmaceutical Companies, TPG Capital||Jul 2012|| 1900||Merger agreement for Par Pharmaceutical Companies|
Par Pharmaceutical Companies has entered into a definitive merger agreement to be acquired by an affiliate of TPG in a transaction with an equity value of $1.9 billion.
Under the terms of the agreement, Par shareholders will receive $50.00 in cash for each share of Par common stock, representing a premium of approximately 37% over the closing share price on July 13, 2012, the last full trading day before today's announcement.
Under the terms of the merger agreement, Par may solicit superior proposals from third parties through August 24, 2012.
| Fougera Pharmaceuticals, Novartis||May 2012|| 1525||Acquisition agreement for Fougera|
Novartis is buying specialty dermatology generics firm Fougera Pharmaceuticals for $1.525 billion in cash.
The Swiss drug giant says adding Fougera to its Sandoz generics business will transform the latter into the world’s biggest generic dermatology medicines operation, with estimated annual global sales approaching $620 million.
Fougera was previously part of Nycomed but has operated on a standalone basis since the sale of Nycomed to Takeda Pharmaceuticals in 2011.
The firm made net sales of $429 million in 2011 and employs about 700 people across its two primary sites in New York.
In addition to its U.S. dermatology generics business, the firm operates a branded specialty dermatology pharma business, PharmaDerm, with in-house expertise and facilities for formulation development, clinical development, manufacturing, distribution, and sales and marketing.
| Roper, Sunquest Information Systems||Jul 2012|| 1415||Acquisition agreement for Sunquest Information Systems|
Roper Industries has entered into a definitive agreement to acquire Sunquest Information Systems the leading provider of diagnostic and laboratory software solutions to healthcare providers, in an all cash transaction valued at $1.415 billion, including $25 million in cash tax benefits.
| Reckitt Benckiser, Schiff Nutrition International||Nov 2012|| 1400||Merger agreement for Schiff Nutrition International|
Reckitt Benckiser Group has signed a definitive merger agreement with Schiff Nutrition International.
The Board of Directors of Schiff has approved the transaction and will recommend that its stockholders tender their shares into Reckitt Benckiser's previously announced cash tender offer of $42.00 per share, valuing Schiff at $1.4 billion.
| Boston Scientific, Cameron Health||Mar 2012|| 1350||Acquisition agreement for Cameron Health|
11 June 2011
Boston Scientific Corporation has closed its acquisition of Cameron Health, Inc. of San Clemente, California, and, as a result, added to its product portfolio the world's first and only commercially available subcutaneous implantable cardioverter defibrillator, called the S-ICD System.
The acquisition is the capstone of a nearly 10-year relationship between the two companies during which Boston Scientific invested in Cameron Health during its ground-breaking research and product commercialization efforts.
Developed by Cameron Health, the entire S-ICD System sits just below the skin.
This leaves the heart and blood vessels untouched, offering patients an alternative to conventional transvenous ICDs, which require thin, insulated wires – known as 'leads' – to be placed into the heart itself.
The transaction follows Boston Scientific's exercise of its option to acquire Cameron Health announced on March 8, 2012.
Under the terms of the agreement, Boston Scientific paid $150 million at closing.
The agreement calls for an additional potential payment of $150 million to be made upon FDA approval of the S-ICD System and up to an additional $1.050 billion of potential payments to be made upon the achievement of specified revenue-based criteria over a six-year period following FDA approval.
The company currently expects the transaction to be approximately $0.01 dilutive in 2012 and approximately break-even in 2013 to earnings per share on an adjusted basis and more dilutive in both years on a GAAP basis as a result of acquisition-related net charges and amortization, which will be determined following the closing.
The S-ICD System is an investigational device and limited under U.S. law to investigational use only, and is not available for sale in the U.S.
8 March 2012
Boston Scientific Corporation announces the exercise of its option to acquire Cameron Health.
Cameron Health has developed the world's first and only commercially available subcutaneous implantable cardioverter defibrillator – the S-ICD System.
Unlike conventional implantable cardioverter defibrillators (ICDs), which require thin, insulated wires (leads) to pass through the venous system and into the heart, the entire S-ICD System sits just below the skin and leaves the heart and blood vessels untouched.
This one-of-a-kind technology has the potential to expand the reach of ICD therapy, offering physicians and appropriate patients a new alternative to traditional ICDs, while strengthening Boston Scientific's arrhythmia management portfolio.
The S-ICD System has received CE Mark and has been commercially available in select geographies, including several major European countries, since 2009.
The system has been clinically evaluated in a variety of studies and has been implanted in more than 1,000 patients worldwide. Cameron Health received expedited review status and submitted its PMA application to the U.S. Food and Drug Administration (FDA) in December 2011.
Boston Scientific anticipates FDA approval for the S-ICD System in the first half of 2013.
The agreement calls for an upfront payment of $150 million, payable upon transaction closing, an additional potential $150 million payment upon FDA approval of the S-ICD System, plus up to an additional $1.050 billion of potential payments upon achievement of specified revenue-based milestones over a six-year period following FDA approval.
The Company expects to fund these payments through the cash flow of its business.
The Company currently expects the transaction to be approximately $0.01 dilutive in 2012 and approximately break-even in 2013 to earnings per share on an adjusted basis and more dilutive in both years on a GAAP basis as a result of acquisition-related net charges and amortization, which will be determined following closing of the transaction.
Closing of the transaction is subject to customary conditions, including relevant antitrust clearance, and is expected to occur in the second or third quarter of 2012.
The S-ICD System is restricted under Federal law for investigational use only and is not for sale in the U.S.
| Ardea Biosciences, AstraZeneca||Apr 2012|| 1260||Acquisition agreement for Ardea Biosciences|
AstraZeneca and Ardea Biosciences have entered into a definitive merger agreement, pursuant to which AstraZeneca will acquire Ardea.
Ardea's clinically most advanced product candidate, lesinurad (formerly known as RDEA594), is currently in Phase III development as a potential treatment for the chronic management of hyperuricaemia in patients with gout.
AstraZeneca will acquire Ardea for $32 per share which represents a total cash value of approximately $1.26 billion.
This represents a premium on the value of Ardea's stock of 50% based on the one month volume-weighted average price and 54% based on the closing price on Friday, 20 April 2012.
| China Pharma Group, Robust Sun Holdings||Jun 2012|| 1200||Acquisition agreement for Robust Sun Holdings|
China Pharmaceutical Group will pay $1.2 billion to acquire Robust Sun Holdings.
The transaction will add to China Pharma’s presence in finished drugs and reduce its focus on intermediates and APIs.
China Pharma will purchase Robust Sun from Joyful Horizon.
All three entities are affiliated with Hony Capital, the Hong Kong-headquartered PE firm that is the largest in Asia.
| Bayer, Schiff Nutrition International||Oct 2012|| 1200||Acquisition agreement for Schiff Nutrition International|
Germany's Bayer is to buy U.S. vitamins maker Schiff Nutrition International for an agreed $1.2 billion as it seeks stable sources of growth to complement its more volatile prescription drugs business.
| Amgen, Micromet||Jan 2012|| 1160||Acquisition agreement for Micromet|
7 March 2012
Amgen announced the expiration of the subsequent offering period of the tender offer by a wholly owned subsidiary, "Merger Sub," to acquire all outstanding shares of common stock of Micromet for $11.00 per share in cash.
The subsequent offering period expired at 12:00 midnight, New York City time, at the end of Tuesday, March 6, 2012.
The depositary for the tender offer has advised Amgen that, as of the expiration of the subsequent offering period, 84,684,189 Micromet shares had been validly tendered and not withdrawn in the initial offering period and the subsequent offering period, which tendered shares represent 88.34 percent of the outstanding shares of Micromet.
Amgen has accepted for payment, and has paid or expects to promptly pay for, all such tendered shares.
In accordance with the terms of the Merger Agreement, Merger Sub intends to exercise its "top-up option" to purchase additional shares of common stock of Micromet directly from Micromet for $11.00 per share (the same purchase price paid in the Offer) so that it holds at least 90 percent of the outstanding shares of Micromet following such exercise.
As the final step of the acquisition process, Amgen expects to effect a short-form merger under Delaware law later today.
At the effective time of the merger, each Micromet share issued and outstanding immediately prior to the effective time will cease to be issued and outstanding and (other than shares then owned by Amgen, Micromet or any of their wholly owned subsidiaries and shares that are held by any stockholders who properly demand appraisal in connection with the merger) will be converted into the right to receive an amount in cash equal to the Offer price of $11.00, without interest, less any applicable withholding taxes.
Micromet will be the surviving corporation in the merger and will become a wholly owned subsidiary of Amgen.
Following the merger, Micromet shares will be delisted and will cease to trade on the NASDAQ Stock Market as of the close of the market today.
15 February 2012
Amgen and Micromet announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (HSR), in connection with Amgen's tender offer for Micromet, was terminated early on Feb. 14, 2012 by the U.S. Federal Trade Commission.
The waiting period was scheduled to expire on Feb. 17, 2012.
As previously announced on Jan. 26, 2012, Amgen and Micromet entered into a Merger Agreement contemplating the acquisition of Micromet by Amgen via a tender offer to acquire all of the outstanding shares of Micromet's common stock at a price of $11 per share in cash.
The termination of the HSR waiting period satisfies one of the conditions to consummate the tender offer. Other closing conditions remain to be satisfied, including, among others, a minimum tender of at least a majority of outstanding Micromet shares on a fully diluted basis.
26 January 2012
Amgen and Micromet have entered into a definitive merger agreement under which Amgen will acquire Micromet for $11 per share in cash.
The transaction, which values Micromet at approximately $1.16 billion, was unanimously approved by both the Amgen and Micromet Boards of Directors.
The acquisition includes blinatumomab, a Bispecific T cell Engager (BiTE) antibody in Phase 2 clinical development for acute lymphoblastic leukemia (ALL).
Blinatumomab is also in clinical development for the treatment of non-Hodgkin's lymphoma (NHL), and could have applications in other hematologic malignancies.
Amgen will gain the following as a result of the acquisition:
Blinatumomab, a BiTE antibody that has demonstrated encouraging single-agent activity in both adult and pediatric patients with ALL as well as adult patients with NHL, and is currently under investigation in five trials:
Two Phase 2 trials for adult patients with relapsed/refractory ALL Phase 1/2 trial for pediatric patients with relapsed/refractory ALL Phase 2 trial for adult ALL patients with minimal residual disease (MRD) Phase 1 trial for adult patients with relapsed/refractory NHL
Proprietary BiTE antibody technology which provides an innovative, validated platform for future clinical research
Potential milestone and royalty payments from existing licensees of BiTE and other technologies Unencumbered rights to solitomab, a BiTE antibody in Phase 1 for patients with advanced solid tumors Micromet's Munich site, which will operate as an Amgen R&D center of excellence
Terms of the Transaction
Under the terms of the merger agreement, a subsidiary of Amgen Inc. will commence a tender offer to acquire all of the outstanding shares of Micromet's common stock at a price of $11 per share in cash.
Following the purchase of shares through the tender offer, Amgen will complete the transaction by acquiring all remaining shares not acquired in the offer through a merger at the same price as the tender offer. The consummation of the tender offer is subject to various conditions, including a minimum tender of at least a majority of outstanding Micromet shares on a fully diluted basis, the expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act and other customary conditions.
The tender offer is not subject to a financing condition.
The transaction is expected to close in the first quarter.
Amgen is advised by Moelis & Company LLC and Sullivan & Cromwell LLP. Goldman, Sachs & Co. and Cooley LLP are acting as financial and legal advisors, respectively, to Micromet.
| M*Modal, One Equity Partners||Jul 2012|| 1100||Acquisition agreement for M Modal|
24 July 2012
M Modal and One Equity Partners announced that the Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended relating to the previously announced proposed acquisition of all outstanding shares of common stock of M Modal by Legend Acquisition Sub.
Accordingly, the condition to the closing of the transactions previously disclosed with respect to the expiration or termination of the applicable waiting period under the HSR Act has been satisfied.
The tender offer and withdrawal rights are scheduled to expire at 11:59 p.m., New York City time, on Monday, August 13, 2012, unless extended or earlier terminated in accordance with the merger agreement and applicable law.
2 July 2012
M Modal and One Equity Partners have entered into a definitive agreement pursuant to which One Equity Partners, the private investment arm of JP Morgan Chase & Co., will acquire all of the outstanding shares of M Modal for $14.00 per share in an all-cash transaction.
The transaction is valued at approximately $1.1 billion.
| Fenwal, Fresenius Kabi Pharmaceuticals||Jul 2012|| 1100||Acquisition agreement for Fenwal|
Fresenius Kabi and Fenwal announced a definitive agreement for Fresenius Kabi to acquire Fenwal.
Working together, the companies will bring their customers a wider array of products and services, while continuing to increase their pace of product development and geographic expansion.
The acquisition, which is subject to customary conditions, is expected to be completed by the end of the year.
Financial terms were not disclosed.
| One Lambda, Thermo Fisher Scientific||Jul 2012|| 925||Acquisition agreement for One Lambda|
Thermo Fisher Scientific has signed a definitive agreement to acquire One Lambda for $925 million in cash, subject to a post-closing adjustment.
The purchase price includes the cost of a three-year retention program established by One Lambda for the benefit of key employees, amounts payable to certain shareholders for noncompetition agreements, and a one-year earn-out provision based on the achievement of certain financial targets.
The transaction, which is expected to be completed in the fourth quarter of 2012, is expected to be immediately accretive upon close and add $0.09 to $0.11 to Thermo Fisher’s 2013 adjusted earnings per share.
It is also expected to generate revenue and cost synergies for a total adjusted operating income benefit of approximately $15 million in 2015.
Thermo Fisher and One Lambda expect to make an election under section 338(h)(10) of the Internal Revenue Code that will increase Thermo Fisher’s tax basis in the acquired assets.
This election will result in annual cash tax savings of approximately $19 million over 15 years, yielding a net present value benefit of approximately $190 million for Thermo Fisher.
Thermo Fisher intends to fund the transaction through a combination of cash on hand and new debt financing.
| Avila Therapeutics, Celgene||Jan 2012|| 925||Acquisition agreement for Avila Therapeutics|
08 March 2012
Celgene Corporation announced it has completed its acquisition of Avila Therapeutics.
Celgene acquired Avila Therapeutics for $350 million in cash, plus up to $575 million contingent upon certain milestones related to AVL-292 and candidates from Avila’s discovery program.
The transaction provides Celgene with a highly-selective Bruton’s tyrosine kinase inhibitor, currently in phase I clinical development, as well as a unique discovery platform, Avilomics, for developing targeted covalent drugs that treat diseases through protein silencing.
26 January 2012
Celgene Corporation and Avila Therapeutics announced a definitive merger agreement under which Celgene Corporation will acquire Avila Therapeutics.
The acquisition positions Celgene to expand its leading role in the future treatment of hematologic cancers with Avila’s AVL-292, a highly-selective Bruton’s tyrosine kinase (Btk) inhibitor, currently in phase I clinical development.
In addition, Avila’s proprietary Avilomics Platform augments Celgene’s investment in the discovery and development of novel therapeutics for managing complex disorders.
The transaction has been approved by the Board of Directors of each company and is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Celgene will acquire Avila Therapeutics for $350 million in cash, plus up to $195 million for milestones contingent upon the development and regulatory approval of AVL-292, as well as up to $380 million in potential milestone payments contingent upon the development and approval of candidates generated from the Avilomics platform.
The acquisition of Avila Therapeutics will be accounted for as a purchase transaction that Celgene expects to be completed during the first quarter of 2012.
The Company anticipates the acquisition will be neutral to 2012 non-GAAP diluted earnings guidance.
| Drug Trading Company, Katz Group, McKesson||Jan 2012|| 920||Acquisition agreement for Drug Trading Company|
26 March 2012
McKesson Corporation announced that it has completed the previously announced acquisition of the independent banner and franchise businesses of Katz Group Canada in an all cash transaction that closed March 25th, 2012.
30 January 2012
McKesson Corporation announced that it has signed a definitive agreement to purchase Drug Trading Company Limited the independent banner business of Katz Group.
Katz Group is a privately-owned company that operates an integrated retail pharmacy network in Canada.
The acquisition demonstrates McKesson’s long-standing commitment to the health of the independent pharmacy segment in the Canadian market.
The purchase price is approximately CAD $920 million, which McKesson expects to fund from its available cash.
The acquisition is expected to close in the first half of this calendar year, subject to customary closing conditions, including all necessary Canadian regulatory clearances.
After the closing, the banner and franchise operations will be integrated into McKesson’s Canadian pharmaceutical distribution and services business, which is part of McKesson’s Distribution Solutions segment.
McKesson will also continue to serve as the primary pharmaceutical distributor to the Katz Group corporate-owned stores.
Under the terms of the agreement, McKesson will acquire substantially all of the assets of Drug Trading, which consists of a marketing and purchasing arm for a network of more than 850 independently-owned pharmacies located in Ontario, Western Canada and Atlantic Canada, the majority of which operate under the brands I.D.A. and Guardian.
McKesson will also acquire Medicine Shoppe Canada Inc., which operates the franchise business of providing services to more than 160 independent pharmacies also located in Ontario, Western Canada and Atlantic Canada.
McKesson has been the primary pharmaceutical distributor to the Drug Trading and Medicine Shoppe Canada independent pharmacies for many years.
As part of the transaction, McKesson will also acquire joint ownership of the ProPharm® software application, which supports pharmacy dispensary systems.
ProPharm will work with McKesson through a transition period to ensure McKesson can continue to efficiently support independent banner members and franchisees when the transaction closes and thereafter.
| BASF, Pronova BioPharma||Nov 2012|| 900||Acquisition agreement for Pronova BioPharma (Completed)|
31 January 2013
BASF has completed the acquisition of Pronova BioPharma, which closed today with the payment of the offer price to Pronova shareholders.
At the same time, the tendered shares were transferred to BASF.
The company now holds 98.19% of Pronova.
In accordance with the Norwegian Public Limited Liability Companies Act section 4-25 and the Securities Trading Act section 6-22, BASF is setting up a compulsory acquisition process (squeeze out) in order to acquire the remaining shares belonging to minority shareholders of Pronova.
BASF AS is offering NOK 13.50 per share as the offer price, which is equal to the offer price in the voluntary offer made by BASF.
BASF will fully integrate Pronova into its Nutrition & Health division and Pronova will become a key part of BASF’s omega-3-business.
21 January 2013
BASF is setting up a compulsory acquisition process to acquire the remaining shares in a so-called squeeze out and expects to finalize the deal within the next week.
BASF raised its offer to 13.50 kroner a share on Jan. 15, valuing Pronova at almost 5 billion kroner ($900 million) after minority shareholders balked at a previous 12.50 kroner a share bid.
21 November 2012
BASF plans to acquire Pronova BioPharma, a pioneer in the field of research, development, and manufacturing of omega-3 fatty acids.
BASF has reached an agreement with Pronova to make a recommended voluntary public takeover offer to Pronova's shareholders, and will offer to pay NOK 12.50 in cash for each Pronova share.
In addition, BASF has obtained irrevocable pre-acceptance commitments for approximately 60% of Pronova's share capital; including the 50.0% stake held by majority shareholders Herkules Private Equity Fund , an approximately 9.1% stake indirectly controlled by investment firms Kistefos AS and Kistefos Investment AS and 0.3% held by members of the Board of Directors and management of Pronova.
| Humana, Metropolitan Health Networks||Dec 2012|| 850||Acquisition agreement for Metropolitan Health Networks|
Humana has completed its previously announced acquisition of Metropolitan Health Networks in a transaction valued at approximately $850 million plus transaction costs.
Metropolitan is a Medical Services Organization that provides and coordinates medical care for approximately 87,500 Medicare Advantage, Medicaid, and other beneficiaries, primarily in Florida utilizing a primary care-centric business model.
Metropolitan stockholders will receive $11.25 per share in cash from Humana for each Metropolitan share held.
Humana will also repay all of Metropolitan’s outstanding debt.
| Genomma Lab Internacional, Prestige Brands||Feb 2012|| 834||Acquisition agreement for Prestige Brands Holdings (proposed)|
Genomma Lab Internacional has submitted a non-binding proposal to acquire all of the outstanding shares of Prestige Brands Holdings common stock for $16.60 dollars per share in cash.
The transaction is valued at approximately $834 million dollars, not including Prestige's net debt.
Genomma's all-cash proposal represents a premium of 23% over Prestige Brand closing stock price on February 17, 2012 and a 47% premium over the three month historical average of Prestige's share price, both as of February 17, 2012.
Genomma noted that its Board of Directors unanimously supports this proposal.
Among other matters, this proposal is subject to confirmatory due diligence and the negotiation of definitive documentation, as well as receipt of customary corporate and regulatory approvals.
Genomma has delivered its proposal to the Chairman and Chief Executive Officer of Prestige
| China Kanghui Holdings, Medtronic||Sep 2012|| 816||Acquisition agreement for Kanghui|
Medtronic and China Kanghui Holdings have entered into a merger agreement whereby Medtronic will acquire Kanghui.
The agreement calls for Medtronic to pay approximately $816 million in cash.
The total value of the transaction, net of Kanghui's cash, is expected to be approximately $755 million.
| Takeda Pharmaceutical, URL Pharma||Apr 2012|| 800.0||Acquisition agreement for URL Pharma|
4 June 2012
Takeda Pharmaceutical jointly announced that Takeda's wholly owned subsidiary, Takeda America Holdings, Inc., has completed its acquisition of URL Pharma, Inc. (URL Pharma) for an upfront payment of $800 million.
The deal also includes an agreement for future performance-based contingent earn out payments.
With the completion of the acquisition, TPUSA will begin the integration of URL Pharma and will immediately assume responsibility for the marketing and promotion of Colcrys (colchicine), URL Pharma's leading product and an important therapy for the treatment and prevention of flares associated with gout.
URL Pharma will be managed by Takeda Pharmaceuticals U.S.A., Inc., and report to Douglas Cole, president, Takeda Pharmaceuticals U.S.A., Inc.
The acquisition will result in an immediate increase in revenue with estimated FY 2012 net sales of more than $550 million, and continued growth of Colcrys sales is expected throughout the product's lifecycle.
The addition of Colcrys strengthens Takeda's presence in the U.S. by increasing the company's gout treatment portfolio to provide patients with more gout management options for acute and chronic aspects of the disease.
Colcrys complements Takeda's position in the gout marketplace with Uloric (febuxostat), used to lower blood uric acid levels in adults with gout.
Takeda will immediately assume responsibility for the marketing and promotion of Colcrys, the only FDA-approved single-ingredient oral colchicine product available in the U.S. Net sales for Colcrys in 2011 were more than $430 million.
This acquisition is accretive to both GAAP and non-GAAP operating income immediately and provides a strong, profitable and long-term source of revenue that complements Takeda's existing U.S. business.
The effect of acquisition of URL Pharma in the FY 2012 forecast Financial impact for FY 2012 is estimated at approximately 44.0 billion yen in net sales and 5.0 billion yen in operating income on a GAAP basis after amortization costs derived from business combination accounting standards.
11 April 2012
Takeda Pharmaceutical and URL Pharma jointly announced that Takeda's wholly-owned subsidiary, Takeda America Holdings, Inc. and URL Pharma have entered into a definitive agreement to acquire URL Pharma, for an upfront payment of $800 million and future performance-based contingent earn out payments.
Upon completion of the acquisition, URL Pharma will be managed by Takeda Pharmaceuticals U.S.A.
| Healthpoint Biotherapeutics, Smith & Nephew||Nov 2012|| 782||Acquisition agreement for Healthpoint Biotherapeutics|
Smith & Nephew has signed an agreement to acquire substantially all of the assets of Healthpoint Biotherapeutics for $782 million in cash.
Healthpoint Biotherapeutics has been focused on biopharmaceutical leadership in acute, chronic, and burn-related wound care over the last several years.
| Cinven, HgCapital, Mercury Pharma||Aug 2012|| 732||Acquisition agreement for Mercury Pharma|
20 August 2012
Investor HgCapital has sold British pharmaceutical company Mercury Pharma to private equity firm Cinven for 465 million pounds ($732 million).
17 August 2012
Cinven, the European private equity firm, reached agreement to acquire Mercury Pharma from HgCapital.
Mercury Pharma is an international speciality pharmaceutical company which markets niche and branded pharmaceuticals and provides value to payors and patients alike.
Mercury has a broad portfolio of well-established products including treatments for thyroid disorders, pain, arthritis, pulmonary arterial hypertension and cardiovascular diseases, as well as a number of anaesthesia products.
| EUSA Pharma, Jazz Pharmaceuticals||Apr 2012|| 700||Acquisition agreement for EUSA Pharma|
12 June 2012
Jazz Pharmaceuticals announced the closing of its acquisition of EUSA Pharma, a privately-held, specialty pharmaceutical company with a commercial presence in the U.S. and EU and a global distribution network.
The acquisition brings a significant new specialty product to the company's U.S. product portfolio with Erwinaze (asparaginase Erwinia chrysanthemi), a life-saving treatment for patients with acute lymphoblastic leukemia.
Following the closing, Jazz Pharmaceuticals now also markets a portfolio of oncology and critical care products outside of the U.S., including Erwinase, leveraging EUSA Pharma's international sales and marketing capabilities.
Jazz Pharmaceuticals acquired EUSA Pharma for $680 million in cash, which reflects a base price of $650 million and approximately $30 million of adjustments for EUSA's working capital, cash and certain liabilities, plus a potential $50 million milestone payable based upon Erwinaze achieving a specified U.S. net sales target in 2013.
The transaction was financed with cash on hand and proceeds from a six-year $475 million term loan with an initial interest rate based on a LIBOR rate, subject to a floor of 1.0 percent, plus 4.25 percent per annum.
Jazz Pharmaceuticals has also arranged a revolving credit facility for $100 million, which is undrawn and has a five year term.
Post-closing, the company's cash balance is in excess of $100 million.
26 April 2012
Jazz Pharmaceuticals and EUSA Pharma have signed a definitive agreement under which Jazz Pharmaceuticals has agreed to acquire EUSA Pharma, a privately-held, specialty pharmaceutical company with headquarters in the United States and United Kingdom, for $650 million in cash and a potential $50 million milestone payable in cash based upon its lead product, Erwinaze (asparaginase Erwinia chrysanthemi), achieving a specified U.S. net sales target in 2013.
The transaction would provide Jazz Pharmaceuticals with an expanded portfolio of specialty pharmaceutical products and an enhanced commercial platform, incorporating EUSA Pharma's specialty commercial infrastructure in the United States and Europe and its international distribution network.
The combined organization's portfolio would have products marketed in the U.S. and Europe, including Erwinaze, a life-saving treatment for patients with acute lymphoblastic leukemia (ALL).
The transaction is expected to be immediately accretive to Jazz Pharmaceuticals' adjusted earnings per share upon closing in 2012 and in 2013 is expected to provide additional revenue of $210 to $230 million, additional adjusted EBITDA of $75 to $85 million, and an additional $0.75 to $0.85 in adjusted earnings per share.
| Amgen, MN Pharmaceuticals||Apr 2012|| 700||Acquisition agreement for Mustafa Nevzat|
Amgen and Mustafa Nevzat Pharmaceuticals announced an agreement under which Amgen will acquire 95.6 percent of shares in MN, a privately held Turkish pharmaceutical company, for an amount that values MN at US $700 million.
The all-cash transaction will significantly expand Amgen's presence in Turkey and the surrounding region, which are large, fast-growing, priority markets for Amgen.
With a heritage of nearly 90 years, MN is the leading supplier of pharmaceuticals to the hospital sector and a major supplier of injectable medicines in Turkey.
It also has a successful and fast growing export business.
MN had revenues of approximately US $200 million in 2011 and has grown on average at double-digit rates in local currency over the past five years.
The transaction has been approved by the Board of Directors of each company.
Completion of the transaction is subject to customary closing conditions, including regulatory approvals.
Amgen's focus on Turkey and the surrounding region is part of a broad international expansion strategy for the Company.
| Avid Health, Church and Dwight||Aug 2012|| 650||Acquisition agreement for Avid Health|
Church & Dwight has signed a definitive agreement to acquire Avid Health, for $650 million in cash.
The transaction, which is subject to regulatory approval and other customary conditions, is expected to close early in the fourth quarter.
| NextWave Pharmaceuticals, Pfizer||Oct 2012|| 650||Acquisition agreement for NextWave Pharmaceuticals|
Pfizer has exercised an option to acquire attention deficit/hyperactivity disorder drugs firm NextWave Pharmaceuticals for $225 million in cash, and potentially another $425 million in sales-related milestones.
| Mitsubishi Chemical, Qualicaps||Dec 2012|| 650||Acquisition agreement for Qualicaps|
The Carlyle Group has agreed to sell Qualicaps to Mitsubishi Chemical Holdings for ¥55.8 billion, or about $650 million.
| Decision Resources Group, Piramal Healthcare||May 2012|| 635||Acquisition agreement for Decision Resources Group|
Piramal Healthcare Limited has agreed to acquire Decision Resources Group a US based company in the healthcare information segment, for a consideration of approximately US$ 635 million
Decision Resources Group provides high quality, web-enabled research, predictive analytics via proprietary databases and consulting services to the global healthcare industry.
With 20% CAGR for the last five years, it is one of the fastest growing companies in the US$ 5.7 billion global healthcare information industry. DRG projects revenues of US $ 160 million for 2012.
48 of the top 50 global pharmaceutical companies are its customers and it has an overall customer retention rate of 95%.
DRG is focused on three market segments: (1) the Biopharma business unit provides reports, databases and advisory services on drug utilization trends and forecasting in a variety of therapeutic areas; (2) the Market Access business provides database and analytical services that healthcare companies use to assess the current and future opportunity of their products' acceptance into a market; and (3) the Medical Technology business provides actionable insights and data on the medical device markets.
DRG's products include detailed market assessments based on a specialized network of over 125,000 healthcare professionals (primarily physicians), proprietary databases of market information and detailed analytical reports on specific therapeutic areas.
The three market segments that DRG covers are worth approximately US$ 2.5 billion, leaving considerable room for DRG to continue to grow its revenues.
After the sale of its healthcare solutions business to Abbott Laboratories in May 2010 for US$ 3.8 billion Piramal Healthcare has embarked on a strategy to acquire global growth businesses with sustainable returns.
| DSM, Fortitech||Nov 2012|| 632||Acquisition agreement for Fortitech|
Royal DSM NV has acquired closely held US nutraceutical firm Fortitech Inc. for $632mm in cash.
| Aenova, BC Partners, Bridgepoint||Aug 2012|| 617||Acquisition agreement for Aenova|
Private equity group BC Partners has agreed to buy German vitamins and generic prescription drugs maker Aenova from Bridgepoint.
A price tag was not disclosed, but a source close to the transaction said BC Partners paid roughly 500 million euros ($617 million), of which half is being covered by equity.
| Amdipharm, Cinven||Oct 2012|| 590||Acquisition agreement for Amdipharm|
Cinven is buying Amdipharm for 367 million pounds ($590 million), as part of a plan to create a much larger producer of generic drugs worth as much as 2 billion pounds ($3 billion).
The aim is to merge Amdipharm with Mercury Pharma, which Cinven bought from rival private equity house HgCapital in August for 465 million pounds, and to expand the combined business.
| DSM, Tortuga||Aug 2012|| 578||Acquisition agreement for Tortuga|
DSM has agreed to buy privately-held Brazilian animal nutrition company Tortuga for about 465 million euros ($578 million) to strengthen its presence in Latin America, making its fourth big acquisition.
The deal, which will be paid in cash and is expected to close in the first quarter of next year, will immediately increase DSM's earnings per share.
| Sun Pharmaceutical, Taro Pharmaceuticals||Aug 2012|| 571||Merger agreement for Taro (terminated)|
8 February 2013
Taro Pharmaceutical Industries and Sun Pharmaceutical Industries have mutually agreed to terminate their merger agreement, announced in August 2012, pursuant to which all shareholders of Taro would have received a cash payment of $39.50 per share upon the closing of the merger.
13 August 2012
Sun Pharmaceuticals closed the deal after raising its offer from $24.50 per share.
The new offer amounts to $571 million
12 August 2012
Sun Pharmaceutical Industries and Taro Pharmaceutical Industries have entered into a merger agreement together with certain affiliates of Sun Pharma.
The merger agreement provides that all shareholders of Taro other than Sun Pharma and its affiliates will receive a cash payment of $39.50 per share upon the closing of the merger.
Sun Pharma and its affiliates collectively own approximately 66.0% of the outstanding Taro ordinary shares and 100% of Taro’s founders shares, representing approximately 77.5% of the outstanding voting power in Taro.
Upon completion of the merger, Taro will become a privately held company, will be wholly owned by affiliates of Sun Pharma, and its ordinary shares will no longer be traded on the New York Stock Exchange.
| Biogen Idec, Stromedix||Feb 2012|| 562.5||Acquisition agreement for Stromedix|
Biogen Idec and Stromedix have entered into a definitive agreement under which Biogen Idec will acquire Stromedix.
Under the terms of the agreement, Biogen Idec will make an upfront cash payment of $75 million and additional contingent value payments of up to $487.5 million based on the achievement of certain development and approval milestones across multiple indications.
| Proximagen Group, Upsher-Smith||Jun 2012|| 553||Acquisition agreement for Proximagen|
USL Pharma International U.K. Ltd., a wholly-owned subsidiary of Upsher-Smith Laboratories has agreed a recommended offer for European biotechnology company Proximagen Group PLC which values the company at 223.0 million British pounds ($346.7 million), excluding contingent value rights, or CVRs.
Accepting Proximagen shareholders will receive 320 pence in cash; and up to a further 192 pence in either cash or Loan Notes by way of a CVR for each share held.
Acquisition, including the CVRs, values Proximagen's fully diluted share capital at up to GBP356.8 million ($554.7 million).
| DSM, Ocean Nutrition Canada||Jul 2012|| 543||Acquisition agreement for Ocean Nutrition Canada|
Royal DSM has successfully completed the acquisition of Ocean Nutrition Canada, the leading global provider of fish-oil derived nutritional products to the dietary supplement and food and beverage markets.
The acquisition, announced on 18 May 2012, strengthens and complements DSM’s newly established, global Nutritional Lipids growth platform.
The acquisition, for a total enterprise value of CAD 540 million, is expected to be EPS accretive from 2013 onwards.
| Devgen, Syngenta||Sep 2012|| 522||Acquisition agreement for Devgen|
Syngenta would buy Belgian hybrid seed firm Devgen for 403 million euros ($522 million), as the Swiss company strengthens its foothold in rice-growing.
Syngenta is offering 16 euros per share for Devgen, a 70 percent premium over the 9.43 euros at which Devgen shares traded at Thursday's close and their 10.18 euro peak this year.
The Swiss group will also buy all outstanding Devgen warrants.
| Gilead Sciences, YM BioSciences||Dec 2012|| 510||Acquisition agreement for YM BioSciences|
Gilead Sciences and YM BioSciences have signed a definitive agreement under which Gilead will acquire YM for U.S.$2.95 per share in cash.
Under the terms of the agreement, upon closing of the proposed transaction, shareholders of YM will receive U.S.$2.95 per common share in cash, and holders of warrants and stock options will receive a cash payment equal to the difference between U.S.$2.95 and the exercise price of such warrant or stock option.
Gilead plans to fund the acquisition with cash on hand.
YM’s lead drug candidate, CYT387, is an orally-administered, once-daily, selective inhibitor of the Janus kinasefamily, specifically JAK1 and JAK2.
The JAK enzymes have been implicated in a number of disorders including myeloproliferative diseases, inflammatory disorders and certain cancers.
| Bausch & Lomb, ISTA Pharmaceuticals||Mar 2012|| 500||Acquisition agreement for ISTA pharmaceuticals|
6 June 2012
Bausch + Lomb, the global eye health company, announced that it has completed its acquisition of ISTA Pharmaceuticals, Inc., a leading pharmaceutical company.
The addition of ISTA bolsters Bausch + Lomb's product portfolio and pipeline, increasing the company's therapeutic offerings for physicians and their patients and creating opportunity for future growth.
ISTA's four prescription products, BROMDAY™, BEPREVE®, ISTALOL, and VITRASE, will complement Bausch + Lomb's existing prescription ophthalmology products, including Lotemax and Besivance, and branded OTC eye vitamins PreserVision and Ocuvite.
Bausch + Lomb's pharmaceutical pipeline now has nearly double the number of mid-to late-stage innovations.
The newly combined pipeline includes PROLENSA™, T-PRED™, BEPOMAX™ and BEPOSONE™, ISTA's candidates to treat ocular inflammation and pain and allergy-related nasal conditions, and Bausch + Lomb's pharmaceutical innovations, including the first of a new class of ocular anti-inflammatory agents as well as a promising approach to reducing intra-ocular pressure in patients with open-angle glaucoma or ocular hypertension.
The all-cash transaction with ISTA, valued at approximately $500 million, is expected to add more than $150 million to Bausch + Lomb's annualized sales and be accretive to Bausch + Lomb's EBITDA this year.
Bausch + Lomb is committed to ensuring its combination with ISTA is as seamless as possible for its customers, suppliers and other partners, and will be providing updates throughout the integration process.
A list of frequently asked questions regarding today's news can be found at www.bausch.com.
| AgraQuest, Bayer CropScience||Jul 2012|| 500||Acquisition agreement for AgraQuest|
AgraQuest is being acquired by Bayer CropScience for close to $500 million.
Bayer CropScience has signed an agreement to purchase AgraQuest for $425 million, plus milestone payments.