Derived from Current Agreements, the M&A scorecard gives an instant overview of the top M&A deals in the life sciences by year since 2010.
The following article (available to CP Insight subscribers) contains a snapshot of the largest deals by value for the year.
Our Current Agreements database stores and categorizes deal data dating as far back as 2000 saving you valuable time on your deal making research activities.
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Top M&A deals of 2015 valued at over US$500m.
|Actavis (name changed to Allergan), Allergan, Pfizer||Nov 2015||160000||Merger agreement for Allergan (Terminated)|
6 April 2016
Pfizer and Allergan had terminated their $152 billion merger by mutual agreement just days after the Obama administration introduced new rules meant to limit the ability of American companies to shift their home overseas simply to lower their tax bills.
23 November 2015
Pfizer and Allergan announced the companies have entered into, a definitive merger agreement under which Pfizer, a global innovative biopharmaceutical company, will combine with Allergan, a global pharmaceutical company and a leader in a new industry model – Growth Pharma, in a stock transaction currently valued at $363.63 per Allergan share, for a total enterprise value of approximately $160 billion, based on the closing price of Pfizer common stock of $32.18 on November 20, 2015.
The transaction represents more than a 30 percent premium based on Pfizer’s and Allergan’s unaffected share prices as of October 28, 2015.
Allergan shareholders will receive 11.3 shares of the combined company for each of their Allergan shares, and Pfizer stockholders will receive one share of the combined company for each of their Pfizer shares.
Under the terms of the proposed transaction, the businesses of Pfizer and Allergan will be combined under Allergan plc, which will be renamed “Pfizer plc.”
The companies expect that shares of the combined company will be listed on the New York Stock Exchange and trade under the “PFE” ticker.
Upon the closing of the transaction, the combined company is expected to maintain Allergan’s Irish legal domicile. Pfizer plc will have its global operational headquarters in New York and its principal executive offices in Ireland.
The completion of the transaction, which is expected in the second half of 2016, is subject to certain conditions, including receipt of regulatory approval in certain jurisdictions, including the United States and European Union, the receipt of necessary approvals from both Pfizer and Allergan shareholders, and the completion of Allergan’s pending divestiture of its generics business to Teva Pharmaceuticals, which Allergan expects will close in the first quarter of 2016.
Pursuant to the terms of the merger agreement, the Allergan parent company will be the parent company of the combined group.
A wholly owned subsidiary of Allergan will be merged with and into Pfizer, and subject to receipt of shareholder approval, the Allergan parent company will be renamed “Pfizer plc” after the closing of the transaction.
Immediately prior to the merger, Allergan will effect an 11.3-for-one share split so that each Allergan shareholder will receive 11.3 shares of the combined company for each of their Allergan shares, and the Pfizer stockholders will receive one share of the combined company for each of their Pfizer shares.
Pfizer’s U.S. stockholders will recognize a taxable gain, but not a loss, for U.S. federal income tax purposes. The transaction is expected to be tax-free for U.S. federal income tax purposes to Allergan shareholders.
Pfizer stockholders will have the opportunity to elect to receive cash instead of stock of the combined company for some or all of their Pfizer shares, provided that the aggregate amount of cash to be paid in the merger will not be less than $6 billion or greater than $12 billion.
In the event that the aggregate cash to be paid in the merger would otherwise be less than $6 billion or greater than $12 billion, then the stock and cash elections will be subject to proration.
Following the transaction, and assuming that all $12 billion of cash is paid in the merger, it is expected that former Pfizer stockholders will hold approximately 56% of the combined company and Allergan shareholders will own approximately 44% of the combined company on a fully diluted basis.
|Mylan Laboratories, Perrigo||Apr 2015||29000||Acquisition agreement for Perrigo (rejected)|
Perrigo announced that its Board of Directors has unanimously rejected the unsolicited Proposalfrom Mylan, disclosed April 8, 2015, to acquire all of the outstanding shares of Perrigo for $205.00 per share.
Following a thorough review, advised by its financial and legal advisors, the Board unanimously concluded that the Proposal substantially undervalues the Company and its future growth prospects and is not in the best interests of Perrigo's shareholders.
Key factors informing the Board's determination include:
The Proposal substantially undervalues Perrigo's differentiated global business, including the Company's leading market position in key franchises, global distribution platform, and proven expertise in product development and supply chain management;
The Proposal would deny Perrigo shareholders the full benefits of Perrigo's durable competitive position and compelling growth strategy, which is reflected in the Company's three-year organic net sales compound annual growth rate (CAGR) goal for calendar 2014 to 2017 of 5-10%;
The Proposal does not take into account the full benefits of the Omega Pharma acquisition, which closed on March 30, 2015, including additional value to be derived from synergies and increased global presence; and
The Proposal does not take into account Perrigo's innovative new product pipeline, which is expected to generate nearly $1 billion in net sales over the next three years, excluding sizable upside from potential new indications for Tysabri®.
Mylan has made a proposal to acquire Perrigo Company in a cash-and-stock transaction that would create a diversified, global pharmaceutical leader with an unmatched commercial and operating platform and a unique, one-of-a-kind profile.
The combination of these highly complementary businesses would produce a company with critical mass in specialty brands, generics, over-the-counter (OTC) and nutritional products; a powerful commercial platform with reach across all customer channels; an exceptional high-quality operating platform; and opportunities to generate enhanced growth and deliver significant immediate and long-term value and benefits for shareholders and the other stakeholders of both companies.
Under the terms of the non-binding proposal, which was delivered to Perrigo's Chairman on April 6, 2015, Perrigo shareholders would receive $205 in a combination of cash and Mylan stock for each Perrigo share, which represents a greater than 25% premium to the Perrigo trading price as of the close of business on Friday, April 3, 2015 (the last trading date prior to the date of Mylan's proposal), a greater than 29% premium to Perrigo's sixty-day average share price and a greater than 28% premium to Perrigo's ninety-day average share price.
|Abbvie, Pharmacyclics||Mar 2015||21000||Acquisition agreement for Pharmacyclics|
20 April 2015
AbbVie has extended the expiration of its exchange offer to acquire all of the outstanding shares of common stock of Pharmacyclics on May 1, 2015.
6 March 2015
AbbVie and Pharmacyclics announced a definitive agreement under which AbbVie will acquire Pharmacyclics, and its flagship asset Imbruvica (ibrutinib), a highly effective treatment for hematologic malignancies.
The acquisition accelerates AbbVie's clinical and commercial presence in oncology, strengthening its already robust pipeline, and establishing its strong leadership position in hematological oncology – an attractive and rapidly growing market, now approaching $24 billion globally.
The acquisition adds to AbbVie's already comprehensive pipeline and strong growth prospects.
Under the terms of the transaction, AbbVie will pay $261.25 per share comprised of a mix of cash and AbbVie equity.
The transaction values Pharmacyclics at approximately $21 billion and was approved by the Boards of Directors of both companies.
|Hospira, Pfizer||Feb 2015||17000||Acquisition agreement for Hospira|
Pfizer and Hospira have entered into a definitive merger agreement under which Pfizer will acquire Hospira, the world’s leading provider of injectable drugs and infusion technologies and a global leader in biosimilars, for $90 a share in cash for a total enterprise value of approximately $17 billion.
The Boards of Directors of both companies have unanimously approved the merger, which is expected to be immediately accretive upon closing, accretive by $0.10 - $0.12 per share for the first full year following the close of the transaction with additional accretion anticipated thereafter.
This strategically complementary combination will add a growing revenue stream and a platform for growth for Pfizer’s GEP business.
The expanded portfolio of sterile injectable pharmaceuticals, composed of Hospira’s broad generic sterile injectables product line, including acute care and oncology injectables, with a number of differentiated presentations, as well as its biosimilars portfolio, combined with GEP’s branded sterile injectables, including anti-infectives, anti-inflammatories and cytotoxics, will create a leading global sterile injectables business.
|Salix Pharmaceuticals, Valeant Pharmaceuticals||Feb 2015||15877||Acquisition agreement for Salix Pharmaceuticals|
Valeant Pharmaceuticals and Salix Pharmaceuticals have entered into an amendment to their Agreement and Plan of Merger, dated February 20, 2015.
Pursuant to the amendment, Valeant increased the offer price to acquire all the outstanding common stock of Salix from $158.00 per share to $173.00 per share in cash, or a total enterprise value of approximately $15.8 billion, through April 7, 2015.
The revised offer price of $173.00 per share provides an additional approximately $1 billion in cash consideration to Salix stockholders, and represents an increase of 9.49% and 43.9%, respectively, over the original offer price of $158.00 per share and the unaffected price of Salix common stock on January 16, 2015, of $120.19.
As previously announced, if the minimum tender condition is satisfied at the end of the day on March 31, 2015, Valeant expects to close the transaction on April 1, 2015.
If all of the conditions to the tender offer have not been satisfied by April 8, 2015, the offer price will drop back to $158.00 per share.
In consideration for the increase of the offer price through April 7, 2015, the termination fee payable by Salix to Valeant has been increased by $100 million and the outside date after which either party may terminate the transaction has been moved from August 20, 2015, to May 1, 2015.
The amendment was approved by the Boards of Directors of both companies.
Valeant Pharmaceuticals have entered into a definitive agreement under which Valeant will acquire all of the outstanding common stock of Salix for $158.00 per share in cash, or a total enterprise value of approximately $14.5 billion.
The transaction was approved by the Boards of Directors of both companies.
|Danaher, Pall Corporation||May 2015||13800||Acquisition agreement for Pall|
Danaher will acquire Pall for about $13.8 billion, then split into two independent, publicly-traded companies.
Pall is a global provider of filtration, separation and purification systems for the life sciences and other industries. Life sciences—which includes segments focused on biopharmaceuticals, medical, and food & beverage—accounted for more than half ($1.5 billion) of Pall’s $2.8 billion in revenues for its most recent fiscal year, which ended July 31, 2014; the rest came from the company’s industrial segment, which serves aerospace, microelectronics, and process technologies customers.
The successor companies are expected to be created through a tax-free separation.
|Catamaran, OptumRx||Mar 2015||13200||Acquisition agreement for Catamaran|
OptumRx and Catamaran have agreed to combine.
OptumRx is UnitedHealth Group's free-standing pharmacy care services business.
The agreement calls for the acquisition of Catamaran's outstanding common stock for $61.50 per share in cash.
The transaction is expected to close during the fourth quarter of 2015, subject to Catamaran shareholders' approval, regulatory approvals and other customary closing conditions.
The combination diversifies OptumRx's customer and business mix, while accelerating its technology leadership and flexible service offerings.
The acquisition is expected to be accretive to UnitedHealth Group's net earnings in the area of $0.30 per share in 2016.
UnitedHealth Group plans to finance the acquisition from existing cash resources and new debt.
The company affirmed its $6.00 to $6.25 per share earnings outlook assuming the absorption of all merger costs, the ongoing commitment to advance its dividend policy as planned, and a continued but moderated level of share repurchase.
|Alexion Pharmaceuticals, Synageva BioPharma||May 2015||8400||Acquisition agreement for Synageva BioPharma|
23 June 2015
Alexion Pharmaceuticals has successfully completed its previously announced acquisition of Synageva BioPharma.
The transaction was completed through a merger of Synageva with and into a direct, wholly owned subsidiary of Alexion.
6 May 2015
Alexion Pharmaceuticals have entered into a definitive agreement pursuant to which Alexion will acquire Synageva for consideration of $115 in cash and 0.6581 Alexion shares, for each share of Synageva, implying a total per share value of $230 based on the nine day volume-weighted average closing price of Alexion stock through May 5, 2015.
The acquisition strengthens Alexion’s global leadership in developing and commercializing transformative therapies for patients with devastating and rare diseases.
The transaction has been unanimously approved by both companies’ Boards of Directors, and is valued at approximately $8.4 billion net of Synageva’s cash.
The addition of Kanuma expands Alexion’s premier global metabolic rare disease franchise. Alexion will leverage its proven expertise in rare disease education and diagnostics, and its 50-country operating platform, to maximize the opportunity to serve patients suffering from LAL-D.
|Endo International, Par Pharmaceutical||May 2015||8050||Acquisition agreement for Par Pharmaceutical|
Endo International plans to acquire Par Pharmaceutical for $8.05 billion cash and stock, plus debt, the companies said today—an acquisition that will expand the buyer’s Qualitest generic drugs business, catapulting it into the top five as measured by U.S. sales.
Endo will acquire Par from owner TPG, a global private investment firm with $67 billion in capital under management.
TPG acquired Par for $1.9 billion in 2012, taking the drug company private.
The deal has been unanimously approved by the boards of Endo and Par, and supported by the management teams of both companies.
No further shareholder approvals are required.
|Endo International, Par Pharmaceutical Companies||May 2015||8005||Acquisition agreement for Par Pharmaceutical|
Endo International and Par Pharmaceutical Holdings have entered into a definitive agreement under which Endo will acquire privately-held Par from TPG in a transaction valued at $8.05 billion, including assumption of Par debt.
The combination will create a leading specialty pharmaceutical company with a generics business that is one of the industry's fastest growing and among the top five as measured by U.S. sales.
There are no further shareholder approvals required.
The purchase price will consist of approximately 18 million shares ($1.55 billion of value based on the 10-day volume weighted average share price of Endo ending on May 15, 2015) of Endo equity and $6.50 billion cash consideration to Par shareholders.
Endo has secured fully committed financing from Deutsche Bank and Barclays to fund the cash consideration.
Endo expects to implement a permanent capital structure to finance the transaction prior to the close that would include a combination of cash, debt and an equity offering.
|Celgene, Receptos||Jul 2015||7200||Acquisition agreement for Receptos|
Celgene and Receptos announced the signing of a definitive agreement in which Celgene has agreed to acquire Receptos.
Under the terms of the merger agreement, Celgene will pay $232.00 per share in cash, or a total of approximately $7.2 billion, net of cash acquired.
Celgene will acquire all of the outstanding shares of common stock of Receptos through a tender offer, followed by a second-step merger.
In the tender offer, Celgene, through a wholly-owned subsidiary, will offer to purchase all of the outstanding shares of common stock of Receptos for $232.00 per share in cash, or an aggregate of approximately $7.2 billion, net of cash acquired.
The transaction has been approved by the boards of directors of both companies and is subject to customary closing conditions, including the tender of at least a majority of outstanding shares of Receptos common stock and expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The transaction is anticipated to close in 2015.
Celgene will acquire all remaining shares of Receptos common stock that are not tendered in the tender offer through a second-step merger, which will be completed shortly following the tender offer.
Celgene expects to fund the transaction through a combination of existing cash and new debt.
The resulting capital structure is consistent with Celgene's financial strategy and investment grade profile.
This acquisition maintains flexibility for additional value creating transactions and share buyback.
J.P. Morgan and Citi are acting as financial advisors to Celgene on the transaction. Centerview Partners LLC is acting as financial advisor to Receptos.
Legal counsel for Celgene is Proskauer Rose LLP, and Receptos' legal counsel is Latham & Watkins LLP.
|Centene, HealthNet||Jul 2015||6800||Acquisition agreement for Health Net|
Centene announced that the Boards of Directors of both companies have unanimously approved a definitive agreement under which Centene will acquire all of the shares of Health Net in a cash and stock transaction valued at approximately $6.8 billion, including the assumption of approximately $500 million of debt.
The combination of Centene and Health Net would create a leading diversified multi-national healthcare enterprise with more than ten million members across the country and estimated 2015 pro forma premium and service revenues of approximately $37 billion.
|Dyax, Shire Pharmaceuticals||Nov 2015||6500||Acquisition agreement for Dyax|
Shire has struck an all-cash deal valued at as much as $6.5 billion for U.S. biotech Dyax.
It will pay an initial $37.30 a share, or a total of $5.9 billion for Dyax, a premium of about 35% to the U.S. biotech’s price at Friday’s close.
It has also agreed to pay a potential $4 a share, or $646 million, dependent on approval for Dyax’s experimental drug for hereditary angioedema, a rare and potentially life-threatening disease that causes swelling.
The additional $646 million payment is contingent on DX-2930 winning approval by the end of 2019.
|Anthem, Cigna Healthcare||Jun 2015||5380||Acquisition agreement for Cigna|
Anthem has submitted a non-binding proposal to acquire Cigna for $184 per share in cash and stock.
The proposed combination would create a premiere health benefits company with critical diversification and scale to lead the transformation of health care delivery for consumers.
The combined company would be an industry leader with greater than $115 billion in annual revenues, based on the most recent 2015 outlook publicly reported by both companies.
Together Anthem and Cigna would gain meaningful diversification covering approximately 53 million combined medical members and strong commercial, government, consumer and specialty franchises.
Under the terms of the proposal, which was delivered to Cigna’s Board of Directors, Cigna stockholders would receive a total consideration that represents a value of $184 per share.
The offer, which values the company at $53.8 billion on an enterprise basis, represents an “unaffected” premium to Cigna’s stockholders of more than 35.4%, based on the closing price of Cigna’s shares on May 28, 2015.
Under the contemplated terms, the consideration would consist of approximately 31.4% Anthem shares and 68.6% cash and the combined company would reflect a pro forma equity ownership comprised of approximately 76.3% Anthem shareholders and approximately 23.7% Cigna stockholders.
Anthem is also confident in its ability to complete any financing related to the acquisition.
|NPS Pharmaceuticals, Shire Laboratories||Jan 2015||5200||Acquisition agreement for NPS Pharmaceuticals|
Shire and NPS Pharmaceuticals have entered into a merger agreement pursuant to which Shire will acquire all the outstanding shares of NPS Pharma for $46.00 per share in cash, for a total consideration of approximately $5.2 billion.
Shire will accelerate the growth of NPS Pharma's innovative portfolio through its market expertise in gastrointestinal (GI) disorders, core capabilities in rare disease patient management, and global footprint.
The transaction has been approved unanimously by the Boards of Directors of both Shire and NPS Pharma.
Shire has secured an $850 million fully underwritten short-term bank facility, which, in addition to Shire's cash and cash equivalents and its existing $2.1 billion five-year revolving credit facility, is available to finance the transaction and pay related fees and expenses.
Shire plans to refinance the short-term bank facility through new debt issuances in due course.
|Mylan Pharmaceuticals, Teva Pharmaceutical Industries||Apr 2015||4010||Acquisition agreement for Mylan (Terminated)|
27 April 2015
The unsolicited $40.1 billion bid for Mylan Pharmaceuticals from Israeli company Teva Pharmaceutical Industries has officially been rejected by Mylan, with the company’s increasingly testy official statements about the proposed merger appear to be a testimonial to just how acrimonious the process is becoming.
22 April 2015
Teva Pharmaceutical Industries has filed for premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) with the U.S. Department of Justice Antitrust Division and the Federal Trade Commission regarding its proposed acquisition of Mylan.
As announced on April 21, 2015, Teva proposed to acquire Mylan for $82.00 per Mylan share, with the consideration to be comprised of approximately 50 percent cash and 50 percent stock.
Teva’s proposal for Mylan implies a total equity value of approximately $43 billion and an enterprise value of approximately $50 billion.
21 April 2015
Teva Pharmaceutical Industries Limited has finally made it official and will bid for generic drugmaker Mylan at an unsolicited price of around $40.1 billion, the company said Tuesday, in an $82 a share in cash and stock deal that would be the biggest takeover attempt so far this year.
That bid is 23 percent above Mylan’s closing price April 16.
Any eventual merger could mean more than $27 billion in revenue from the combined companies, although Mylan’s public rebuke of its suite April 17, in which it raised concerns about antitrust issues, continues to worry analysts.
Teva lost patent protection for multiple sclerosis drug Copaxone, for which Mylan makes a generic, last July after a U.S. Federal Appeals Court found the patent protecting the drug would expire in May 2014, not September 2015.
|Acerta Pharma, AstraZeneca||Dec 2015||4000||Acquisition agreement for Acerta Pharma 55% stake|
AstraZeneca has entered into an agreement to invest in a majority equity stake in Acerta Pharma, a privately-owned biopharmaceutical company based in the Netherlands and US.
The transaction provides AstraZeneca with a potential best-in-class irreversible oral Bruton's tyrosine kinase (BTK) inhibitor, acalabrutinib (ACP-196), currently in Phase III development for B-cell blood cancers and in Phase I/II clinical trials in multiple solid tumours.
AstraZeneca will acquire 55% of the entire issued share capital of Acerta for an upfront payment of $2.5 billion.
A further unconditional payment of $1.5 billion will be paid either on receipt of the first regulatory approval for acalabrutinib for any indication in the US, or the end of 2018, depending on which is first.
The agreement also includes options which, if exercised, provide the opportunity for Acerta shareholders to sell, and AstraZeneca to buy, the remaining 45% of shares in Acerta.
The options can be exercised at various points in time, conditional on the first approval of acalabrutinib in both the US and Europe and when the extent of the commercial opportunity has been fully established, at a price of approximately $3 billion net of certain costs and payments incurred by AstraZeneca and net of agreed future adjusting items, using a pre-agreed pricing mechanism.
|St Jude Medical, Thoratec||Jul 2015||3400||Acquisition agreement for Thoratec|
8 October 2015
Thoratec announced that all proposals necessary for St. Jude Medical, Inc.'s acquisition of Thoratec Corporation were approved by Thoratec Corporation's shareholders at its shareholder meeting held today.
22 July 2015
St. Jude Medical and Thoratec announced that the Boards of Directors of both companies have unanimously approved a definitive agreement under which St. Jude Medical will acquire all of the outstanding shares of Thoratec for $63.50 per share in a cash transaction valued at approximately $3.4 billion, net of cash acquired.
The all-cash transaction represents a premium of 40.1 percent compared to $45.34, Thoratec's volume-weighted average trading price for the 30 trading day period ending July 17, 2015, and a 35.4 percent premium to the closing price on Thoratec's last unaffected trading date on July 17, 2015 of $46.89.
|Excelsior Union Limited, Mindray Medical International, Solid Union Limited||Nov 2015||3300||Acquisition agreement for Mindray Medical|
Mindray Medical has entered into a definitive Agreement and Plan of Merger with Excelsior Union Limited ("Parent") and Solid Union Limited ("Merger Sub").
The Parent will acquire the Company for cash consideration equal to US$28.0 per ordinary share of the Company (a "Share") or US$28.0 per American Depositary Share, each representing one Share (an "ADS"), in a transaction valuing the Company at approximately US$3.3 billion, on a fully diluted basis.
This price represents a premium of 1.9% over the Company's closing price of US$27.47 per ADS on June 3, 2015, the last trading day prior to June 4, 2015, the date that the Company announced it had received a "going private" proposal.
Immediately after the completion of the transactions contemplated by the Merger Agreement (the "Transactions"), Parent will be beneficially owned by Mr. Li Xiting, the executive chairman of the board of directors of the Company (the "Board"), president and co-chief executive officer of the Company, Mr. Xu Hang, the chairman of the Board, and Mr. Cheng Minghe, the co-chief executive officer and chief strategic officer of the Company (collectively, the "Buyer Group").
The members of the Buyer Group, currently beneficially own, in the aggregate, approximately 27.7% of the outstanding Shares of the Company, representing approximately 63.5% of the total number of votes represented by the Company's outstanding Shares.
Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").
Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time (including Shares represented by ADSs) will be cancelled and cease to exist in exchange for the right to receive US$28.0 per Share, or US$28.0 per ADS, in each case, in cash without interest, except for
(a) Shares, including such Shares represented by the ADSs, beneficially owned by the Buyer Group which will be cancelled and cease to exist without payment of any consideration or distribution therefor, and
(b) Shares held by the Company's shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands (the "Dissenting Shares"), which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of the Dissenting Shares in accordance with Section 238 of the Companies Law of the Cayman Islands.
Merger Sub has entered into a debt commitment letter pursuant to which Bank of China Limited Macau Branch and Ping AN Bank Co., Ltd. have agreed to provide a term loan facility in an aggregate amount of up to US$2,050 million for the Transactions, subject to certain conditions.
|Auspex Pharmaceuticals, Teva Pharmaceutical Industries||Mar 2015||3200||Acquisition agreement for Auspex Pharmaceuticals|
Teva Pharmaceutical Industries and Auspex Pharmaceuticals have entered into a definitive merger agreement under which Teva will commence a tender offer for all of the outstanding shares of Auspex at $101.00 per share in cash, representing total consideration of approximately $3.2 billion in enterprise value and approximately $3.5 billion in equity value.
This transaction is expected to enhance Teva’s revenue and earnings growth profile and strengthen its core central nervous system (CNS) franchise with the addition of Auspex’s portfolio of innovative medicines for people who live with movement disorders.
The transaction has been unanimously approved by the Boards of Directors of both Teva and Auspex, and key shareholders of Auspex have entered into agreements indicating their support for the transaction.
|Baxalta, Shire Pharmaceuticals||Jan 2015||3200||Acquisition agreement for Baxalta|
Shire PLC’s six-month pursuit of peer Baxalta Inc. took a big step forward Monday when the pair announced a $32.2 billion tie-up, in one of the few ever cash-and-stock deals involving a company recently separated from its parent in a tax-free spin.
Dublin-based Shire has agreed to pay $18 in cash plus 0.1482 of its American depository shares per share in the Deerfield, Ill.-based company, which spun out from parent Baxter International Inc. in July.
That implies a valuation of $45.57 per share based on Shire’s closing share price on Friday, or $47.50 per share using Shire’s weighted average price over the 30 trading days ended Friday, Shire said.
Shire said the deal would create the largest maker of rare disease drugs in the world.
It also would catapult the two midsize companies into the same league as Bristol-Myers Squibb Co.
The companies expect the deal to close in mid-2016.
As well as Baxalta’s hemophilia drugs, Shire would be adding immunology and cancer treatments to its portfolio, which largely comprises drugs for attention deficit hyperactivity disorder, rare diseases and ophthalmic conditions.
The deal also underlines the allure of rare disease drugs, which don’t face the same pricing pressures as treatments for more common ailments as each treatment targets such a small group of patients.
Shire has secured an $18 billion bank facility to finance the combination.
The company intends to refinance the bank facility through capital market debt issuances.
Following the deal, Baxalta shareholders will have a 34% stake in the combined company.
The deal’s per-share value of $45.57 represents a premium of 37.5% over Baxalta’s closing share price on Aug. 3, the day before Shire took its interest in the group public.
|Cyberonics, LivaNova, Sorin Group||Feb 2015||2700||Merger agreement between Cyberonics and Sorin|
25 June 2015
Sorin and Cyberonics unveiled LivaNova as the name of their combined company, effective at the close of their proposed merger.
The name was chosen through a comprehensive market research process, including participation by employees of both companies worldwide, which produced several thousand proposed names.
LivaNova embodies the spirit that will infuse the new company and evokes the essence of what makes the combination unique.
Sorin and Cyberonics announced their merger plan to create a new global leader in medical technologies with a combined equity value of approximately $2.7 billion (€2.4 billion1) based on the closing price of Sorin and Cyberonics shares on 25 February.
The proposed transaction has been unanimously approved by the boards of directors of both companies.
Under the terms of the transaction, Sorin and Cyberonics will combine under a newly formed holding company, “NewCo”, which the parties will name prior to closing.
Each Cyberonics stockholder will receive one ordinary share of NewCo for every share of Cyberonics owned.
Each Sorin shareholder will receive a fixed ratio of 0.0472 ordinary shares of NewCo for every Sorin share owned.
Following completion of the transaction, assuming no withdrawal rights under Italian law are exercised by Sorin shareholders with respect to the merger, Sorin shareholders will own approximately 46 percent of NewCo, and Cyberonics shareholders will own approximately 54 percent, on a fully diluted basis.
|AstraZeneca, ZS Pharma||Nov 2015||2700||Acquisition agreement for ZS Pharma|
AstraZeneca had agreed to buy U.S biotech company ZS Pharma for $2.7 billion.
AstraZeneca, would pay $90 a share to secure ZS Pharma's proprietary technology to develop novel treatments for hyperkalaemia, or high potassium levels.
|Boehringer Ingelheim, Hikma Pharmaceuticals, Roxane Laboratories||Jul 2015||2650||Acquisition agreement for Roxane Laboratories|
Hikma Pharmaceuticals agreed to acquire Roxane Laboratories and Boehringer Ingelheim Roxane from Boehringer Ingelheim for about $2.65 billion in cash and stock.
Hikma said the deal vaults it into the sixth-largest drug company in the U.S. generics market by revenue, based on IMS Health data.
Hikma’s generics business generated $216 million in revenue last year, accounting for approximately 15% of total revenue.
The company says it has sought to grow its U.S. generics business by expanding its pipeline to include higher value, differentiated products in more niche segments.
The deal, according to Hikma, will also expand its offerings by adding Roxane’s 88 marketed products, focused on specialized segments that include oncology, respiratory, extended release, and controlled substances—as well as Roxane’s 89 R&D projects.
Roxane also has a pipeline of 89 projects in development stages—including 32 products currently filed with the FDA and 57 Paragraph IV products both filed and in development, of which 13 are first-to-file opportunities.
|AmerisourceBergen, PharMEDium||Oct 2015||2575||Acquisition agreement for PharMEDium|
AmerisourceBergen has signed a definitive agreement to purchase PharMEDium Healthcare Holdings for $2.575 billion in cash, subject to certain adjustments and on a cash-free, debt-free basis.
The acquisition is expected to be $0.22 to $0.26 accretive to the Company’s adjusted earnings per share in fiscal 2016 on a net basis, and is expected to generate approximately $30 million in synergies by fiscal 2018.
The transaction is subject to regulatory review and other customary closing conditions, and is expected to close in the first quarter of fiscal 2016, which ends December 31, 2015.
This acquisition was not contemplated in the previous guidance the Company gave for adjusted earnings per share growth in fiscal 2016 in the low teens range on a percentage basis.
Therefore, upon closing, the contribution from the acquisition will be incremental to our previous expectations.
PharMEDium is the premier provider of customized outsourced CSPs that meet specific hospital and physician clinical needs and quality standards in formulations that are not otherwise commercially available.
PharMEDium will become a part of AmerisourceBergen Drug Corporation
|AmerisourceBergen, MWI Veterinary Supply||Jan 2015||2500||Acquisition agreement for MWI Veterinary Supply|
AmerisourceBergen and MWI Veterinary Supply have entered into a definitive merger agreement for AmerisourceBergen to acquire MWI Veterinary Supply (MWI), the leading animal health distribution company in the United States.
AmerisourceBergen, through a new wholly-owned subsidiary, will make an all cash tender offer for all of the outstanding shares of MWI at a price of $190.00 per share, representing a $2.5 billion fully diluted equity value.
The $190.00 per share consideration represents an approximately 17.4% premium to the volume weighted average closing price of MWI’s common stock over the three-month period ended January 9, 2015, the last trading day prior to the announcement.
AmerisourceBergen expects to finance the transaction through a combination of cash and long-term debt.
The tender offer is conditioned on MWI’s stockholders tendering at least a majority of outstanding shares in the tender offer, clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.
The parties expect the transaction to close during the March quarter of 2015.
|Ikaria, Madison Dearborn Partners, Mallinckrodt Pharmaceuticals||Mar 2015||2300||Acquisition agreement for Ikaria|
17 April 2015
Mallinckrodt has completed its acquisition of Ikaria at a purchase price of approximately $2.3 billion.
The Ikaria acquisition extends Mallinckrodt's footprint in the hospital market and expands its reach into neonatal critical care with INOMAX (inhaled nitric oxide), a vital treatment option for a highly vulnerable patient population.
It also accelerates Mallinckrodt's rapid growth in specialty brands -- adding significant portfolio diversity with a high-value, high-margin integrated drug-device-service product offering.
5 March 2015
Mallinckrodt and Ikaria have entered into a definitive agreement under which a subsidiary of Mallinckrodt will acquire Ikaria from a Madison Dearborn-led investor group in a transaction valued at approximately $2.3 billion.
Transaction will further accelerate growth in Mallinckrodt's Specialty Brands segment; broaden and deepen its Hospital presence; and diversify its portfolio with high-value, high-margin critical care products.
Mallinckrodt International Finance has entered into debt financing commitments for amounts that, together with cash on hand, are expected to be sufficient to provide funds necessary to consummate this transaction.
Mallinckrodt expects that financing for this transaction will consist of cash on hand, borrowing under MIFSA's existing revolver and debt.
|Rimsa, Teva Pharmaceutical Industries||Oct 2015||2300||Acquisition agreement for Rimsa|
Teva Pharmaceutical Industries will acquire Representaciones e Investigaciones Médicas, S.A. de C.V. (Rimsa).
Rimsa is a leading pharmaceutical manufacturing and distribution company in Mexico, along with a portfolio of products and companies, intellectual property, assets and pharmaceutical patents in Latin America and Europe in a debt-free, cash free set of transactions, for an aggregate of $2.3 billion.
Through this acquisition, Teva will become a leading pharmaceutical company in Mexico, the second largest market in Latin America and one of the top five emerging markets globally.
Teva expects the deal will yield substantial and achievable synergies and offer a platform for growth in the region.
The company has an extensive portfolio of specialty products, including fixed-dose combination products which have fueled its growth.
Rimsa’s well-established sales footprint is expected to provide a platform for additional Teva products.
The transactions will be funded through a combination of cash on hand and lines of credit.
|Allergan, Kythera Biopharmaceuticals||Jun 2015||2100||Acquisition agreement for Kythera|
1 October 2015
Allergan has successfully completed the acquisition of Kythera Biopharmaceuticals, Inc., a company focused on the discovery, development and commercialization of novel prescription products for the medical aesthetics market.
Allergan acquired Kythera in an all-cash transaction valued at approximately $2.1 billion.
17 June 2015
Allergan will buy Kythera Biopharmaceuticals for approximately $2.1 billion.
Kythera is focused on treatments for double chins and male pattern baldness.
The deal for the Dublin-based Allergan to pay about $75 per Kythera share.
About 80 percent will be in cash and 20 percent will be in new AGN shares provided to Kythera shareholders.
Kythera’s Kybella (deoxycholic acid) injection is a treatment for double chin. It was approved by the U.S. Food and Drug Administration (FDA) on April 29, 2015. It is also being submitted for approval in Switzerland, Canada and Australia, as well as other markets.
Kythera also has a compound in early-stage development for male pattern baldness, KYTH-105 (setipiprant).
|Bristol-Myers Squibb, Cardioxyl Pharmaceuticals||Nov 2015||2070||Acquisition agreement for Cardioxyl Pharmaceuticals|
Bristol-Myers Squibb Company is acquiring Cardioxyl for up to about $2.07 billion.
Cardioxyl focuses on developing drugs for cardiovascular diseases.
As part of the deal, Bristol-Myers Squib picks up the company’s lead asset, CXL-1427, a novel nitroxyl (HNO) donor (prodrug) that is currently in Phase II trials as an intravenous treatment for acute decompensated heart failure.
The deal involves upfront and milestone payments of up to $300 million. Additional milestone payments could hit $1.775 billion.
The deal is expected to close by the end of the year.
|Hill-Rom, Welch Allyn||Jun 2015||2050||Acquisition agreement for Welch Allyn|
Welch Allyn announced that the Boards of Directors of both companies have unanimously approved a definitive agreement under which Hill-Rom will acquire Welch Allyn for approximately $2.05 billion in cash and stock.
The two companies have nearly two centuries of medical device innovation between them and will combine their unique strengths to develop new technologies that enhance outcomes for patients and their caregivers.
Welch Allyn shareholders will receive $1.625 billion in cash and approximately 8.1 million newly-issued shares of Hill-Rom common stock.
Upon the completion of the transaction, which the companies expect will occur before the end of September 2015, Welch Allyn shareholders, a group that consists of about 75 shareholders, will own approximately 13 percent of the combined company.
No single Welch Allyn shareholder will own more than approximately one percent of Hill-Rom equity.
Hill-Rom and Welch Allyn will offer a wide range of innovative solutions to a patient-centric, global customer base focused on quality and efficiency.
|EnvisionRx, Rite Aid||Feb 2015||2000||Acquisition agreement for EnvisionRx|
Rite Aid and Envision Pharmaceutical Services have entered into a definitive agreement under which Rite Aid will acquire EnvisionRx, a portfolio company of leading global private investment firm TPG, in a transaction valued at approximately $2 billion, which includes the value of an expected future tax benefit of $275 million.
Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Rite Aid will pay approximately $1.8 billion in cash and $200 million in Rite Aid stock, or approximately 27.9 million shares.
|Greatbatch, Lake Region Medical||Oct 2015||1730||Acquisition agreement for Lake Region Medical|
Greatbatch has completed the acquisition of Lake Region Medical. With combined revenues of approximately $1.5 billion and more than 9,000 Associates globally, Greatbatch becomes one of the largest medical device outsource (MDO) manufacturers in the world serving the cardiac, neuromodulation, orthopaedics, vascular, advanced surgical and portable medical markets.
Greatbatch is now able to offer a substantially more comprehensive portfolio for customers through the Greatbatch Medical, Lake Region Medical and Electrochem brands.
The company is at the forefront of innovating technologies and products that help change the face of healthcare, providing customers with a distinct advantage as they bring complete systems and solutions to market.
In turn, customers will be able to accelerate patient access to life enhancing therapies.
Greatbatch also announced its intention to rename the combined entity Integer Holdings Corporation.
Integer is defined as complete, whole, and comprehensive, and represents the joining of Greatbatch and Lake Region Medical as well as the combined company's product and service offerings provided to customers.
Greatbatch has entered into a definitive agreement to acquire Lake Region Medical for approximately $1.73 billion in cash and stock, a transformative deal that will create one of the largest medical device OEM suppliers in the world serving the cardiac, neuromodulation, vascular, orthopaedics and advanced surgical markets.
|American Medical Systems, Boston Scientific, Endo Pharmaceuticals||Aug 2015||1650||Acquisition agreement for American Medical Systems|
Endo International announced the completion of the previously announced sale of its American Medical Systems' (AMS) Men's and Prostate Health businesses to Boston Scientific for a purchase price of up to $1.65 billion, with $1.60 billion in cash having been paid by Boston Scientific to Endo at closing.
As previously announced, Endo is also eligible to receive a potential milestone payment of $50 million in cash conditioned on the achievement of certain product revenue milestones in the Men's Health and Prostate Health businesses in 2016.
|Endo International, Salix Pharmaceuticals||Mar 2015||1600||Acquisition agreement for Salix Pharmaceuticals (withdrawn)|
Endo International has submitted a proposal to the Board of Directors of Salix to acquire all of the outstanding shares of common stock of Salix Pharmaceuticals, Ltd. in a negotiated cash and stock transaction.
Based on the closing stock price of Endo on March 10, 2015, the transaction is valued at $175.00 per Salix share.
Endo believes that its cash and stock proposal would provide Salix shareholders with a substantial premium and immediate cash value, as well as the opportunity to participate in the significant upside potential of a global leader in specialty pharmaceuticals with a highly diversified platform for future growth, through a material equity component.
Endo believes that its proposal constitutes a "Superior Proposal" under the terms of Salix's Merger Agreement with Valeant Pharmaceuticals International.
If a negotiated transaction were to be agreed to with Salix, Endo anticipates that the transaction could close in the second quarter and is confident that it would obtain any regulatory and shareholder approvals.
The proposed transaction would not be subject to any financing condition.
|BioReference Laboratories, OPKO Health||Jun 2015||1470||Acquisition agreement for Bio Reference Laboratories|
OPKO HEALTH and Bio-Reference Laboratories have signed a definitive merger agreement under which OPKO will acquire Bio-Reference Laboratories.
Bio-Reference Laboratories is the third largest full service clinical laboratory in the United States and is known for its innovative technological solutions and pioneering leadership in the areas of genomics and genetic sequencing.
Under the terms of the agreement, which has been approved by the Boards of Directors of both companies, holders of BRLI common stock will receive 2.75 shares of OPKO common stock for each share of BRLI common stock.
Based on a closing price of $19.12 per share of OPKO common stock on June 3, 2015, the transaction is valued at approximately $1.47 billion, or $52.58 per share of BRLI common stock.
The Companies expect the transaction to be completed during the second half of 2015.
Closing of the transaction is subject to approval of Bio-Reference Laboratories’ shareholders and other customary conditions.
|Gores Group, Mallinckrodt Pharmaceuticals, Therakos||Sep 2015||1325||Acquisition agreement for Therakos|
Mallinckrodt has completed its acquisition of Therakos , from The Gores Group at a purchase price of approximately $1.325 billion.
The Therakos acquisition further broadens Mallinckrodt's footprint in hospitals – expanding its reach into immunotherapy through extracorporeal photopheresis (ECP) and extending the company's presence from multimodal surgical pain management and critical care respiratory therapies in neonatal intensive care units to include innovative therapies that harness the patient's own immune systems to fight disease and improve health.
The all-cash transaction is expected to be accretive by no less than $0.10 per share to Mallinckrodt's adjusted diluted fiscal 2016 earnings and increasingly accretive thereafter.
The company expects fiscal 2015 net sales for Therakos products of $185 million to $195 million , and anticipates high single-digit growth off that base going forward.
|China Traditional Chinese Medicine, Tianjiang Pharma||Jan 2015||1300||Acquisition agreement for Tianjiang Pharma 81% stake|
China Traditional Chinese Medicine will pay as much as $1.3 billion for an 81.5% stake in Jiangyin Tianjiang Pharmaceutical.
Once combined, the two companies will claim a greater than 50% share in China's concentrated TCM granules market.
China TCM, formerly known as Winteam Pharma, is a part of the sprawling state-owned China National Pharmaceutical Group Corporation (Sinopharm), which continues to hold a 40% stake in China TCM.
|Cinven, Labco||May 2015||1300||Acquisition agreement for Labco|
Cinven has agreed to acquire Labco, one of the largest European operators of medical diagnostic laboratories, from a consortium of investors, for an enterprise value of €1.2bn.
The Group, headquartered in France, operates in France, Spain, Italy, Portugal Belgium and the UK.
The Group conducts clinical tests; delivers results to prescribing doctors and patients; and provides assistance with the interpretation of clinical results through in-house laboratory doctors.
Labco also operates a large portfolio of hospital outsourcing contracts in Europe, providing services to both ambulatory care and hospitals.
|Bristol-Myers Squibb, Flexus Biosciences||Feb 2015||1250||Acquisition agreement for Flexus|
Bristol-Myers Squibb and Flexus Biosciences announced the companies have signed a definitive agreement under which Bristol-Myers Squibb will acquire all of the outstanding capital stock of Flexus, a privately held biotechnology company focused on the discovery and development of novel anti-cancer therapeutics.
The transaction has a potential total consideration of $1.25 billion, including $800 million upfront and development milestones that, upon achievement, could total up to $450 million.
The transaction has been approved by the boards of directors of both companies and by the stockholders of Flexus.
|Bristol-Myers Squibb, Promedior||Aug 2015||1250||Acquisition agreement for Promedior|
Bristol-Myers Squibb Company struck a deal worth up to $1.25 billion to acquire the rights to buy Lexington, Mass.-based Promedior Inc. and its lead product to enhance the company’s early-stage fibrosis portfolio.
Promedior’s lead candidate, PRM-151, is a recombinant form of human pentraxin-2 protein currently in Phase II development for the treatment of idiopathic pulmonary fibrosis (IPF) and myelofibrosis (MF).
Under terms of the deal, BMS will provide $150 million in an upfront payment.
The remaining money will be aggregated as consideration for both the right to acquire Promedior and as payment for services in support of the MF and IPF Phase II clinical trials.
|Kremers Urban Pharmaceuticals, Lannett||Nov 2015||1230||Acquisition agreement for Kremers Urban Pharmaceuticals|
Lannett Company has completed the acquisition of Kremers Urban Pharmaceuticals.
Lannett has acquired KU from UCB for total consideration of approximately US$1.23 billion, subject to certain adjustments, including a customary working capital adjustment, a deduction of certain reimbursable amounts payable in connection with the financing of the transaction, and a reduction for any indebtedness and unpaid transaction expenses of KU existing at closing.
In connection with the transaction, Lannett issued to UCB US$200 million senior unsecured notes along with 2.5 million warrants, which may be net settled.
UCB will also be eligible to receive contingent payments for Methylphenidate HCI ER when the product's AB rating is restored.
|Cardinal Health, Harvard Drug Group||Jun 2015||1115||Acquisition agreement for Harvard Drug Group|
Cardinal Health announced plans to acquire The Harvard Drug Group (THDG), a distributor of generic pharmaceuticals, over-the-counter medications and related products to retail, institutional and alternate care customers.
THDG is currently owned by Court Square Capital Partners. Cardinal Health will pay $1.115 billion using existing cash and new debt.
The transaction is expected to close in the beginning of fiscal year 2016 subject to regulatory approvals and other customary closing conditions.
Assuming this timing, Cardinal Health expects accretion in non-GAAP diluted earnings per share (EPS) from continuing operations of greater than $0.15 per share in fiscal 2016, net of the $0.03 to $0.04 per share of interest expense for the related debt financing.
Cardinal Health expects accretion in non-GAAP diluted EPS of more than $0.20 in fiscal 2017 and for accretion to be increasingly greater thereafter.
In addition to enhancing the company's generic pharmaceutical distribution business, the acquisition expands Cardinal Health's existing telesales programs and capabilities; broadens the company's portfolio of over-the counter pharmaceutical products; and brings specialized packaging offerings to meet the needs of hospital systems and other institutions.
|Horizon Pharma plc, Hyperion Therapeutics||Mar 2015||1100||Acquisition agreement for Hyperion Therapeutics|
30 April 2015
Horizon Pharma announced the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR") expired effective Tuesday, April 28, 2015 with respect to its proposed acquisition of Hyperion Therapeutics.
As previously announced on March 30, 2015, Horizon and Hyperion entered into a definitive merger agreement under which Horizon has commenced a tender offer for all of the outstanding shares of Hyperion at $46.00 per share in cash, representing total consideration of approximately $1.1 billion on a fully diluted basis.
The expiration of the HSR waiting period satisfies one of the conditions required to consummate the tender offer. Other closing conditions remain to be satisfied, including, among others, a minimum tender of a majority of outstanding Hyperion shares.
30 March 2015
Horizon Pharma and Hyperion Therapeutics have entered into a definitive agreement under which Horizon Pharma will acquire all of the issued and outstanding shares of Hyperion's common stock for $46.00 per share in cash or approximately $1.1 billion on a fully diluted basis.
The per share consideration represents a premium of approximately 35 percent to Hyperion's volume weighted average price for the trailing 60-days. The proposed transaction has been unanimously approved by both companies' boards of directors.
The acquisition is structured as an all cash tender offer for all the issued and outstanding shares of Hyperion common stock at a price of $46.00 per share followed by a merger in which each remaining untendered share of Hyperion common stock would be converted into the $46.00 per share cash consideration paid in the tender offer.
Horizon has entered into agreements with certain stockholders of Hyperion, including certain members of the Hyperion management team and certain funds affiliated with members of the Hyperion board of directors, pursuant to which each of these stockholders has agreed to tender the Hyperion common shares owned of record or beneficially by such stockholder, which in the aggregate represent approximately 21 percent of the outstanding Hyperion common shares as of the date of the agreements.
Closing of the transaction is subject to customary conditions, including the tender of a majority of the outstanding Hyperion shares and expiration or termination of the HSR waiting period.
It is anticipated that the transaction will close in the second quarter of 2015.
|Biosensors International, Hainan CITIC Biopharmaceutical Development||Oct 2015||1100||Acquisition agreement for Biosensors International|
3 November 2015
Citic Group agreed to buy the rest of Singapore-based medical device maker Biosensors International Group Ltd. for about S$1.1 billion ($817 million).
Citic Private Equity Funds Management Co., which already controls about 19.6 percent of Biosensors, is paying S$0.84 a share for the stock it doesn’t already own, according to a stock exchange statement today.
That price is about 24 percent higher than Biosensors’ last closing price of S$0.68.
Biosensors makes coronary stents as well as other medical devices used during heart surgery and intensive care treatment.
The Chinese private-equity firm had bought its stake in Biosensors in November 2013 from Shandong Weigao Group Medical Polymer Co. for $312.3 million, or S$1.05 per share, according to exchange filings.
27 October 2015
Citic Group offered to buy out Biosensors International, the Singapore-based medical devices company.
Biosensors is currently reviewing the offer and there is no certainty it will result in a deal, the company said in a Singapore stock exchange statement today, without specifying the size of the bid.
The offer was made by Citic Private Equity Funds Management Co., an arm of the Chinese state-backed conglomerate.
It currently owns a 20 percent stake in Biosensors, which has a market capitalization of S$1.1 billion ($787 million).
Biosensors makes coronary stents as well as other medical devices used during heart surgery and intensive care treatment.
|Concentra, Humana, Select Medical, Welsh, Carson, Anderson and Stowe||Mar 2015||1055||Acquisition agreement for Concentra|
Humana has reached a definitive agreement to sell the stock of Concentra to MJ Acquisition Corporation, a joint venture between Select Medical Holdings Corporation and Welsh, Carson, Anderson & Stowe, for approximately $1.055 billion in cash, subject to customary adjustments.
|Foundation Medicine, Roche||Jan 2015||1030||Acquisition agreement for Foundation Medicine|
Foundation Medicine and Roche enter into a broad strategic collaboration to further advance Foundation Medicine's market-leading position in molecular information and genomic analysis while providing Roche a unique opportunity to optimize the identification and development of novel treatment options for cancer patients.
Roche will invest USD 250 million in Foundation Medicine at a per share issuance price of USD 50 (5 million shares) to fund its operations and development.
In addition, Roche will commence a tender offer at a per share price of USD 50, which, when combined with Roche's direct investment in Foundation Medicine, will result in Roche owning a minimum of 52.4% and a maximum of 56.3% of Foundation Medicine on a fully diluted basis.
The offer price constitutes a 109% premium over the closing price of last Friday, January 9, 2015.
|IBM, Merge Healthcare||Aug 2015||1000||Acquisition agreement for Merge Healthcare|
IBM announced that Watson will gain the ability to “see” by bringing together Watson’s advanced image analytics and cognitive capabilities with data and images obtained from Merge Healthcare medical imaging management platform.
IBM plans to acquire Merge, a leading provider of medical image handling and processing, interoperability and clinical systems designed to advance healthcare quality and efficiency, in an effort to unlock the value of medical images to help physicians make better patient care decisions.
Merge shareholders would receive $7.13 per share in cash, for a total transaction value of $1 billion.
The closing of the transaction is subject to regulatory review, Merge shareholder approval, and other customary closing conditions, and is anticipated to occur later this year.
It is IBM’s third major health-related acquisition – and the largest – since launching its Watson Health unit in April, following Phytel (population health) and Explorys (cloud based healthcare intelligence).
|Sprout Pharmaceuticals, Valeant Pharmaceuticals||Aug 2015||1000||Acquisition agreement for Sprout Pharmaceuticals|
Valeant Pharmaceuticals and Sprout Pharmaceuticals have entered into a definitive agreement under which a wholly-owned subsidiary of Valeant will acquire Sprout, on a debt-free basis, for approximately $1 billion in cash, plus a share of future profits based upon the achievement of certain milestones.
Valeant will pay approximately $500 million, subject to customary purchase price adjustments, upon the closing of the transaction and an additional payment in the amount of $500 million, payable in the first quarter of 2016, plus a share of future profits based upon the achievement of certain milestones.
Valeant expects no impact to 2015 earnings, and moderate accretion to 2016 earnings.
|Altegra Health, Emdeon||Jul 2015||910||Acquisition agreement for Altegra Health|
Emdeon has entered into a definitive agreement to acquire Altegra Health, a national provider of technology and intervention platforms that combine data aggregation and analytics with unique member engagement and reporting capabilities to achieve actionable insights and improved management for value-based healthcare.
The acquisition will combine Altegra Health's risk adjustment and quality analytics and Emdeon's Intelligent Healthcare Network, revenue cycle management and payment solutions, enabling the delivery of innovative products designed to help customers elevate care quality, optimize financial performance and improve the member and patient experience.
Emdeon will acquire Altegra Health for approximately $910 million in cash.
Emdeon has obtained debt and equity financing commitments to support the acquisition and anticipates paying the purchase price from a combination of available cash and proceeds from new debt and equity offerings.
|GAVIS Pharmaceuticals, Lupin, Novel Laboratories||Jul 2015||880||Acquisition agreement for GAVIS Pharmaceuticals|
Lupin has entered into a definitive agreement to acquire privately held GAVIS Pharmaceuticals and Novel Laboratories (GAVIS), subject to certain closing conditions, in a transaction valued at USD 880 million, cash free and debt free.
|Aspen Holding, GlaxoSmithKline||Mar 2015||853||Disposal agreement for Aspen Pharmacare equity|
GSK has agreed to the sale of 28.2 million ordinary shares in Aspen Pharmacare Holdings at a price of ZAR 372 per share, raising gross proceeds of approximately ZAR 10.5 billion.
Following settlement of the sale, GSK will hold 28.2 million ordinary shares in Aspen, representing approximately 6.2% of the issued share capital.
GSK has undertaken not to dispose of any further shares in Aspen for a period of 180 days following completion, subject to certain limited exceptions.
The gross proceeds of the transaction are equivalent to GBP 574 million at the prevailing exchange rate on 12 March 2015.
Proceeds from the transaction will be used for general corporate purposes.
The net profit on disposal will not be included in core operating profit and core EPS in 2015 and it is expected that GSK will no longer account for Aspen as an associate going forward.
|Amicus Therapeutics, Scioderm||Sep 2015||847||Acquisition agreement for Scioderm|
Amicus Therapeutics has successfully completed its previously announced acquisition of 100% of the capital stock of Scioderm, Inc. a privately-held biopharmaceutical company focused on developing innovative therapies for treating diseases with high unmet need.
The acquisition of Scioderm strengthens Amicus' pipeline significantly with the addition of a novel, late-stage, proprietary topical cream and potential first-to-market therapy for EB (SD-101).
Excellent strategic fit with Amicus' patient-centric vision to develop and commercialize advanced therapies for devastating rare and orphan diseasesLeverages Scioderm development team's EB expertise with Amicus' global clinical infrastructure to advance SD-101 toward regulatory approvals and Amicus' commercial, patient advocacy and medical affairs infrastructure to support a successful global launch
Amicus acquired Scioderm in a cash and stock transaction.
At closing, Amicus paid Scioderm shareholders, option holders and warrant holders approximately $229 million, of which approximately $141 million was paid in cash and approximately $88 million was paid through the issuance of about 6 million newly issued Amicus shares.
Amicus has agreed to pay up to an additional $361 million to Scioderm shareholders, option holders and warrant holders upon achievement of certain clinical and regulatory milestones and $257 million to Scioderm shareholders, option holders and warrant holders upon achievement of certain sales milestones.
If SD-101 is approved, EB qualifies as a rare pediatric disease and Amicus will request a Priority Review Voucher.
If the Priority Review voucher is obtained and subsequently sold, Amicus will pay Scioderm shareholders, option holders and warrant holders the lesser of $100 million in the aggregate or 50% of the proceeds of such sale.
|Amoun Pharma, Valeant Pharmaceuticals||Jul 2015||800||Acquisition agreement for Amoun Pharmaceutical|
Valeant Pharmaceuticals International has entered into a definitive agreement under which Valeant will acquire Mercury (Cayman) Holdings, the holding company of Amoun Pharmaceutical, for consideration of approximately US$800 million, plus contingent payments.
|Pharmaq, Zoetis||Nov 2015||765||Acquisition agreement for Pharmaq|
Zoetis has completed the purchase of PHARMAQ, the global leader in vaccines and innovation for health products in aquaculture, for a price of $765 million on a debt-free basis, having fulfilled all closing requirements.
Zoetis plans to run the PHARMAQ business largely as a stand-alone operation within the company to help maintain its focus on critical customer needs and R&D milestones that will assure continued success.
|HealthSouth, Reliant Hospital Partners||Oct 2015||730||Acquisition agreement for Reliant Hospital Partners|
HealthSouth has completed its previously announced acquisition of the operations of Reliant Hospital Partners for a cash purchase price of approximately $730 million.
The acquisition expands HealthSouth's existing national network of inpatient rehabilitation hospitals with a portfolio of 11 additional inpatient rehabilitation hospitals and a total of 902 beds in Texas, Massachusetts and Ohio.
In connection with the transaction, HealthSouth expects to realize a tax benefit with an estimated net present value of approximately $150 million.
|Madison Dearborn Partners, Patterson Companies, Patterson Medical||Aug 2015||715||Acquisition agreement for Patterson Medical|
Patterson Companies has successfully completed the previously disclosed sale of its medical business to Madison Dearborn Partners (MDP).
MDP is paying Patterson Companies gross proceeds of approximately $715 million in cash.
|Amag Pharmaceuticals, Cord Blood Registry, GTCR Golder Rauner||Jun 2015||700||Acquisition agreement for Cord Blood Registry|
GTCR announced that its portfolio company Cord Blood Registry has signed a definitive agreement to be acquired by AMAG Pharmaceuticals for $700 million.
The transaction is expected to close in the third quarter upon the receipt of regulatory approvals and satisfaction of other customary conditions.
Founded in 1992, CBR is the world’s largest newborn stem cell company.
|Archer Capital, Healthe Care Australia, Luye Pharma Group||Dec 2015||688||Acquisition agreement for Healthe Care Australia|
Luye Medical Group will pay $688 million to acquire Healthe Care Australia, a chain of 17 Australian hospitals with over 1800 beds, from Archer Capital.
Luye Medical is affiliated with Luye Group, the parent company, and Luye Pharma Group, a Hong Kong listed pharmaceutical company.
After the acquisition, Luye Medical, with an established hospital operation in Australia, will provide a platform to expand into China, both with privately owned hospitals and public-private partnerships.
|Biogen, Convergence Pharmaceuticals||Jan 2015||675||Acquisition agreement for Convergence Pharmaceuticals|
Biogen Idec has agreed to acquire Convergence Pharmaceuticals.
Biogen Idec plans to leverage Convergence’s expertise in chronic pain research and clinical development to accelerate the growth of its pain portfolio.
Biogen Idec will pay Convergence shareholders an upfront payment of $200 million.
Convergence shareholders are eligible to receive additional payments up to $475 million contingent on future milestones.
Convergence will continue to operate out of Cambridge, U.K., under the leadership of its Chief Scientific Officer, Simon Tate, Ph.D.
|Merck and Co, cCAM Biotherapeutics||Jul 2015||605||Acquisition agreement for cCAM Biotherapeutics|
Merck and cCAM Biotherapeutics announced that the companies have signed a definitive agreement under which Merck will acquire cCAM Biotherapeutics, a privately held biopharmaceutical company focused on the discovery and development of novel cancer immunotherapies.
Merck, through a subsidiary, will acquire all outstanding stock of cCAM in exchange for an upfront payment of $95 million in cash.
In addition, cCAM shareholders of record are eligible to receive a total of up to $510 million associated with the attainment of certain clinical development, regulatory and commercial milestones.
|Adheron Therapeutics, Roche||Oct 2015||580||Acquisition agreement for Adheron Therapeutics|
Swiss-based Roche acquired San Francisco-based Adheron Therapeutics for up to $580 million today.
Adheron focuses on technology that disrupts cell adhesion, which has potential applications for a variety of diseases.
Its focus is Cadherin-11 (Cad-11), a surface protein found on fibroblasts in the skin and lungs, and fibroblast-like synoviocytes (FLS) found in the joints.
The company’s lead product, SDP051, is a humanized monoclonal antibody.
It has completed a Phase I clinical trial.
As part of the deal, Adheron’s shareholders will get a $105 million upfront payment in cash, and up to $475 million in potential milestone payments.
|Allergan, Naurex||Jul 2015||560||Acquisition agreement for Naurex|
Allergan have entered into a definitive agreement under which Allergan will acquire Naurex in an all-cash transaction.
Allergan will acquire Naurex for a $560 million upfront payment net of cash acquired, $460 million of which is payable upon the closing of the acquisition and $100 million of which is payable by January of 2016 (or upon the closing if the closing has not occurred by such time), as well as potential R&D success-based and sales-threshold milestone payments.
|Cipla, Exelan Pharmaceuticals||Sep 2015||550||Acquisition agreement for Exelan Pharmaceuticals|
Cipla Ltd. has agreed to buy two U.S.-based generics companies for a total of $550 million.
The acquisition is expected to help the company expand in the world’s largest pharmaceuticals market.
Cipla is entering into the all-cash deal through its U.K. arm, Cipla EU, to buy InvaGen Pharmaceuticals Inc. and Exelan Pharmaceuticals Inc., subject to regulatory approvals, the Mumbai-based pharmaceuticals company said in a press release Friday.
|Cipla, Exelan Pharmaceuticals||Sep 2015||550||Acquisition agreement for InvaGen|
Cipla Ltd. has agreed to buy two U.S.-based generics companies for a total of $550 million.
The acquisition is expected to help the company expand in the world’s largest pharmaceuticals market.
Cipla is entering into the all-cash deal through its U.K. arm, Cipla EU, to buy InvaGen Pharmaceuticals Inc. and Exelan Pharmaceuticals Inc., subject to regulatory approvals, the Mumbai-based pharmaceuticals company said in a press release Friday.
|Roche, Trophos||Jan 2015||540||Acquisition agreement for Trophos|
Roche has agreed to acquire Trophos, a privately held biotechnology company based in Marseille, France.
Trophos's proprietary screening platform generated olesoxime (TRO19622), which is being developed for SMA - a rare and debilitating genetic neuromuscular disease that is most commonly diagnosed in children.
Results from a pivotal phase II clinical trial with olesoxime in SMA showed a beneficial effect on the maintenance of neuromuscular function in individuals with Type II and non-ambulatory Type III SMA, as well as a reduction in medical complications associated with the disease. These data were first presented in April 2014 at the annual meeting of the American Academy of Neurology (AAN).
Trophos's shareholders will receive an upfront cash payment of EUR 120 million, plus additional contingent payments of up to EUR 350 million based on achievement of certain predetermined milestones.
|Lumenis, XIO Group||Jun 2015||510||Acquisition agreement for XIO Group|
Lumenis , the world's largest energy-based medical company for surgical, ophthalmology and aesthetic applications, and XIO Group jointly announced today that the merger transaction under which XIO Group will acquire Lumenis for $14.00 per share in cash, is expected to close by October 18, 2015.
Lumenis has signed a definitive agreement to be acquired by XIO Group for $14.00 per share in cash, for an aggregate purchase price of approximately $510 million.
The Board of Directors of each of Lumenis and XIO Group has approved the transaction.
|Crealta Pharmaceuticals, Horizon Pharma plc||Dec 2015||510||Acquisition agreement for Crealta Holdings|
Horizon Pharma plc has entered a definitive agreement to acquire Crealta Holdings for $510 million in cash.
The acquisition is structured as an all cash purchase with no external financing necessary.
The transaction, which has been approved by the boards of directors of both companies, is subject to the satisfaction of customary closing conditions and regulatory approvals, including antitrust approval in the United States.
It is anticipated that the transaction will close in the first quarter 2016.