M&A scorecard

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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.

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Top M&A deals of 2014 valued at over US$500m.

Partners Date Value, US$m Subject Termsheet
AstraZeneca, Pfizer Apr 2014 106000 Acquisition agreement for AstraZeneca (terminated)

19 May 2014

The Board of AstraZeneca notes the announcement by Pfizer of its final proposal, comprising £24.76 in cash (45%) and 1.747 Pfizer shares (55%) per AstraZeneca share, representing a value of £55.00 per AstraZeneca share (based on the closing price of Pfizer shares on 16 May 2014).

This proposal undervalues the Company and its attractive prospects and has been rejected by the Board of AstraZeneca.

Pfizer's letter did not provide detail about other key aspects of its proposal, several of which are of importance to the Board’s evaluation.

The Board of AstraZeneca met on 17 May 2014 and concluded that the financial terms of the Friday Proposal substantially undervalued the Company and its attractive prospects. Accordingly, the Friday Proposal was rejected.


18 May 2014

Pfizer announces its final proposal to combine the two companies.

This is the fourth proposal Pfizer has made and Pfizer believes that this final proposal provides a clear basis for AstraZeneca to extend the period for making a firm offer under the Code and to meaningfully engage with Pfizer.

On 16 May 2014, Pfizer sent a letter to the Chairman of AstraZeneca setting forth the terms and basis of an improved proposal with an indicative value of £53.50, comprising 1.845 shares in the combined entity and 2,157 pence per AstraZeneca share.

In response, AstraZeneca indicated that its board believes that Pfizer's £53.50 proposal substantially undervalues the company.

During discussions earlier today, AstraZeneca made clear that it is not currently prepared to accept a price close to Pfizer’s £53.50 proposal.

An edited copy of the 16 May letter will be filed with the SEC and is attached as an Appendix to this announcement.

Pfizer confirms that it will not make a hostile offer directly to AstraZeneca shareholders and will only proceed with an offer with the recommendation of the board of directors of AstraZeneca6.


2 May 2014

Revised offer: AstraZeneca shareholders would receive, for each AstraZeneca share, 1.845 shares in the combined company and 1,598 pence in cash, representing an indicative value of £50.00 ($84.47) per share.


28 April 2014

Pfizer confirmed that it previously submitted a preliminary, non-binding indication of interest to the board of directors of AstraZeneca in January 2014 regarding a possible merger transaction.

After limited high-level discussions, AstraZeneca declined to pursue negotiations.

The discussions were discontinued on 14 January 2014 and Pfizer then ceased to consider a possible transaction.

In light of recent market developments, Pfizer contacted AstraZeneca on 26 April 2014 seeking to renew discussions in order to develop a proposal that could be recommended by both companies to their shareholders. AstraZeneca again declined to engage.

Pfizer is currently considering its options with respect to AstraZeneca.

Pfizer’s previous proposal made to the board of AstraZeneca on 5 January 2014 included a combination of cash and shares in the combined entity which represented an indicative value of £46.61 ($76.62)1 per AstraZeneca share and a substantial premium of approximately 30% to AstraZeneca’s closing share price of £35.86 on 3 January 2014.

Actavis, Allergan Nov 2014 66000 Acquisition agreement for Allergan

Actavis and Allergan have entered into a definitive agreement under which Actavis will acquire Allergan for a combination of $129.22 in cash and 0.3683 Actavis shares for each share of Allergan common stock.

Based on the closing price of Actavis shares on November 14, 2014, the transaction is valued at approximately $66 billion, or $219 per Allergan share.

The combination will create one of the top 10 global pharmaceutical companies by sales revenue, with combined annual pro forma revenues of more than $23 billion anticipated in 2015.

The transaction has been unanimously approved by the Boards of Directors of Actavis and Allergan, and is supported by the management teams of both companies.

Actavis anticipates that the expected permanent financing structure, consisting of a combination of new equity and debt, will support an investment grade rating and provide long-term financing flexibility.

Abbvie, Shire Pharmaceuticals Jun 2014 54000 Acquisition agreement for Shire (terminated)

21 October 2014

The dream is officially over for the $55 billion marriage between American biotech AbbVie (ABBV) and smaller Irish firm Shire Pharmaceuticals.

If approved by shareholders, the failed deal will cost AbbVie around $1.6 billion, the third largest breakup fee in financial history.


16 October 2014

AbbVie has recommended that shareholders reject the deal.

The takeover, a so-called “tax inversion,” was clearly affected a decision made by the Irish government Monday to scuttle such tax perks, as well as pressure from the Treasury Department.

Should AbbVie shareholders take the recommendation and turn down the transaction, AbbVie will pay a $1.64 billion break-up fee.


18 July 2014

Shire Shareholders will be entitled to receive: for each Shire Share: £24.44 in cash and 0.8960 New AbbVie Shares.

The Transaction will create a well-positioned and focused specialty biopharmaceutical company, with sustainable leadership positions within areas of unmet need, including immunology, rare diseases, neuroscience, metabolic diseases and liver disease (HCV) and multiple emerging oncology programs.

Immediately following the Transaction, Shire Shareholders are expected to hold New AbbVie Shares representing approximately 25 per cent.

of the issued share capital of New AbbVie, thus offering Shire Shareholders the ability to participate in the future prospects of the Combined Group.

AbbVie Stockholders are expected to hold New AbbVie Shares representing approximately 75 per cent. of the issued share capital of New AbbVie.

AbbVie expects the Transaction to be accretive to AbbVie's adjusted EPS1 in the first year following completion, growing to above $1.00 per share by 2020, with material ongoing


14 July 2014

Shire announces that following discussions with AbbVie, Shire requested and has received a further revised proposal from AbbVie on 13 July 2014 (the “Revised Proposal”).

The Revised Proposal comprises £24.44 in cash and 0.8960 shares of new AbbVie per Shire share. Based on the AbbVie share price on 11 July 2014, AbbVie’s Revised Proposal has an indicative value of £53.20 per Shire share.

Under the Revised Proposal, Shire shareholders would own approximately 25 per cent of the combined new AbbVie.

The Board of Shire has indicated to AbbVie that it would be willing to recommend an offer at the level of the Revised Proposal to Shire shareholders subject to satisfactory resolution of the other terms of the offer.

Accordingly, the Board is in detailed discussions with AbbVie in relation to these terms.


08 July 2014

Shire buyout, AbbVie boosted its premium offer by 11% this morning, bringing the total to a bit more than $51 billion.

The revised proposal includes £22.44 in cash and 0.8568 ordinary shares of "New AbbVie" for each share of Shire ($SHPG).

The Fourth Proposal represents an indicative value of £51.15 as of July 7, 2014.


20 June 2014

Shire notes the announcement made by AbbVie and confirms that on 30 May 2014, Shire received an unsolicited and highly conditional proposal from AbbVie regarding a possible cash and share offer for Shire.

This Proposal has been rejected.

The Proposal comprised £20.44 in cash and 0.7988 AbbVie shares per Shire share.

The Proposal involved a new US listed holding company with a UK tax domicile.

Covidien, Medtronic Jun 2014 42900 Acquisition agreement for Covidien

4 December 2014

Chinese regulatory authorities have signed off on the planned $43 billion merger between Medtronic and Covidien, a major milestone as both companies push to conclude the transaction by end of the 2015 1st quarter.


10 October 2014

Covidien as of the close of business on October 9, 2014, the Company’s issued share capital, excluding treasury shares, consisted of 452,620,558 ordinary shares, par value US$0.20 per share (the “Ordinary Shares”).

The International Securities Identification Number (ISIN) of the Ordinary Shares is IE00B68SQD29.

The Company confirms that, as of the close of business on October 9, 2014, there were outstanding 1,628,200 restricted share units (the “Restricted Share Units”) and 13,061,618 options to purchase Ordinary Shares (the “Share Options”) granted by the Company.


29 September 2014

Medtronic is likely to try to renegotiate the structure and terms of its $42.9 billion deal to buy Ireland's Covidien in response to new U.S. tax rules, according to people familiar with the situation.

The U.S. Treasury this week reduced the ease and benefits of U.S. companies buying foreign rivals so they can move their tax domicile abroad, a practice known as inversion.

Concerns that U.S. companies were using the strategy to avoid paying taxes spurred the action.


9 September 2014

A person interested in 1% or more of any relevant securities in the Covidien plc (the “Company”) may have disclosure obligations under Rule 8.3 of the Irish Takeover Rules.

This requirement will continue until the offer period ends.


14 July 2014

Covidien confirms that, as of the close of business on July 11, 2014, the Company’s issued share capital, excluding treasury shares, consisted of 451,716,767 ordinary shares, par value US$0.20 per share (the “Ordinary Shares”).

The Company also confirms that, as of the close of business on July 11, 2014, there were outstanding performance share units (the “Performance Share Units”) entitling holders to receive up to a maximum of 2,207,292 Ordinary Shares upon vesting, assuming satisfaction of the applicable performance criteria at maximum performance.


15 June 2014

Medtronic and Covidien have entered into a definitive agreement under which Medtronic has agreed to acquire Covidien in a cash-and-stock transaction valued at $93.22 per Covidien share, or a total of approximately $42.9 billion, based on Medtronic's closing stock price of $60.70 per share on June 13, 2014.

Once the transaction is completed, Medtronic will have significantly advanced its position as the world's premier medical technology and services company.

The combined company will have a comprehensive product portfolio, a diversified growth profile and broad geographic reach, with 87,000 employees in more than 150 countries.

The Boards of Directors of both companies have unanimously approved the transaction.

Each outstanding ordinary share of Covidien will be converted into the right to receive $35.19 in cash and 0.956 of an ordinary share of Medtronic plc.

Actavis, Forest Laboratories Feb 2014 28000 Acquisition agreement for Forest Laboratories

01 July 2014

Actavis has completed the acquisition of Forest Laboratorie in a cash and equity transaction currently valued at approximately $28 billion.


30 June 2014

Actavis and Forest Laboratories announced the preliminary results of the elections made by stockholders of Forest regarding their preference as to the form of merger consideration they will receive in connection with Actavis' pending acquisition of Forest.

Subject to regulatory approval and other customary closing conditions, the closing of the acquisition is expected to be effective on July 1st, 2014.


18 June 2014

Actavis announced that, at shareholder meetings held today, all proposals related to Actavis' planned acquisition of Forest were approved by both Actavis' and Forest's shareholders.


18 April 2014

Actavis and Forest Laboratories, each received a request for additional information from the Federal Trade Commission in connection with Actavis' pending acquisition of Forest.

The information request was issued under notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976.


18 February 2014

Actavis and Forest Laboratories have entered into a definitive agreement under which Actavis will acquire Forest for a combination of cash and equity valued at approximately $25 billion or $89.48 per Forest share ($26.04 in cash and 0.3306 Actavis shares for each share of Forest common stock).

If successfully completed, the transaction will combine two of the world's fastest-growing specialty pharmaceutical companies, with combined annual revenues of over $15 billion anticipated for 2015.

The combined company will have an approximately $2 billion CNS franchise; Gastroenterology (GI) and Women's Health franchises valued at approximately $1 billion each; a Cardiovascular franchise that generates approximately $500 million; and Urology and Dermatology/Established Brand franchises approaching $500 million a year in sales each.

The proposed transaction has been unanimously approved by the Boards of Directors of Actavis and Forest.

Merck KGaA, Sigma-Aldrich Sep 2014 17000 Acquisition agreement for Sigma Aldrich

8 December 2014

Sigma-Aldrich Corporation stockholders voted to adopt the previously announced merger agreement providing for the acquisition of Sigma-Aldrich by Merck KGaA, Darmstadt, Germany at a special meeting of stockholders.

Sigma-Aldrich stockholders also approved, on an advisory, non-binding basis, compensation that may become payable to named executive officers as a result of the acquisition.


Sep 22, 2014

Merck KGaA agreed to buy Sigma-Aldrich for $17 billion in cash to expand in chemicals used in research labs and pharmaceutical manufacturing and reduce its dependence on drug development.

Merck will pay $140 a share, 37 percent more than Sigma-Aldrich’s closing price on Sept. 19.

Sigma-Aldrich will add to Merck’s earnings immediately, according to the statement.

Merck’s shares jumped the most in more than nine months in Frankfurt.

The purchase will accelerate Merck’s shift away from developing pharmaceuticals at a time when its Serono biotechnology business has struggled to create new products.

Sigma-Aldrich shareholders will vote on the transaction at a special meeting, and the deal is expected to close in mid-2015, Merck said.

The purchase values Sigma-Aldrich, excluding net debt, at about 19.9 times earnings before interest, taxes, depreciation and amortization for the past 12 months, compared with a median multiple of 9.5 times in specialty chemicals acquisitions of $100 million or more in the past five years.

Biomet, Zimmer Apr 2014 13350 Acquisition agreement for Biomet

Zimmer Holdings and Biomet announced that their respective Boards of Directors have approved a definitive agreement under which Zimmer will acquire Biomet in a cash and stock transaction valued at approximately $13.35 billion.

The transaction, which is subject to customary closing conditions and regulatory approvals, is expected to close in the first quarter of 2015.

The merger of Zimmer and Biomet will position the combined company as a leader in the $45 billion musculoskeletal industry and is aligned with Zimmer's strategic framework, which focuses on growth, operational excellence and prudent capital allocation.

Becton Dickinson, CareFusion Oct 2014 12200 Acquisition agreement for CareFusion

BD and CareFusion announced a definitive agreement under which BD will acquire CareFusion for $58.00 per share in cash and stock, or a total of $12.2 billion, to create a global leader in medication management and patient safety solutions.

The agreement has been unanimously approved by the Boards of both companies.

The combination of the two companies' complementary product portfolios will offer integrated medication management solutions and smart devices, from drug preparation in the pharmacy, to dispensing on the hospital floor, administration to the patient, and subsequent monitoring.

The combination will improve the quality of patient care and reduce healthcare costs by addressing unmet needs in hospitals, hospital pharmacies and alternate sites of care to increase efficiencies, reduce medication administration errors and improve patient and healthcare worker safety.

In addition, the Company will have solid positions in patient safety to maximize outcomes in infection prevention, respiratory care, and acute care procedural effectiveness.

CareFusion shareholders will receive $49.00 in cash and 0.0777 of a share of BD for each share of CareFusion, or a total of $58.00 per CareFusion share based on BD's closing price as of October 3, 2014.

The transaction is subject to regulatory and CareFusion shareholder approvals and customary closing conditions, and is expected to close in the first half of calendar year 2015.

Upon closing, BD shareholders will own approximately 92 percent of the combined company and CareFusion shareholders will own approximately 8 percent.

Cubist Pharmaceuticals, Merck and Co Dec 2014 9500 Acquisition agreement for Cubist

19 December 2014

Merck is commencing, through a subsidiary, a cash tender to purchase all outstanding shares of common stock of Cubist Pharmaceuticals.

Upon the successful closing of the tender offer, stockholders of Cubist will receive $102.00 in cash for each share of Cubist common stock validly tendered and not properly withdrawn in the offer, without interest and less any required withholding taxes.

Following the purchase of shares in the tender offer, Cubist will become a wholly owned subsidiary of Merck.


06 December 2014

Merck and Cubist Pharmaceuticals have entered into a definitive agreement under which Merck will acquire Cubist for $102 per share in cash, which represents a 35 percent premium to Cubist’s average stock price for the most recent five trading days.

Unanimously approved by the boards of directors of both companies, the transaction has an equity valuation of $8.4 billion and will also include $1.1 billion in net debt (based on projected cash balances) and other considerations for a total transaction value of approximately $9.5 billion.

Cubist complements Merck’s strategy and the global initiative Merck launched last year, particularly in the area of sharpening its commercial focus on key therapeutic areas that have the potential to deliver the greatest return on investment.

With the company’s long-standing leadership in anti-infectives as well as its customer-focused operating model, Merck identified the hospital acute care segment as one of the company’s key priority areas in which it believes it can have the greatest impact in addressing significant unmet medical needs while delivering the greatest value to customers and society.

InterMune, Roche Aug 2014 8300 Acquisition agreement for Intermune

Roche announced the acquisition of Brisbane, California biotech company InterMune, Inc. for a cash transaction totaling $8.3 billion.

Based on a price of $74.00 per share, the merger has been approved by the boards of both companies.

InterMune focuses on developing and commercializing therapies in pulmonology and orphan fibrotic diseases.

The acquisition of InterMune would strength Roche’s portfolio of respiratory drugs.

Under the merger deal, Roche will start a tender offer non later than August 29, 2014 and InterMune will file a statement of recommendation to shareholders.

Meda, Mylan Laboratories Apr 2014 6700 Acquisition agreement for Meda (proposed)
Covance, Laboratory Corporation of America Nov 2014 6100 Acquisition agreement for Covance

Laboratory Corporation of America will acquire Covance for $6.1 billion.

Covance is a contract research organization (CRO) that provides services for drug development and animal testing.

Both companies’ boards have approved the deal.

Covance shareholders will receive $75.76 in cash and 0.2686 shares of LabCorp for each Covance share.

The deal will allow LabCorp a larger international audience, as well as access to significant clinical trial support business.

Revenue is expected to be broken down as 32 percent from managed care, 29 percent from pharmaceutical and biotech companies, 22 percent from commercial clients, 12 percent from Medicare/Medicaid, and 5 percent from private patients.

Mallinckrodt Pharmaceuticals, Questcor Pharmaceuticals Apr 2014 5800 Acquisition agreement for Questcor Pharmaceuticals

15 August 2014

Mallinckrodt has completed its acquisition of Questcor Pharmaceuticals in a cash and stock transaction valued at approximately $5.8 billion.


14 August 2014

Mallinckrodt and Questcor Pharmaceuticals jointly announced that all proposals necessary for Mallinckrodt's acquisition of Questcor were approved by Mallinckrodt's and Questcor's shareholders at each company's respective shareholder meeting held today.


7 April 2014

Mallinckrodt and Questcor Pharmaceuticals have entered into a definitive merger agreement under which Mallinckrodt will acquire Questcor in a transaction valued at approximately $5.6 billion.

The transaction was unanimously approved by the Boards of Directors of both companies.

Questcor shareholders will receive $30.00 per share in cash and 0.897 Mallinckrodt shares for each share of Questcor common stock they own, for a total approximate consideration of $86.10 per Questcor share.

Following completion of the merger, Mallinckrodt shareholders will own approximately 50.5% and former Questcor shareholders will own approximately 49.5% of the combined company's stock.

Based on the closing price of Mallinckrodt and Questcor on April 4, 2014, the total per share consideration represents a premium of approximately 27% per share over Questcor's stock price, and a premium of approximately 33% over Questcor's trailing 20-trading-day volume-weighted average price.

Allergan, Valeant Pharmaceuticals Apr 2014 5380 Acquisition agreement for Allergan (proposed)

18 June 2014

Valeant Pharmaceuticals has commenced an exchange offer for the common stock of Allergan, taking its May 30th proposal directly to Allergan stockholders.

Allergan stockholders would be able to elect to exchange each of their Allergan shares for $72.00 in cash and 0.83 Valeant common shares, or an amount of cash, or a number of Valeant common shares, in each case subject to proration.

The amount of the all cash and all stock elections would be determined prior to the expiration of the exchange offer and would be set so that the implied value of all three elections would be the same based on the average closing prices of the Valeant common shares during an averaging period described in the offering documents.

Valeant expects to complete a second-step merger promptly following the consummation of the exchange offer in order to acquire the remaining Allergan shares.


09 June 2014

Allergan shareholders have told activist investor William Ackman, who along with Valeant Pharmaceuticals is trying to buy Botox maker Allergan that they would support a deal at $180 per share.

The days after Ackman met with investors, May 30, Valeant raised its offer to include $72 in cash for a per share value of about $177 and a total value of more than $53 billion.

In that offer, Ackman agreed to take only Valeant stock, freeing up Valeant to offer more cash to other shareholders.


02 June 2014

At the Special Meeting, Allergan stockholders would be asked to remove a majority of the Company’s existing directors in connection with Valeant Pharmaceuticals International and Pershing Square’s previously announced unsolicited proposal to acquire all of the outstanding shares of the Company for a combination of 0.83 of Valeant common shares, $72.00 in cash per share of common stock of the Company, and a Contingent Value Right (CVR) related to DARPin sales (the “Re-Revised Proposal”) and request that new directors be appointed.


02 June 2014

Valeant Pharmaceuticals on Monday prepared to take its $53.8 billion takeover bid for Allergan directly to the Botox maker's shareholders, and ally Pershing Square called for a meeting to turn over the target company's board.

Pershing Square Chief Executive Officer Bill Ackman, whose hedge fund owns 9.7 percent of Allergan, said in a conference call with Valeant CEO Mike Pearson that he had requested a special meeting that could take place as early as Aug. 7.


28 May 2014

Increases Cash Consideration by $10.00 per share to $58.30, approximately 21 Percent Increase.

Maintains 0.83 of a Valeant share.

Adds Contingent Value Right for DARPin of up to $25.00 per Share in Value.


15 May 2014

Allergan announced that its Board of Directors has unanimously rejected the unsolicited proposal announced by Valeant Pharmaceuticals on April 22, 2014.

After a comprehensive review, conducted in consultation with its financial and legal advisors, the Allergan Board concluded that the Proposal substantially undervalues Allergan, creates significant risks and uncertainties for the stockholders of Allergan, and is not in the best interests of the Company and its stockholders.


22 April 2014

Valeant Pharmaceuticals has submitted a merger proposal to the Board of Directors of Allergan under which each Allergan share would be exchanged for $48.30 in cash and 0.83 shares of Valeant common stock, based on the fully diluted number of Allergan shares outstanding.

Shareholders will be able to elect a mix of cash and shares.

The proposal represents a substantial premium based on Allergan's unaffected price of $116.63 on April 10, 2014, the day before Pershing Square Capital Management L.P. ("Pershing Square") crossed the 5% Schedule 13D ownership level and commenced its rapid accumulation program.

Allergan shareholders will own 43% of the combined company and thereby continue to participate in the expected value creation of the combined company.

Pershing Square, Allergan's largest shareholder with a 9.7% stake in Allergan, has agreed to elect only stock consideration in the transaction and intends to remain a significant long-term shareholder of the combined company.

Omega Pharma, Perrigo Nov 2014 4500 Acquisition agreement for Omega Pharma

Perrigo Company announced today that it will acquire Belgium-based Omega Pharma for $4.5 billion.

Perrigo develops, manufactures and distributes over-the-counter and generic prescription drugs, nutritional products and active pharmaceutical ingredients.

Omega is an over-the-counter healthcare company that operates in 35 countries across Europe and certain emerging markets.

The deal is a mix of cash and equity valued at $4.5 billion.

Perrigo will purchase Omega’s equity for €2.48 billion and take on €1.1 billion in debt.

Twenty-five percent of the equity purchase price will be funded by Perrigo stock, about 5 million shares, going directly to Coucke, and 75 percent will be funded via a combination of cash and debt.

J.P. Morgan Chase Bank, N.A. and Barclays have provided Perrigo with a €1.75 billion bridge.

The transaction has been unanimously approved by both companies’ boards and is expected to close in the first quarter of 2015.

Idenix Pharmaceuticals, Merck and Co Jun 2014 3850 Acquisition agreement for Idenix Pharmaceuticals

5 August 2014

Merck announced the successful completion of the tender offer for all of the outstanding shares of common stock of Idenix Pharmaceuticals at a purchase price of $24.50 per share.

As of the tender offer expiration yesterday, 131,693,787 shares of common stock of Idenix were validly tendered and not withdrawn from the tender offer, representing approximately 82.5 percent of the outstanding common stock of Idenix on a fully diluted basis.

All of such shares have been accepted for payment in accordance with the terms of the tender offer, and Merck expects to promptly pay for all such shares.


20 June 2014

Merck is commencing today, through a subsidiary, a cash tender offer to purchase all outstanding shares of common stock of Idenix Pharmaceuticals.

On June 09, 2014, Merck announced its intent to acquire Idenix.

Upon the successful closing of the tender offer, stockholders of Idenix will receive $24.50 in cash for each share of Idenix common stock validly tendered and not validly withdrawn in the offer, without interest and less any required withholding taxes.

Idenix will become a wholly-owned subsidiary of Merck.


09 June 2014

Merck and Idenix Pharmaceuticals announced that the companies have entered into a definitive agreement under which Merck will acquire Idenix for $24.50 per share in cash.

The transaction, which values the purchase of Idenix at approximately $3.85 billion, has been approved by the boards of directors of both companies.

Idenix is a biopharmaceutical company engaged in the discovery and development of medicines for the treatment of human viral diseases, whose primary focus is on the development of next-generation oral antiviral therapeutics to treat hepatitis C virus (HCV) infection.

Galderma, Loreal, Nestle Feb 2014 3600 Acquisition agreement for Galderma

Nestle paid $3.6 billion yesterday to take full control of Galderma, the dermatology business that revives skin.

The maker of treatments for acne and psoriasis, Galderma will become part of a new division known as Nestle Skin Health SA, with a brand stable ranging from prescription drugs to over-the-counter soaps and sunscreens for skin, hair and nails.

It’s the latest push by Nestle into health care, a sector that promises faster growth and wider profit margins than the Swiss company’s main food business.

Nestle, which bought the half of the venture it didn’t own from partner L’Oreal SA, (OR) is banking on full control to help the unit revive its performance.

Avanir Pharmaceuticals, Otsuka, Otsuka America Pharmaceutical Dec 2014 3500 Acquisition agreement for Avanir Pharmaceuticals

Otsuka Pharmaceutical announced an agreement with Avanir Pharmaceuticals, in which Otsuka America, acquires Avanir for USD 3.5 billion in an all-cash tender offer.

Abbott Laboratories, CFR Pharmaceuticals May 2014 3330 Acquisition agreement for CFR Pharmaceuticals

26 September 2014

Abbott has acquired control of CFR Pharmaceuticals, more than doubling its Latin American branded generics pharmaceutical presence and further expanding the company's presence in fast-growing markets.

Through purchase of the controlling interest and tender offers described below, Abbott indirectly acquired more than 99 percent of CFR's ordinary shares for approximately $2.9 billion.


24 September 2014

Abbott announced the expiration of the tender offer for the purchase from U.S. holders of the ordinary shares of CFR Pharmaceuticals and for the purchase from all holders, wherever resident, of CFR's outstanding American Depositary Shares. The offer was not conditioned on the receipt of any minimum number of ordinary shares or American Depositary Shares being tendered.


16 May 2014

Abbott announced a definitive agreement to acquire Latin American pharmaceutical company CFR Pharmaceuticals.

Abbott will acquire the holding company that indirectly owns approximately 73 percent of CFR Pharmaceuticals and will conduct a public cash tender offer for all of the outstanding shares of CFR.

Assuming all publicly-held shares are tendered, the total purchase price would be approximately $2.9 billion, plus the assumption of net debt of approximately $430 million.

This acquisition immediately establishes Abbott among the top 10 pharmaceutical companies in Latin America, further broadening Abbott's geographic presence across the region.

Abbott will commence a tender offer to purchase all the outstanding shares of CFR Pharmaceuticals following necessary regulatory approvals. Abbott plans to fund the transaction with cash on the balance sheet.

Tornier, Wright Medical Oct 2014 3300 Acquisition agreement for Tornier

Wright Medical Group and Tornier have entered into a definitive merger agreement under which Wright and Tornier will combine in an all stock transaction with a combined equity value of approximately $3.3 billion.

Under the terms of the agreement, which has been unanimously approved by the boards of directors of both Wright and Tornier, each outstanding share of Wright common stock will be exchanged for 1.0309 ordinary shares of Tornier.

Wright shareholders will own approximately 52% of the shares of the combined company on a fully diluted basis and Tornier shareholders will own approximately 48%.

For Tornier shareholders, the exchange ratio implies a per share value for Tornier that represents a 28% premium to Tornier's closing share price on October 24, 2014, the last trading day prior to the parties entering into the agreement.

Following the closing of the transaction, the combined company will conduct business as Wright Medical Group and will leverage the global strengths of both product brands as a pure play Extremities-Biologics business.

The combined company will have its U.S. headquarters in Memphis, TN, where Wright's current headquarters is located. Wright Medical Group will be led by Robert Palmisano, who will become president and chief executive officer of the combined company.

Daiichi Sankyo, Ranbaxy Laboratories, Sun Pharmaceutical Apr 2014 3200 Acquisition agreement for Ranbaxy Laboratories

07 April 2014

Sun Pharmaceutical agreed to buy competitor Ranbaxy Laboratories for $3.2 billion from Japan’s Daiichi Sankyo, which paid 61 percent more for the company five years ago.

Ranbaxy investors will get 0.8 share in Sun for every one of their shares, or about 457 rupees.

Daiichi Sankyo, which owns 63.5 percent of Ranbaxy, paid 737 rupees a share in 2008.

Ranbaxy would give Sun control over the competitor’s pipeline of generic products and help it expand in markets including Russia and Brazil.

The company also needs to resolve production problems that led the Food and Drug Administration to ban four Ranbaxy plants from exporting to the U.S.

The deal will also give Sun Pharma access to three major products that Ranbaxy has tentative FDA approval to sell in the U.S.: generics of Novartis’s blockbuster Diovan, AstraZeneca’s Nexium and Roche’s Valcyte.

Since Ranbaxy was first to file applications for the three products, it’s entitled to 180 days of exclusivity if given final FDA clearance.

Ranbaxy’s products include the generic version of Pfizer’s cholesterol-lowering drug Lipitor.

Meda, Rottapharm-Madaus Jul 2014 3000 Acquisition agreement for Rottapharm-Madaus

31 July 2014

The acquisition of the Italian specialty pharma company Rottapharm has been completed.

The total purchase price amounts to SEK 21.2 billion.


10 October 2014

Meda has entered into a definitive agreement to acquire Rottapharm¦Madaus.

Rottapharm is an Italian company owned by the Rovati family, for a consideration of SEK 21.2 billion (€2.275 billion) on a cash and debt free basis.

The consideration will comprise SEK 15.3 billion (€1.643 billion) in cash, 30 million Meda shares corresponding to a value of SEK 3.3 billion (€357 million) and a non-contingent deferred payment in January 2017 of SEK 2.6 billion (€275 million).

Following completion of the transaction, the Rovati family will own 9% of Meda.

Aptalis Pharma, Forest Pharmaceuticals Jan 2014 2900 Acquisition agreement for Aptalis Pharmaceutical

03 February 2014

Forest Laboratories announced the completion of its acquisition of Aptalis.

The companies will begin combined operations today, with Aptalis operating as a subsidiary of Forest Laboratories.

The acquisition of Aptalis strengthens Forest’s gastrointestinal franchise in the U.S. and Canada, complements its growing cystic fibrosis business in Europe, and creates a cystic fibrosis business in the U.S. market.


8 January 2014

Forest Laboratories has entered into a definitive agreement to acquire Aptalisfor $2.9 billion in cash from its shareholders.

The acquisition, which requires review by anti-trust authorities in the US and Canada, is expected to be accretive to Forest’s FY2015 non-GAAP EPS.

Forest intends to acquire Aptalis from its shareholders for $2.9 billion in cash.

Forest expects to use a combination of cash on hand and debt to fund the transaction.

Forest has secured commitment for a $1.9 billion bridge facility.

Cosmo Pharmaceuticals, Salix Pharmaceuticals Jul 2014 2700 Merger agreement between Salix Pharmaceuticals and Cosmo Pharmaceuticals (terminated)

03 October 2014

Salix Pharmaceuticals made a joint announcement that they had terminated a previously announced merger agreement priced at $2.7 billion.

The merger was a tax inversion deal and the end of the bid is likely the result of changes in the U.S. tax code related to these types of mergers.


19 August 2014

Salix Pharmaceuticals has received notice of the early termination of the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to its previously announced combination transaction with Cosmo Pharmaceuticals.


09 July 2014

Salix Pharmaceuticals and Cosmo Pharmaceuticals announced a definitive merger agreement under which Salix will combine with Cosmo Technologies.

Salix will become a wholly-owned subsidiary of Irish domiciled Cosmo Tech, which will change its name to Salix Pharmaceuticals, plc and is expected to have its ordinary shares listed and traded on the NASDAQ Global Select Market.

The transaction is expected to be modestly accretive to Salix’s earnings per share in 2016 and increasingly accretive thereafter.


08 July 2014

Salix Pharmaceuticals and Cosmo Pharmaceuticals announced a definitive merger agreement under which Salix will combine with Cosmo Technologies Limited, a subsidiary of Cosmo.

Under the terms of the agreement, Salix will become a wholly-owned subsidiary of Irish domiciled Cosmo Tech, which will change its name to Salix Pharmaceuticals, plc and is expected to have its ordinary shares listed and traded on the NASDAQ Global Select Market.

The transaction is expected to be modestly accretive to Salix’s earnings per share in 2016 and increasingly accretive thereafter.

Salix Pharmaceuticals, plc will own Cosmo’s U.S. patents for rifamycin MMX, methylene blue MMX and Uceris, and have specified rights of negotiation with respect to all products Cosmo or its affiliates seek to develop or commercialize in the U.S.

In addition, Salix Pharmaceuticals, plc will acquire Cosmo’s patents for rifamycin MMX in Canada, specified Latin American countries, India, China, Japan and the rest of the Far East, excluding Australia and New Zealand, and Cosmo’s patents for Uceris in Japan.

Upon completion of the merger, shareholders of Salix are expected to own slightly less than 80% of the ordinary shares of Salix Pharmaceuticals, plc and Cosmo is expected to own slightly more than 20%.

Shareholders of Salix will receive one ordinary share of Salix Pharmaceuticals, plc in exchange for each share of Salix Pharmaceuticals, Ltd common stock they own at closing.

In connection with the merger, Cosmo will continue to supply Uceris to Salix and will also supply rifamycin MMX and methylene blue MMX.

Additionally, Cosmo will have the right to designate one director to serve on the board of directors of Salix Pharmaceuticals, plc and will be subject to certain standstill provisions for at least 10 years following the completion of the merger.

The transaction, which will be taxable to Salix’s shareholders, is expected to close in the fourth quarter of 2014.

In connection with the transaction, Salix will also receive certain rights and protections under a Right of Negotiation and Non-Compete Agreement, which will: (1) give Salix a right of first negotiation with respect to all future products Cosmo or its affiliates seek to market in the U.S. in the GI space, and (2) prohibit Cosmo from competing directly with the combined company in the GI space in the U.S.

These terms will apply as long as Cosmo is entitled to designate a director to serve on the board of directors of Salix Pharmaceuticals, plc.

Auxilium Pharmaceuticals, Endo International Sep 2014 2600 Acquisition agreement for Auxilium Pharmaceuticals

09 October 2014

Endo International have signed an agreement to merge.

Endo will purchase all outstanding shares of Auxilium common stock for $33.25 per share in a cash and stock transaction.

The deal is valued at $2.6 billion and has been approved by the boards of both companies.

Endo is a global specialty healthcare company that develops, manufactures, and commercializes branded and generic drugs and devices.

Auxilium is a specialty biopharmaceutical company with a portfolio of 12 approved products, including edex, Osbon ErecAid, and STENDRA for erectile dysfunction, and XIAFLEX for the treatment of Peyronie’s disease.


22 September 2014

Auxilium Pharmaceuticals rejected a $2.2 billion bid for the company from Ireland-based specialty healthcare company Endo International plc (ENDP), saying the proposal undervalues the company and is not superior to a competing merger offer from Canadian drugmaker QLT Inc. (QLTI).


17 September 2014

Auxilium Pharmaceuticals will review an unsolicited $2.2 billion takeover bid from Endo International.

But the board adopted a shareholder-rights or "poison pill" plan to deflect a hostile takeover attempt, and many analysts argued Endo will have to pay more to win Auxilium.

Amsurg, Sheridan Healthcare May 2014 2350 Acquisition agreement for Sheridan Healthcare

AMSURG and Sheridan Healthcare announced that their respective Boards of Directors have unanimously approved a definitive agreement under which AMSURG will acquire Sheridan Healthcare in a cash and stock transaction valued at approximately $2.35 billion.

The transaction, which is subject to customary closing conditions and regulatory approvals, is expected to close in the third quarter of 2014.

AMSURG and Sheridan expect the combination to create a unique business model that will better meet critical needs for physicians, health systems, communities and payers.

Sheridan Healthcare, a leading national provider of multi-specialty outsourced physician services to hospitals, ambulatory surgery centers (ASCs) and other healthcare facilities, is the country’s number one provider of anesthesiology services and the number two provider of children’s services, with strong operations in radiology and emergency medicine services as well.

Danaher, Nobel Biocare Sep 2014 2200 Acquisition agreement for Nobel Biocare

Danaher has entered into a definitive transaction agreement with Nobel Biocare Holding pursuant to which Danaher will commence a tender offer for all publicly held registered shares of Nobel Biocare in an all-cash transaction valued at approximately $2.2 billion.

The deal is expected to widen Danaher's market presence in the global dental industry and allow Nobel Biocare to accelerate its strategic objectives and future growth.

Danaher will commence a voluntary all-cash public tender offer of CHF 17.10 per Nobel Biocare share to purchase all of Nobel Biocare's publicly held registered shares.

The offer prospectus is expected to be published on or around October 1, 2014 and the offer period during which Nobel Biocare shareholders may tender their registered shares is expected to start on or around October 16, 2014.

Headquartered in Zurich, Switzerland, Nobel Biocare is a world leader and pioneer in the field of innovative implant-based dental restorations and currently serves customers in 80 markets globally.

The Company's portfolio of solutions includes dental implant systems, high-precision individualized prosthetics, biomaterials and digital diagnostics, treatment planning and guided surgery.

In 2013, Nobel Biocare generated annual revenues of EUR 567 million (approximately $750 million based on 2013 calendar year-end exchange rates).

Steris Corporation, Synergy Health Oct 2014 1900 Acquisition agreement for Synergy Health

STERIS and Synergy Health announced that STERIS is commencing a "recommended offer" under U.K. law to acquire Synergy in a cash and stock transaction valued at £19.50 ($31.35) per Synergy share, or a total of approximately $1.9 billion, based on STERIS's closing stock price of $56.38 per share on October 10, 2014.

The combined business (New STERIS) will have approximately $2.6 billion in annual revenues from over 60 countries, approximately 14,000 employees, and will bring together geographically complementary businesses.

For medical device manufacturers, STERIS's Isomedix and Synergy's Applied Sterilization Technologies (AST) will create a leading global supplier to best serve medical device Customers with a network of 58 facilities covering 18 countries.

For hospitals, the combination of STERIS's Infection Prevention and Services businesses with Synergy's Hospital Sterilization Services will strengthen the breadth and depth of the offering, accelerating the development of hospital sterilization outsourcing worldwide.

Genentech, Seragon Pharmaceuticals Jul 2014 1725 Acquisition agreement for Seragon Pharmaceuticals

Genentech has entered into a definitive agreement to acquire Seragon Pharmaceuticals.

With this acquisition, Genentech obtains rights to Seragon’s entire portfolio of investigational next-generation oral selective estrogen receptor degraders (SERDs) for the potential treatment of hormone receptor-positive breast cancer.

Genentech will make an upfront cash payment of $725 million, plus additional contingent payments of up to $1 billion based on achievement of certain predetermined milestones.

The closing of the transaction is subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act.

The transaction is expected to close in the third quarter of 2014.

Once the transaction is completed, Seragon’s portfolio will be integrated into Genentech Research and Early Development.

Alios Biopharma, Johnson & Johnson Sep 2014 1700 Acquisition agreement for Alios BioPharma

Johnson & Johnson announced that it has officially acquired Alios BioPharma for $1.7 billion in cash.

The acquisition will come with Alios’ portfolio of potential therapeutics for viral infections, including AL-8176, an orally administered antiviral therapy currently in Phase 2 studies for the treatment of respiratory syncytial virus.

The closing of the deal is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act, but it is projected to close by the end of the fourth quarter of 2014.

Advent International, Avista Capital Partners, Kremers Urban Pharmaceuticals, UCB Nov 2014 1525 Acquisition agreement for Kremers Urban Pharmaceuticals (terminated)

December 2014

Advent International and Avista Capital Partners have mutually agreed to terminate their acquisition agreement, previously announced on November 7, 2014, pursuant to which Advent and Avista would have acquired UCB's US specialty generics subsidiary, Kremers Urban Pharmaceuticals, for gross cash proceeds of US$1,525 million.

The decision to terminate the acquisition agreement was primarily driven by an unexpected conflict in the timing for the acquisition (including the financing) and the regulatory process previously announced by KU on November 14, 2014.


November 2014

UCB Group is selling Kremers Urban Pharmaceuticals, to two private equity firms, Advent International and Avista Capital Partners, for $1.525 billion.

Kremers Urban is UCB’s U.S.-based specialty generic subsidiary.

As part of the deal, UCB will receive gross cash proceeds of $1.525 billion.

The company indicates it will use the money to cut debt and increase its strategic investment and strengthen its research and develipment pipeline.

Arthrocare, Smith & Nephew Feb 2014 1500 Acquisition agreement for ArthroCare

29 May 2014

Smith & Nephew announces the completion of the acquisition of ArthroCare Corporation.

The purchase price was $48.25 per share paid in cash, translating into an enterprise value of approximately $1.5 billion.


23 May 2014

British anti-trust regulators approved the $1.7 billion acquisition of ArthroCare by Smith & Nephew.


11 April 2014

Smith & Nephew has agreed to pay $12 million to settle a shareholder lawsuit blocking its $1.7 billion acquisition of ArthroCare ($ARTC), according to a SEC filing.


14 March 2014

Smith & Nephew announces that it and ArthroCare Corporation have received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with Smith & Nephew's pending acquisition of ArthroCare.

The early termination of the waiting period under the Hart-Scott-Rodino Act satisfies one of the conditions for consummation of the transaction.


03 February 2014

Smith & Nephew announces the execution of a definitive agreement to acquire medical device company ArthroCare for $48.25 per ArthroCare share in cash, a total consideration of approximately $1.7 billion.

In resection, the combination of ArthroCare’s latest generation of radio frequency (RF) technology and Smith & Nephew’s strong mechanical blade portfolio gives customers greater choice.

In joint repair, ArthroCare’s shoulder anchor innovation strongly complements our strength in knee repair, forming an extensive, integrated portfolio.

The purchase price of $48.25 per ArthroCare share, or total consideration of $1.7 billion (enterprise value of $1.5 billion net of cash in ArthroCare).

It will be financed from Smith & Nephew’s debt facilities and cash balances, including the existing $1 billion revolving credit facility and a new two-year $1.4 billion term loan facility.

The term loan has been underwritten by Barclays and J.P. Morgan.

Actavis, Forest Pharmaceuticals, Furiex Pharma Apr 2014 1500 Acquisition agreement for Furiex Pharmaceuticals

02 July 2014

Furiex today also announced that it has received notice of clearance of the proposed merger from the Ukrainian Antimonopoly Committee.


30 May 2014

Forest Laboratories has won U.S. antitrust approval to buy Furiex Pharmaceuticals.


28 April 2014

Forest Laboratories and Furiex Pharmaceuticals has entered into a definitive agreement to acquire Furiex for $95 per share, or approximately $1.1 billion in cash,

Also up to $30 per share (approximately $360 million in aggregate) in a Contingent Value Right (CVR) that may be payable based on the status of eluxadoline, Furiex’s lead product, as a controlled drug following approval.

The acquisition is subject to receipt of customary regulatory approvals and approval by Furiex shareholders.

The terms of the merger agreement provide for Forest to pay $95 per share to Furiex shareholders.

In addition, Forest agreed to make additional payments to Furiex shareholders that are contingent upon achievement of certain designations following FDA review.

If the optimal CVR milestone is realized, the combined cash and CVR consideration payable in the proposed transaction will be $125 per share, or approximately $1.5 billion in the aggregate.

Forest expects to use cash on hand to fund the acquisition of Furiex.

Actavis has consented to Forest’s acquisition of Furiex and supports the transaction.

Cadence Pharmaceuticals, Mallinckrodt Pharmaceuticals Feb 2014 1400 Acquisition agreement for Cadence Pharmaceuticals

19 March 2014

Mallinckrodt announced the successful completion of its acquisition of Cadence Pharmaceutical for total consideration of approximately $1.4 billion.

Mallinckrodt expects that the acquisition will be immediately accretive to its fiscal year 2014 adjusted diluted earnings per share, and significantly accretive to its fiscal year 2015 adjusted diluted earnings per share.


11 February 2014

Mallinckrodt have entered into a definitive agreement to acquire all outstanding shares of Cadence Pharmaceuticals for $14.00 per share in cash or approximately $1.3 billion on a fully diluted basis.

It represents a 32% premium to the trailing 30-trading-day volume weighted average price (VWAP) of $10.62 per share for Cadence Pharmaceuticals, Inc.

Mallinckrodt expects the acquisition will be immediately accretive to its fiscal year 2014 adjusted diluted earnings per share, and significantly accretive to its fiscal year 2015 adjusted diluted earnings per share.

Cadence Pharmaceuticals is a biopharmaceutical company focused on commercializing products principally for use in the hospital setting.

Following the completion of the transaction, Cadence Pharmaceuticals, Inc. shares will be delisted from NASDAQ.

Mallinckrodt plc has entered into debt financing commitments with affiliates of Deutsche Bank Securities Inc. that, together with cash on hand, are expected to provide the funds necessary to consummate the acquisition.

Mallinckrodt expects that the financing for the transaction will be a senior secured term loan facility.

Cooper Companies Inc, Sauflon Pharmaceuticals Jul 2014 1200 Acquisition agreement for Sauflon Pharmaceuticals

6 August 2014

The Cooper Companies announced that effective August 6, 2014, it has completed its previously announced acquisition of Sauflon Pharmaceuticals for a purchase price of approximately $1.2 billion.

Additional details will be provided on Cooper's third quarter 2014 earnings call on September 4, 2014 and at its 2014 Analyst Day on September 11, 2014.

In conjunction with the transaction, Cooper also announced it has closed a $700 million 3-year Senior Unsecured Term Loan which matures August 4, 2017.


1 July 2014

The Cooper Companies to acquire Sauflon Pharmaceuticals.

Sauflon is a European manufacturer and distributor of soft contact lenses and solutions, in a transaction valued at approximately $1.2 billion.

Sauflon forecasts revenue of approximately $210 million for its fiscal year ending October 31, 2014, up approximately 22% year-over-year.

The transaction is subject to regulatory approval and is anticipated to close prior to fiscal year end, October 31, 2014.

Excluding one-time charges and deal-related amortization, the transaction is expected to be accretive to earnings per share in fiscal 2015.

The acquisition will be financed with off-shore cash and credit facilities.

Royal Philips Electronics, Volcano Corp Dec 2014 1200 Acquisition agreement for Volcano

Royal Philips and Volcano have entered into a definitive merger agreement. Pursuant to the agreement, Philips will commence a tender offer to acquire all of the issued and outstanding shares of Volcano for USD 18.00 per share, or a total equity purchase price of USD 1 billion (approx. EUR 800 million), to be paid in cash upon completion.

The board of directors of Volcano has unanimously approved the transaction and recommends the offer to its shareholders.

The transaction is expected to close in the first quarter of 2015.

The acquisition will create a strategically and financially compelling combination that will provide higher growth, additional operating leverage through more productive sales operations, and enhance commercialization opportunities in new, adjacent segments.

Philips will drive operational performance improvements through cost synergies and the implementation of proven productivity improvement methodologies such as Lean.

As a result, the transaction is expected to be accretive to Philips' reported earnings per share by 2017, and Philips targets an EBITA margin for its image-guided therapy business group of around 20% by 2017.

The transaction is structured as a cash tender offer by Philips for all of the issued and outstanding shares of Volcano, to be followed by a merger in which each share of Volcano not tendered in the tender offer will be converted into the USD 18.00 per share price paid in the tender offer.

Pursuant to the merger agreement, the transaction is subject to customary closing conditions, including certain regulatory clearances in the US and in certain non-US jurisdictions.

The tender offer is not subject to any financing conditions. Philips intends to finance the acquisition through a combination of cash on hand and the issuance of debt.

Beijing Jialin Pharmaceutical, Luye Pharma Group Aug 2014 989 Acquisition agreement for Luye Pharma

28 October 2014

Luye Pharma of Yantai will purchase the 42% of Beijing Jialin Pharma it does not already own for $390 million.

In August, Luye announced it would pay $599 million to acquire an initial 58% stake in Beijing Jialin, a company focused on cardiovascular and cancer drugs.

In 2013, Beijing Jialin reported $180 million of revenue and net profit of $41 million.

The total purchase price of $989 million is 24 times Jialin's 2013 profit.


29 August 2014

Luye Pharma of China will pay $599 million to acquire a 58% stake in Beijing Jialin Pharmaceutical Co., a company that makes drug products for cardiovascular diseases and cancer.

In 2013, Jialin produced $185 million of revenue.

According to Luye, the deal will add to its portfolio of cardiovascular drugs and broaden its sales network.

Cinven, Medpace Feb 2014 915 Acquisition agreement for Medpace

Cinven announced a majority investment in Medpace, a leading contract research organisation, for a total consideration of US$915 million plus certain cash inflows relating to the period of ownership, acquired from CCMP Capital Advisors, LLC.

BioMarin Pharmaceutical, ProSensa Nov 2014 840 Acquisition agreement for Prosensa

BioMarin Pharmaceutical and Prosensa Holding have entered into a definitive agreement in which BioMarin will offer to purchase all of the outstanding ordinary shares of Prosensa for $17.75 per share, for a total up front consideration of approximately $680 million.

In addition, two approximately $80 million contingent milestones are payable for the approval of drisapersen in the U.S. no later than May 15, 2016 and Europe no later than February 15, 2017, respectively.

BioMarin will offer to acquire all of Prosensa’s issued and outstanding ordinary shares and all ordinary share equivalents in an all cash transaction for $17.75 per share for an upfront purchase price of approximately $680 million.

Prosensa shareholders may also receive two regulatory milestone payments of approximately $80 million for receiving approval in the U.S. no later than May 15, 2016 and in Europe no later than February 15, 2017, respectively.

In addition, within 5 business days of signing the purchase agreement BioMarin will purchase from Prosensa a $50 million convertible note.

If the transaction fails to close for any reason, the note will automatically convert into 4,395,914 shares of Prosensa’s stock.

The transaction is expected to be accounted for as a business combination.

BioMarin will maintain operations at Prosensa’s headquarters, based in Leiden, The Netherlands and integrate Prosensa personnel from that office.

The acquisition will provide BioMarin with worldwide rights to multiple orphan-drug candidates, including drisapersen, which is currently under rolling review as part of a New Drug Application (NDA) with the Food and Drug Administration.

Prosensa’s pipeline is comprised of several potential products that leverage their proprietary RNA-modulating technology platform for the treatment of various genotypes of Duchenne muscular dystrophy and other genetic disorders.

Nordion, Sterigenics Mar 2014 826 Acquisition agreement for Nordion

6 August 2014

Sterigenics International announced it has completed its $826 million acquisition of Nordion.


11 July 2014

Nordion announced that on July 10, 2014 the Federal Trade Commission terminated the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) with respect to Sterigenics’ proposed acquisition of Nordion and the Canadian Competition Bureau issued a no-action letter pursuant to the Competition Act.

The receipt of a no-action letter confirms that the Commissioner of Competition does not intend to challenge the proposed acquisition.

The termination of the HSR Act waiting period and the receipt of a no-action letter pursuant to the Competition Act (Canada) satisfy closing conditions of the proposed acquisition.

The transaction remains subject to certain closing conditions, including approval under the Investment Canada Act, and is expected to close in the second half of calendar 2014.


09 June 2014

Nordion have approved the special resolution authorizing the previously announced plan of arrangement (the "Arrangement") providing for the acquisition by Sterigenics of all Nordion's outstanding shares for cash consideration of US$13.00 per share.

The Arrangement resolution required the approval of 66 2/3% of the votes cast by Shareholders present in person or represented by proxy at the Annual and Special Meeting of Shareholders.


02 June 2014

Nordion has entered into a second amendment to the previously announced definitive agreement with Sterigenics providing that, among other things, shareholders of Nordion will now be entitled to a cash consideration of US$13.00 per share upon closing of the proposed acquisition by Sterigenics of all the issued and outstanding common shares of Nordion.

Although a clear majority of Nordion shareholders supported Sterigenics’ all-cash acquisition proposal at US$12.25 per share, there did not appear to be sufficient shareholder support to approve the transaction based on voting results available following the May 30, 2014 proxy voting deadline.

The Arrangement is now valued at approximately US$805 million and will be funded using a combination of new debt facilities and equity financing, both of which are fully committed, Sterigenics’ cash on hand and a portion of Nordion’s cash on hand.


28 March 2014

Nordion has entered into a definitive agreement to be acquired by Sterigenics.

Pursuant to this Arrangement Agreement, shareholders will receive an aggregate cash consideration of US$11.75 per share.

Upon closing of this transaction, Nordion will operate as a standalone company within Sterigenics and will continue to operate under the Nordion name.

The total transaction is valued at approximately US$727 million and will be funded using a combination of new debt facilities and equity financing, both of which are fully committed, Sterigenics's cash on hand, and a portion of Nordion's cash on hand.

Labrys Biologics, Teva Pharmaceutical Industries Jun 2014 825 Acquisition agreement for Labrys Biologics

21 July 2014

Teva Pharmaceutical Industries announced the successful completion of the acquisition of Labrys.

The acquisition of Labrys brings to Teva LBR-101, a fully humanized monoclonal antibody that binds to calcitonin gene-related peptide (CGRP), which is currently in Phase IIb clinical trials for prevention of chronic and episodic migraine.

Teva’s acquisition of LBR-101 complements the recent acquisition of ZECUITY, a novel iontophoretic patch that delivers sumatriptan via the skin for the acute treatment of migraine, and positions Teva to compete for leadership in the treatment and prevention of migraine.

Additionally, the growing migraine franchise forms part of a strategic expansion of Teva’s overall CNS portfolio, in addition to a number of products in development for a broad range of pain states and in particular a large development program in the field of potential abuse deterrent opioids.


3 June 2014

Teva Pharmaceutical Industries announced that Teva has entered into a definitive agreement to acquire Labrys, broadening Teva’s array of biotechnology assets and capabilities.

Teva will acquire Labrys for $200 million in upfront payment in cash at closing as well as up to $625 million in contingent payments upon achievement of certain pre-launch milestones.

Potential peak sales for LBR-101 are estimated to reach $2 to $3 billion.

Insight Pharmaceuticals, Prestige Brands Apr 2014 750 Acquisition agreement for Insight Pharmaceuticals

3 September 2014

Prestige Brands Holdings announced that it has closed the previously announced acquisition of Insight Pharmaceuticals.


25 April 2014

Insight Pharmaceuticals is acquired by Prestige Brands Holdings for $750 million.

Insight expanded its product portfolio of OTC women’s health and personal care products, adding high profile brands e.p.t, the leading home pregnancy testing brand, and MONISTAT, the #1 brand in the vaginal anti-fungal category.

Bristol-Myers Squibb, iPierian Apr 2014 725 Acquisition agreement for iPierian

Bristol-Myers Squibb Company and iPierian announced that Bristol-Myers Squibb has acquired iPierian.

iPierian is a privately held biotechnology company focused on the discovery and development of new treatments for Tauopathies, a class of neurodegenerative diseases associated with the pathological aggregation of Tau protein in the human brain.

The acquisition gives Bristol-Myers Squibb full rights to iPierian’s lead asset IPN007.

IPN007 is an innovative preclinical monoclonal antibody that represents a promising new approach to treat progressive supranuclear palsy (PSP) and other Tauopathies, and has the potential to commence Phase 1 clinical trials by early 2015.

Genetically defined diseases, such as PSP, are caused by a known change in the genome. Knowledge of this genomic change is then used to design a therapeutic approach aimed precisely at that molecular defect, such as the anti-Tau antibody for PSP.

Bristol-Myers Squibb has acquired all of iPierian’s issued and outstanding shares of capital stock and all common stock equivalents in an all cash transaction for a purchase price of $175 million, with the potential for additional development and regulatory milestone payments totaling $550 million, along with future royalties on net sales.

The transaction is expected to be accounted for as an asset acquisition for Bristol-Myers Squibb resulting in a $175 million charge during the second quarter of 2014.

Alvogen, Pamplona Capital Management Apr 2014 700 Acquisition agreement for Alvogen

Pamplona Capital Management has acquired a majority stake in pharmaceutical company Alvogen, who themselves are headquartered in Luxembourg.

The news has been announced on the Alvogen website as well as by various news sources.

While the terms and value of the deal are undisclosed, Private Equity News has reported the deal is worth close to $700million, while Pamplona has stated that the current Chief Executive of Alvogen, Robert Wessman, will continue to manage the business operations.

CorePharma, Impax Laboratories, Tower Holdings Oct 2014 700 Acquisition agreement for Tower Holding

Impax Laboratories announced that it is acquiring Tower Holdings.

The deal includes subsidiaries CorePharma and Amedra Pharmaceuticals, and Lineage Therapeutics.

The deal is for $700 million in cash.

Impax is a specialty pharmaceutical company that has a successful generic component that targets high-value solid oral and alternative dosage from Abbreviated New Drug Applications (ANDA), and a branded business component focused on developing CNS products.

The generic division is Global Pharmaceuticals.

The acquired companies bring a portfolio of commercial products, including Albenza, seven complementary generic products for the treatment of invasive tapeworm infections, and a pipeline of 5 approved generic products that are not yet on the market.

In addition, 11 regulatory applications are awaiting approval and 35 more products are at various stages of development.

This pipeline of 50 or more products represents potential U.S. annual sales of $10.7 billion.

Amag Pharmaceuticals, Lumara Health Sep 2014 675 Acquisition agreement for Lumara Health

AMAG Pharmaceuticals is acquiring women’s health company Lumara Health for $675 million.

The deal is for $600 million in cash and $75 in stock with a potential additional $350 million based on sales milestones.

Once the deal is closed, Lumara’s commercial operations will operate as a separate business unit within AMAG.

AMAG markets Feraheme (ferumoxytol) Injection and MuGard Mucoadhesive Oral Wound Rinse in the U.S. Lumara focuses on women’s health and markets Makena (hydroxyprogesterone caproate injection).

In February 2011 Lumara was granted 7-year orphan drug exclusivity by the FDA.

Makena is used to decrease the risk of premature birth in women who have already had one premature baby.

Makena is a big seller, with sales in the last 12 months ending on August 31 of more than $130 million, which is reportedly a 72 percent increase over the same period in the previous year.

Actavis, Durata Therapeutics Oct 2014 675 Acquisition agreement for Durata Therapetics

3 November 2014

Actavis and Durata Therapeutics announced that the U.S. Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR") with respect to Actavis' pending acquisition of Durata.


6 October 2014

Actavis and Durata Therapeutics have inked a definitive merger agreement.

Under the deal, a subsidiary of Actavis will begin a tender offer to buy all outstanding share of Durata common stock for $23.00 per share in cash, or about $675 million.

Durata focuses on infectious disease treatments and other acute illnesses.

In particular, Durata sells DALVANCE (dalbavancin), an injectable antibiotic for acute bacterial skin and skin structure infections (ABSSSI).

Baring Private Equity Asia, Bushu Pharmaceuticals, Tokio Marine Capital Nov 2014 668 Acquisition agreement for Bushu Pharmaceuticals

Baring Private Equity Asia said on Monday it has agreed to buy Japanese drugmaker Bushu Pharmaceuticals, valued at 77.3 billion yen ($668 million), from Tokio Marine Capital.

Bushu is a leading pharmaceutical contract manufacturing organisation (CMO) in Japan.

Horizon Pharma Inc, Horizon Pharma plc, Vidara Therapeutics Mar 2014 660 Acquisition agreement for Vidara Therapeutics

22 September 2014

Horizon Pharma has completed the acquisition of Vidara Therapeutics.

In connection with the acquisition, Horizon and Vidara have combined with the resulting parent company incorporated in Ireland and named Horizon Pharma Public Limited Company, or plc.

Stockholders of Horizon Pharma received one ordinary share of Horizon Pharma plc in exchange for each share of Horizon Pharma common stock they owned at closing.


16 April 2014

Horizon Pharma has received notice of the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, in connection with its proposed acquisition of Vidara Therapeutics.


19 March 2014

Horizon Pharma and Vidara Therapeutics International have entered into a definitive agreement under which Horizon Pharma will acquire Vidara through a reverse merger for stock and cash valued at approximately $660 million.

Horizon Pharma plc will be the name of the resulting company.

Horizon Pharma will be organized under the laws of Ireland with a portfolio of four products marketed primarily in the United States.

The proposed transaction has been unanimously approved by both companies' boards of directors.

Vidara will combine with Horizon Pharma with approximately 74 percent of Horizon Pharma plc's ordinary shares to be exchanged for Horizon Pharma's common shares, with Horizon surviving the merger.

The shareholders of Vidara will retain approximately 26 percent of Horizon Pharma plc and receive $200 million in cash, subject to certain adjustments.

Acadia Healthcare, Partnerships in Care Jun 2014 660 Acquisition agreement for Partnerships in Care

Acadia Healthcare to acquire Partnerships in Care (PiC) for approximately $660 million in cash.

PiC is the second largest independent provider of inpatient behavioral healthcare services in the United Kingdom, operating 23 inpatient psychiatric facilities with over 1,200 beds.

For 2013, PiC produced revenue of approximately $285 million and adjusted EBITDA of approximately $75 million.

Acadia has received a commitment from Bank of America Merrill Lynch regarding financing of the transaction.

It is expected that Acadia will seek a combination of equity and long-term debt financing in lieu of a portion or all of the drawings under the bridge loans available in the committed financing, subject to market and other conditions.

Acadia expects to complete the transaction on July 1, 2014.

Chelsea Therapeutics, Lundbeck May 2014 659 Acquisition agreement for Chelsea Therapeutics

24 June 2014

Lundbeck has completed its acquisition of Chelsea Therapeutics Internationalfor USD 6.44 per share in cash and non-transferable contingent value rights that may pay up to an additional USD 1.50 per share upon achievement of certain sales milestones, in each case without interest and subject to any required withholding of taxes.

Chelsea became a wholly-owned indirect subsidiary of Lundbeck, and shares of Chelsea common stock will no longer be listed on the NASDAQ Capital Market.


23 June 2014

H. Lundbeck announced the completion of the tender offer by its wholly owned indirect subsidiary, Charlie Acquisition Corp., to purchase all of the outstanding shares of Chelsea Therapeutics International common stock for USD 6.44 per share in cash.

And non-transferable contingent value rights (CVRs) that may pay up to an additional USD 1.50 per share upon achievement of certain sales milestones, in each case without interest and subject to any required withholding of taxes.

The tender offer expired at 12:00 midnight, New York City time, on 20 June 2014, and was not extended.


06 June 2014

Chelsea Therapeutics International announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the previously announced Agreement and Plan of Merger, dated as of May 7, 2014.


23 May 2014

H. Lundbeck announced that it has commenced a tender offer to purchase all outstanding shares of Chelsea Therapeutics International for USD 6.44 per share in cash and CVRs that may pay up to an additional USD 1.50 per share upon achievement of certain sales milestones.

The tender offer is being made by Charlie Acquisition Corp, a wholly-owned indirect subsidiary of Lundbeck, pursuant to the previously announced merger agreement between the companies.


08 May 2014

Lundbeck and Chelsea Therapeutics International have entered into a definitive agreement under which Lundbeck will acquire Chelsea.

Lundbeck will commence a tender offer for all outstanding shares of Chelsea, whereby Chelsea stockholders will be offered an upfront payment and contingent value rights (CVRs), representing a total potential consideration of up to USD 7.94 per share, or USD 658 million (approximately DKK 3.5 billion) on a fully diluted basis.

The total potential consideration represents an attractive premium of 59% over the closing price of Chelsea shares on 7 May 2014.

Consideration includes USD 6.44 per share in cash, or approximately USD 530 million (approximately DKK 2.8 billion) on a fully diluted basis, as well as CVRs that may pay up to a total of an additional USD 1.50 upon achievement of certain commercial milestones related to NORTHERA's commercial performance in the period 2015-2017.

The proposed upfront per-share price represents a premium of approximately 29% over Chelsea's closing price of USD $5.00 on 7 May 2014.

The transaction will allow Lundbeck to leverage its expertise in rare neurologic disorders in the U.S. through the upcoming launch of NORTHERA, which was approved by the FDA on 18 February 2014 for the treatment of symptomatic neurogenic orthostatic hypotension (NOH).

Aspen Investment, Vivus May 2014 640 Acquisition agreement for Vivus (Proposed)

Vivus is the subject of a buyout rumor this morning that appears to have more legs.

It is being reported that Aspen Investments, which could have an almost 10% stake in Vivus already, is set to offer $640 million for Vivus.

It is said that the offer will be conditional and non-binding.

It is anticipated that the offer will be submitted to the Vivus Board of Directors by June 13, 2014.

There are several things here for investors to consider.

First and foremost is that an offer has not yet been made.

At the moment, all that we have for information is that Aspen Investment is considering the submission of an offer.

Gamida Cell, Novartis May 2014 635 Acquisition agreement for Gamida Cell

19 August 2014

Gamida Cell has signed an investment and option agreement with Novartis Pharma.

Novartis will invest $35 million in Gamida Cell and in return will receive 15% equity and an option to fully acquire Gamida Cell.

The option is exercisable for a limited period of time following achievement of certain milestones connected to the development of NiCord, anticipated to be met during 2015.

Completion of the transaction is subject to customary closing conditions.

Upon exercising the Option, Novartis would pay the other shareholders in Gamida Cell (the Sellers) cash payments of approximately $165 million, in accordance with the terms of the Agreement.

Sellers will be entitled to potential future payments which can reach a total of $435 million, depending on certain development and regulatory milestones and on sales of Gamida Cell's products.


18 August 2014

Plans for Novartis AG (NVS) to acquire Israeli-company Gamida Cell are back on the table.

In a reported multi-step deal, subject to a several milestones, shareholders in Gamida Cell reported to the Tel Aviv Stock Exchange (TASE) that Gamida was in negotiations with a pharmaceutical company for an investment and option agreement.

In May of this year, Novartis backed out of a $600 million transaction to acquire Gamida. The deal was valued at $200 to $300 million in cash and several hundred million more in milestone payments.


1 May 2014

Novartis had been in talks to acquire Gamida Cell for $200-300 million cash with the potential for a further three hundred million dollars in milestone payments and royalties.

Sources inform “Globes” that Novartis decided not to approve the deal.

It is not clear what is Novartis’s reason for pulling out of the deal.

Novartis had never publicly acknowledged that there were talks in the first place, although they had signed a memorandum of understanding including the exact financial conditions of the deal.

The main casualties of the decision were Gamida Cell’s shareholders – Elbit Medical (30%) and Clal Biotechnology (22%).

Espirito Santo Saude, Fosun Pharmaceutical Oct 2014 607 Acquisition agreement for Espirito Santo Saude

Fosun International has won a takeover battle for a 51% stake Espirito Santo Saude.

It is a Portuguese chain of hospitals, clinics and nursing homes.

Fosun upped its bid to $607 million, raising the price 4% from its previous offer of 4.82 euros per share to 5.01. Fosun's latest bid narrowly tops the 5 euro offer from UnitedHealth of the US, one of Fosun's chief rivals in the drama.

The competition between bidders underscores the desire of investors to own hospital assets.

Dava Pharmaceuticals, Endo International Jun 2014 600 Acquisition agreement for DAVA Pharmaceuticals

06 August 2014

Endo International has completed the acquisition of DAVA Pharmaceuticals for $575 million in cash, with additional cash consideration of up to $25 million contingent on the achievement of certain sales milestones.

The DAVA portfolio is well-positioned for continued strong financial performance with its existing commercial products and attractive near-term pipeline, and is a natural fit with Endo's U.S. generics business.


24 June 2014

Endo International to acquire DAVA Pharmaceuticals for $575 million in cash, with additional cash consideration of up to $25 million contingent on the achievement of certain sales milestones.

The acquisition enhances Endo's attractive commercialization and development platform and is expected to be immediately accretive to Endo's 2014 adjusted earnings per share (EPS).

Merz, Ulthera Jun 2014 600 Acquisition agreement for Ulthera

29 July 2014

Merz and Ulthera have finalized a transaction for Merz to acquire the global medical device company.

This acquisition, valued at up to $600 million in upfront cash and milestone payments, is the largest in Merz’s history.

It represents an important strategic milestone for the company as Merz continues to establish itself as a global leader in the area of aesthetics.


27 June 2014

Merz and Ulthera have entered a definitive merger agreement, pursuant to which Merz will acquire global medical device company Ulthera.

A deal which will accelerate Merz’s growth in the aesthetics area and expand the company’s portfolio of treatment options in facial aesthetics.

Merz and Ulthera have entered a definitive merger agreement pursuant to which Merz will acquire Ulthera, a global medical device company focused on developing and commercializing technologies for aesthetic and medical applications using its therapeutic ultrasound platform technology.

Valued at up to $600 million in upfront cash and milestone payments, the acquisition is the largest in Merz’s history.

Alere, Alere Health, Optum Oct 2014 600 Acquisition agreement for Alere Health

Optum and Alere today announced that Optum has entered into a definitive agreement to acquire Alere Health and its subsidiaries, which provide leading condition management, case management, wellbeing, wellness and women’s and children’s health services to more than 200 regional and local health plans, 89 Fortune 500 employers and 29 states.

Alere Health’s services are offered to more than 22 million people across the U.S.

The $600 million cash transaction is subject to customary regulatory approval and other closing conditions.

Such conditions for Alere include consent of the required lenders under Alere’s senior secured credit facility. The transaction does not require the approval of Alere’s shareholders.

Quest Diagnostics, Solstas Lab Partners Jan 2014 570 Acquisition agreement for Solstas Lab Partners

Quest Diagnostics has entered into a definitive agreement under which Quest will acquire Solstas Lab Partners Group and its subsidiaries (Solstas) for a total transaction value of approximately $570 million.

Solstas is a portfolio company of Welsh, Carson, Anderson and Stowe, a private-equity firm specializing in information/business services and healthcare businesses.

Solstas is a full-service commercial laboratory company based in Greensboro, North Carolina

Andromeda Biotech, Clal Biotech, Hyperion Therapeutics Apr 2014 570 Acquisition agreement for Andromeda Biotech

12 June 2014

Hyperion Therapeutics has completed its acquisition of Andromeda Biotech.

The acquisition broadens Hyperion's pipeline to include DiaPep277, a potentially first-in-class immunotherapy for new onset Type 1 diabetes.

DiaPep277 is currently being evaluated in a fully enrolled confirmatory Phase 3 clinical study in adult patients, with results anticipated in the first quarter of 2015.


24 April 2014

Hyperion Therapeutics has entered into a definitive agreement under which it will acquire Andromeda Biotech, subsidiary of Clal Biotechnology.

Andromeda is focused on the development of DiaPep277, a first-in-class immune intervention therapy for new onset Type 1 diabetes, an orphan indication with approximately 35,000 adults diagnosed annually across the U.S. and Europe.

DiaPep277 is currently being evaluated in a confirmatory Phase 3 clinical study in adult patients with new onset Type 1 diabetes.

The Phase 3 study is fully enrolled and results are anticipated in the first quarter of 2015.

Hyperion will pay $12.5 million in cash, less adjustments for expenses incurred in connection with the transaction, and 312,869 shares of Hyperion common stock (valued at approximately $7.85 million based on the average closing price of $25.09 per share for the 15 consecutive trading days ending April 17, 2014).

Hyperion will potentially make contingent payments to Andromeda security holders, as follows:

  • potential global regulatory and approval milestones payments that total $120 million, the first of which would not be made until acceptance of the first marketing application filing for review in either the U.S. or Europe, whichever occurs first;

  • up to $430 million in commercial milestones, the first of which would be due upon achievement of annual worldwide net sales of $450 million; and

  • tiered contingent sales payments ranging from 10% on annual worldwide net sales up to $300 million to 17% for annual worldwide net sales that exceed $1.2 billion, with the exception of sales by distributors in certain territories, for which the rate is 25%.

Acorda Therapeutics, Civitas Therapeutics Sep 2014 525 Acquisition agreement for Civitas Therapeutics

23 October 2014

Acorda Therapeutics has completed its acquisition of Civitas Therapeutics and obtained global rights to CVT-301, a Phase 3 treatment candidate for OFF episodes of Parkinson’s disease.

The acquisition also included rights to the proprietary ARCUS pulmonary delivery technology, and a manufacturing facility with commercial-scale capabilities based in Chelsea, MA. Under the terms of the acquisition agreement, Acorda paid $525 million in cash to acquire Civitas.


24 September 2014

Acorda Therapeutics announced that it will acquire Civitas Therapeutics for $525 million in cash.

Acorda will acquire CVT-301, a Phase 3 candidate for Parkinson’s disease and the rights to ARCUS, Civitas’s pulmonary delivery technology, and a manufacturing facility in Chelsea, Mass.

CVT-301 is a dry powder L-dopa formulation in blister-packed capsules and delivered with a proprietary reusable inhaler.

The therapeutics for treatment of OFF episodes of Parkinson’s is expected to begin in early 2014.

If successful, the company plans to submit regulatory filings in the U.S. by the end of 2016.

Argenta, BioFocus, Charles River Laboratories, Galapagos Mar 2014 520 Acquisition agreement for Argenta and BioFocus

01 April 2014

Galapagos confirms the completion of the transaction announced on 13 March 2014 to sell the BioFocus and Argenta service division operations to Charles River Laboratories International for a total consideration of up to €134 million.

Charles River is now integrating the BioFocus and Argenta operations into its organization.

The purchase price was €129 million in cash, subject to certain post-closing working capital adjustments.

Galapagos has received this €129 million payment and today has a cash balance of approximately €248 million.

Galapagos is eligible to receive a €5 million earnout payment after 12 months, upon achievement of a revenue target for the divested service division.


13 March 2014

Charles River Laboratories entered into a definitive agreement to acquire the CRO services division of Galapagos, which includes both Argenta and BioFocus.

These businesses are global leaders in integrated drug discovery services, with a predominant focus on in vitro capabilities.

The acquisition will position Charles River as a full service, early-stage contract research organization (CRO), with integrated in vitro and in vivo capabilities from target discovery through preclinical development.

The purchase price is €129 million in cash (approximately $179 million based on current exchange rates).

In addition to the initial purchase price, the transaction includes future performance payments of up to €5 million (approximately $7 million based on current exchange rates).

Located in the United Kingdom and the Netherlands, Argenta and BioFocus provide a full suite of drug discovery services from target discovery through the delivery of clinic-ready candidates to a broad range of pharmaceutical and biotechnology companies.

PreCision Dermatology, Valeant Pharmaceuticals Feb 2014 500 Acquisition agreement for Precision Dermatology

08 July 2014

Valeant Pharmaceuticals has completed the previously announced acquisition of PreCision Dermatology.

PreCision develops and markets high quality dermatology products with leading products such as Locoid, Hylatopic, and Clindagel.


03 February 2014

Valeant will acquire PreCision Dermatology for $475 million in cash, plus an additional $25 million payable upon the achievement of a sales-based milestone. PreCision develops and markets high quality dermatology products with leading products such as Locoid, Hylatopic, Clindagel, and BenzEFoam.

PreCision operates in two key segments: Onset Dermatologics, which focuses on prescription therapies, and PrecisionMD, which focuses on physician dispensed products.

The Company is based in Cumberland, Rhode Island and has approximately 175 employees.

Conemaugh Health System, Duke LifePoint Aug 2014 500 Acquisition agreement for Conemaugh Health System

Duke LifePoint Healthcare announced today that it has signed a definitive agreement to acquire Conemaugh Health System.

The financial terms of the agreement exceed $500 million and include a commitment by Duke LifePoint to invest $425 million in Conemaugh’s services and facilities over the next 10 years.

Duke LifePoint will acquire Conemaugh Health System’s three hospitals, outpatient centers and Conemaugh Physician Group practices.

Proceeds remaining from the transaction will be used by a locally governed charitable foundation to fund future programs to meet community needs.

Duke LifePoint will offer employment to all Conemaugh Health System employees and will work with Conemaugh leaders to establish a local board of trustees that includes members of the local community, local physicians and a representative from Duke.

Top M&A deals of 2013 valued at over US$500m.

Partners Date Value, US$m Subject Termsheet
Life Technologies, Thermo Fisher Scientific Apr 2013 13600 Acquisition agreement for Life Technologies

04 February 2014

Thermo Fisher Scientific has completed its acquisition of Life Technologies Corporation for $76.13 ($76.1311786) in cash per fully diluted common share, or approximately $13.6 billion, plus the assumption of $1.5 billion in net debt.

The completion of the transaction follows the receipt of all required regulatory approvals.

With the acquisition of Life Technologies, Thermo Fisher has established a new reporting segment, called Life Sciences Solutions.

In connection with the completion of the transaction, Life Technologies stock ceased trading on The NASDAQ Stock Market following market close today.


15 April 2013

China's Commerce Ministry said it had approved U.S.-listed laboratory equipment maker Thermo Fisher Scientific's $13.6 billion takeover of Life Technologies Corp subject to certain conditions.

The conditions are that Thermo Fisher cut the prices of two types of its products sold in China, sell its cell culture and gene adjustment businesses, and its stake of 51 percent in China's Lanzhou National Hyclone Bio-engineering Co Ltd.


04 December 2013

Thermo Fisher Scientific intends to offer senior notes to fund a portion of its acquisition of Life Technologies Corporation.


26 November 2013

Thermo Fisher Scientific has received approval from the European Commissionfor its pending acquisition of Life Technologies.

Thermo Fisher has committed to divest of its cell culture, gene modulation and magnetic beads businesses.

Combined, these businesses had 2012 revenue of approximately $225 million.


22 August 2013

Life Technologies announced that its stockholders voted to adopt the previously announced merger agreement providing for the acquisition of Life Technologies by Thermo Fisher Scientific at the Special Meeting of Stockholders held earlier today.

More than 98 percent of votes cast at the Special Meeting were in favor of the transaction, representing more than 72 percent of all outstanding shares.


15 April 2013

Thermo Fisher agreed to buy rival Life Technologies for $13.6 billion.


2 April 2013

Thermo Fisher Scientific is emerging as the lead contender in Life Technologies Corp's auction, working on a bid that could value the genetic testing maker at as much as $12 billion.

Thermo Fisher is considering a bid of between $65 and $70 per share for Life Tech and is interested in buying the entire company.

Actavis (acquired by Watson), Valeant Pharmaceuticals Apr 2013 13000 Merger agreement between Valeant and Actavis (terminated)

Merger talks between Valeant Pharmaceuticals and another drug maker, Actavis, have fallen through, according to a person briefed on the matter, potentially ending what would have been one of the biggest health care deals of the year.

The two companies had been in talks for some time, and under the most recent terms of the proposed deal, Valeant would have paid more than $13 billion in stock to acquire Actavis, this person said.

But the talks were weighed down last week by a number of concerns from the target company’s directors, including the size of the deal premium.

Amgen, Onyx Pharmaceuticals Aug 2013 10400 Acquisition agreement for Onyx Pharmaceuticals (Completed)

01 October 2013

Amgen completed its previously announced tender offer to purchase all outstanding shares of common stock of Onyx Pharmaceuticals for $125 per share in cash.

As announced on Aug. 25, the purchase price is $9.7 billion net of estimated Onyx cash.

Amgen expects to complete the acquisition of Onyx later today through a merger under Section 251(h) of the General Corporation Law of the State of Delaware.


26 August 2013

Amgen agreed to buy Onyx Pharmaceuticals for about $10.4 billion in cash to gain access to the company’s three anticancer treatments.

Under the terms of Sunday’s deal, Amgen will offer $125 a share in cash through a tender offer for Onyx’s shares.

The transaction is expected to close at the beginning of the fourth quarter, subject to regulatory approval.

The crown jewel of Onyx is Kyprolis, which was approved in the United States last July as a last-ditch treatment for multiple myeloma, a bone marrow cancer.

The drug recorded sales of $125 million in the first six months of this year.

But many analysts see annual sales growing to $2 billion in several years if the drug wins approval in Europe, and wins approval to be used earlier in the course of treatment.

The acquisition of Onyx is not without risk.

The multiple myeloma market is now very competitive, led by Celgene, which sells the blockbuster Revlimid.

Celgene won approval earlier this year for another drug, Pomalyst, that has been competing with Kyprolis as a last-ditch treatment.

Bausch & Lomb, Valeant Pharmaceuticals May 2013 8700 Acquisition agreement for Bausch & Lomb (completed)

Valeant Pharmaceuticals and Bausch + Lomb Holdings Incorporated, the global eye health company, today announced that they have entered into a definitive agreement under which Valeant will acquire Bausch + Lomb for $8.7 billion in cash.

Bausch + Lomb is a leading global eye health company that operates in three segments: Pharmaceutical (including prescription brands, generics and over-the-counter, Vision Care (contact lenses and solutions), and Surgical (intraocular lenses and surgical equipment).

Bausch + Lomb has a broad portfolio of eye health products, including well-known prescription and OTC brands Besivance, Lotemax, Ocuvite and PreserVision; vision care brands Biotrue ONEday, PureVision, renu and Boston; and surgical brands enVista, Storz, Stellaris and VICTUS.

Under terms of the agreement, which was unanimously approved by the Board of Directors of both companies, Valeant will pay aggregate consideration of $8.7 billion in cash, of which approximately $4.5 billion will go to an investor group led by Warburg Pincus and approximately $4.2 billion will be used to repay Bausch + Lomb's outstanding debt.

Valeant expects to achieve at least $800 million in annual cost savings by end of 2014. Bausch + Lomb expects to have revenues of approximately $3.3 billion and adjusted EBITDA in 2013 of approximately $720 million.

The transaction is expected to be immediately accretive to Valeant's cash earnings per share. Assuming the transaction occurred on January 1, 2013 and assuming the full realization of synergies, the acquisition would have been approximately 40% accretive to Valeant's expected 2013 Cash EPS.

The transaction will be financed with debt and approximately $1.5 - $2.0 billion of new equity. 

Bausch + Lomb will retain its name and become a division of Valeant.

Elan, Perrigo Jul 2013 8600 Acquisition agreement for Elan

19 December 2013

Perrigo Company and Elan Corporation announced that Perrigo has completed the acquisition of Elan in a cash and stock transaction valued on the date of the announcement at approximately US$8.6 billion.


13 December 2013

Perrigo Company and Elan Corporationannounced that the Irish High Court has approved Perrigo’s pending acquisition of Elan.

The parties have now obtained all regulatory approvals required to complete the transaction.

The closing remains subject to the satisfaction of other customary closing conditions and is expected to occur on December 18, 2013.


18 November 2013

Shareholders of Elan Corporation approved the acquisition of Elan by Perrigo Company

Perrigo will acquire Elan in a stock-and-cash transaction.


29 July 2013Perrigo Company ( and Elan Corporation announced that, following a formal sale process conducted by Elan, Perrigo and Elan have entered into a definitive agreement under which Elan will be acquired by a new holding company incorporated in Ireland.

The cash and stock transaction, which is valued at approximately US$8.6 billion based on the closing price of Perrigo shares on 26 July 2013 (US$6.7 billion excluding Elan’s cash on hand), will create a global healthcare company with an industry-leading growth profile and the geographic scale and scope to continue building a truly differentiated business.

Under the terms of the Transaction Agreement, at the closing of the acquisition, Elan shareholders will receive US$6.25 in cash and 0.07636 shares of New Perrigo for each Elan share.

The transaction values each Elan share at US$16.50 based on the closing price of Perrigo shares on 26 July 2013, which represents a premium of approximately 10.5% compared to the closing price of Elan American Depositary Shares on 26 July 2013, the last trading day prior to the date of this announcement.

The transaction values the entire share capital of Elan at approximately US$8.6 billion based on Perrigo’s closing share price on 26 July 2013.

Net of cash, the transaction is valued at US$6.7 billion.

Perrigo shareholders will receive one share of New Perrigo for each share of Perrigo that they own upon closing and US$0.01 per share in cash.

The transaction will be taxable, for U.S. federal income tax purposes, to both the Elan shareholders and the Perrigo shareholders.

Immediately after the closing of the transaction, Perrigo shareholders are expected to own approximately 71% of the combined company while Elan shareholders are expected to own approximately 29%.

Shares of New Perrigo will be registered with the U.S. Securities and Exchange Commission and are expected to trade on the New York Stock Exchange and the Tel Aviv Stock Exchange.

Actavis, Warner Chilcott May 2013 8500 Acquisition agreement for Warner Chilcott

30 September

Actavis and Warner Chilcott announced that the U.S. Federal Trade Commission has voted to approve Actavis' proposed acquisition of Warner Chilcott.

The vote in support of the transaction follows Actavis' agreement to a proposed consent order, pursuant to which Actavis has agreed to divest certain products as a condition to obtaining FTC approval.

The closing of the transaction remains subject to approval by the Irish High Court and other customary closing conditions, and is expected to occur as soon as practicable after satisfaction of those conditions.

Under the terms of the consent order with the FTC and subject to the consummation of the transaction between Actavis and Warner Chilcott, Actavis will divest four products to Amneal Pharmaceuticals.

Terms of the divestitures were not disclosed. The divested products are:

Actavis' Zenchent Fe (norethindrone acetate/ethinyl estradiol), a generic version of Femcon Fe

Actavis' pending application for norethindrone acetate/ethinyl estradiol, a generic version of Lo Loestrin® Fe.

Actavis' pending application for risedronate sodium, a generic version of Atelvia.

Actavis' approved application for norethindrone acetate/ethinyl estradiol, a generic version of Loestrin 24 Fe.


29 August 2013

Actavis, Inc announced that all three leading independent proxy advisory firms Institutional Shareholder Services, Glass Lewis and Egan-Jones have recommended that Actavis shareholders vote in favor of adopting the transaction agreement in which Actavis will acquire Warner Chilcott through the formation of a new holding company incorporated in Ireland, expected to be named Actavis plc.


20 May 2013

Actavis and Warner Chilcott have entered into a definitive agreement under which Actavis will acquire Warner Chilcott plc in a stock-for-stock transaction valued at approximately $8.5 billion.  

If successfully completed, the transaction will create a leading global specialty pharmaceutical company with approximately $11 billion in combined annual revenue, and the third-largest U.S. specialty pharmaceutical company with approximately $3 billion in annual revenues focused on core therapeutic categories of Women's Health, Gastroenterology, Urology and Dermatology.  

The proposed transaction has been unanimously approved by the Boards of Directors of Actavis and Warner Chilcott, and is supported by the management teams of both companies.

Under the terms of the Transaction Agreement, at closing Warner Chilcott shareholders will receive 0.160 shares of New Actavis for each Warner Chilcott share they own, which equates to a value of $20.08 per Warner Chilcott share based on Actavis' closing share price of $125.50 on May 17, 2013.

This represents a 43 percent premium compared to Warner Chilcott's volume-weighted average trading price of $14.00 for the 30 day trading period ending on May 9, 2013 (the day before Warner Chilcott disclosed it was engaged in preliminary discussions with Actavis) and a 34 per cent premium to the Warner Chilcott closing share price on May 9, 2013 of $15.01.

Based on the closing prices of Actavis shares and Warner Chilcott shares on May 9, 2013 of $106.81 and $15.01 each respectively, the value of the consideration payable per Warner Chilcott share would be $17.09 which would represent a premium of 14 per cent over the Warner Chilcott closing share price on such date.

Celesio, Franz Haniel & Cie, McKesson Oct 2013 8300 Acquisition agreement for Celesio

07 April 2014

McKesson announced that the results of the initial acceptance period of the voluntary public takeover offer for the remaining shares of Celesio have been published.

McKesson now owns 75.7% of Celesio shares on a fully diluted basis.


23 January 2014

McKesson has reached an agreement with Franz Haniel & Cieto acquire their entire holding of Celesio shares for EUR 23.50 per share.

McKesson also announced the acquisition of Celesio convertible bonds from Elliott.


13 January 2014

McKesson was unsuccessful in reaching the 75% completion condition in its offer for the outstanding shares and convertible bonds of Celesio.


05 December 2013

McKesson has launched the voluntary public takeover offer for the outstanding shares of Celesio and tender offers for the outstanding convertible bonds of Celesio.

McKesson launched the Tender Offers for Celesio’s outstanding convertible bonds at a price corresponding to the value of the underlying shares.

€23 per share offer price, which equals €53,117.78 ($0.73 million) per bond for Celesio’s convertible bond due 2014.

€120,798.32 ($0.17 million) per bond for Celesio’s convertible bond due 2018 (principal amount of €100,000).


24 October 2013

McKesson has signed an agreement to acquire a majority stake in Celesio for €23 per share.

To launch parallel voluntary public tender offers for the remaining publicly-traded shares and outstanding convertible bonds of Celesio.

The offer price of €23 per share represents a 39% premium over the three-month volume weighted average price prior to the market speculation that began on October 8, 2013.

The total transaction, including the assumption of Celesio’s outstanding debt, is valued at approximately $8.3 billion(€6.1 billion)*.

McKesson and Celesio will combine to form a global leader in healthcare services with deep expertise in delivering solutions to pharmacies, manufacturers, patients and other customers.

After completion of the transaction, McKesson and Celesio expect to maintain their own brands and continue to support customers through existing channels

McKesson has agreed to acquire Haniel’s stake in Celesio, currently representing 50.01% of the total outstanding shares of the company.

McKesson will launch parallel tender offers for Celesio’s publicly-traded shares at €23 per share and its outstanding convertible bonds at a price corresponding to the value of the underlying shares implied by a €23 per share offer price, which equals €53,117.78 per bond for Celesio’s convertible bond due 2014 (principal amount of €50,000) and €120,798.32 per bond for Celesio’s convertible bond due 2018 (principal amount of €100,000).

McKesson expects the tender offers to commence during McKesson’s fiscal third quarter of 2014, ending December 31, 2013, and conclude in McKesson’s fiscal fourth quarter of 2014, but no earlier than January 17, 2014.

Community Health Systems, Health Management Associates Jul 2013 7600 Acquisition agreement for Health Management Associates

Community Health Systems and Health Management Associates have entered into a definitive merger agreement pursuant to which CHS will acquire HMA for approximately $7.6 billion, including the assumption of approximately $3.7 billion of indebtedness.

When completed, CHS would own or operate approximately 206 hospitals in 29 states with a total bed count of over 31,000.

Under the terms of the agreement, CHS will acquire all of the issued and outstanding common stock of HMA for a combination of cash and CHS stock currently valued at $13.78 per HMA share, based on CHS’ closing stock price as of July 29, 2013, and consisting of $10.50 per share in cash plus 0.06942 of a share of CHS common stock for each HMA share.

HMA shareholders will own approximately 16 percent of the shares of the combined company following the close of the transaction.

In addition to the cash and stock consideration, HMA shareholders would also receive one Contingent Value Right (CVR) for each HMA share they own, which could yield additional cash consideration of up to $1.00 per share, depending on the outcome of certain matters described in HMA’s public filings under the “Legal Proceedings” section.

Elan, Royalty Pharma Feb 2013 6700 Acquisition agreement for Elan - proposed (updated)

7 June 2013

Royalty Pharma has increased its offer to $13 for each Elan share from a bid last month of $12.50 a share and an initial offer of $11.25 in February. 

The revised offer also includes an option for Elan shareholders to receive as much as $2.50 a share extra if the multiple sclerosis drug Tysabri meets certain regulatory approval and sales milestones.


23 May 2013

Elan Corporation announced that its Board of Directors, after careful review and consideration and with the assistance of its executive management team as well as outside financial and legal advisors, has determined that privately held investment firm Royalty Pharma's revised offer announced on Monday May 20, 2013 to acquire all of Elan's shares for $12.50 per share through its shell subsidiary Echo Pharma Acquisition Limited, substantially undervalues the company.

Shareholders will also receive in the coming days a shareholder circular and Notice of Extraordinary General Meeting to be held on June 17, 2013 in connection with the recently announced transactions, decisively transforming the company, which are to be voted on by Shareholders at the Company's forthcoming EGM on June 17, 2013.


15 April 2013

Royalty Pharma announced, pursuant to Rule 2.5 of the Irish Takeover Rules, the terms of a firm, all cash offer for the entire issued and to be issued share capital of Elan Corporation.

Subject to certain conditions as set forth in the Announcement, Royalty Pharma is offering the "Offer Price" for each outstanding share and ADS of Elan:

  • US$12.00, if the strike price for Elan's previously announced Dutch Auction is US$11.75 or US$12.00;

  • US$11.50 if the Dutch Auction Strike Price is US$11.50;

  • US$11.25 if the Dutch Auction Strike Price is US$11.25;

  • and US$11.00 per Elan Share if (1) the Dutch Auction Strike Price is equal to or greater than US$12.25 and less than or equal to US$13.00, or (2) upon the occurrence of certain other events as set forth in the Announcement.


12 April 2013

Irish drugmaker Elan won strong approval from shareholders for a $1 billion share buyback as it seeks to keep them on side and stave off a takeover approach from U.S. investment firm Royalty Pharma.

The buyback, priced between $11.25 and $13.00 per share, was supported by 99.2 percent of shareholders on Friday.


25 February 2013

Royalty Pharma announces that contact was made on Monday February 18, 2013 with the Chairman of the Board of Elan, followed by a meeting then taking place on Wednesday February 20, 2013, at which an indicative proposal was made to acquire the entire issued and to be issued share capital of Elan.

Royalty Pharma is proposing, on an indicative basis, to make an offer for Elan of US$11[1] for every Elan Share and every Elan ADS.

While Royalty Pharma has not received a formal response to its Proposal and has been unsuccessful in its efforts to engage with Elan since making the Proposal, Royalty Pharma remains committed to working towards a recommended transaction.

Royalty Pharma was, however, surprised by Elan's public announcement on Friday February 22, 2013 discussing Elan's standalone strategy but not addressing the fact that Elan had received Royalty Pharma's Proposal.

The Possible Offer represents:

A cash premium of 12.6 percent to the Current Enterprise Value of Elan based on the closing share price of Elan Stock on February 15, 2013 of US$10.35 on the New York Stock Exchange;

A cash premium of 6.3 percent to the closing share price of Elan Stock on February 15, 2013 of US$10.35 on the New York Stock Exchange;

A cash premium of 12.7 percent to the volume weighted average closing share price on the New York Stock Exchange for Elan Stock between February 6, 2013, being the date on which the Tysabri Transaction was announced to the market, and February 15, 2013 of US$9.76;

A cash premium of 9.5 percent to the Broker Median Price Target of US$10.05 for Elan Stock set by those brokers that Royalty Pharma is aware have published price targets since the announcement of the Tysabri Transaction;

A Proposal Enterprise Value for Elan equal to 16.4x and 12.1x 2014 and 2015 Broker Projected EBITDA respectively (the median 2014 and 2015 projected EBITDA multiples for the Specialty Pharma Companies are 7.5x and 5.9x respectively, and for the Large Cap Biotech Companies are 11.1x and 9.1x respectively[8]);

A Proposal price equal to 55.0x and 30.6x 2014 and 2015 Broker Projected Earnings Per Share respectively (the median 2014 and 2015 projected earnings per share multiples for the Specialty Pharma Companies are 11.7x and 8.7x respectively, and for the Large Cap Biotech Companies are 15.1x and 11.3x respectively).

Meda, Sun Pharmaceutical May 2013 6000 Acquisition agreement for Meda (terminated)

India's Sun Pharmaceutical Industries is in talks to buy Sweden's Meda AB for between $5 billion and $6 billion to boost its generics business in developed markets.

Meda makes speciality products, over-the-counter drugs and branded generics - the same areas of focus as Sun.

Tenet Healthcare, Vanguard Health Systems Jun 2013 4300 Acquisition agreement for Vanguard Health Systems

Tenet Healthcare Corporation and Vanguard Health Systems have signed a definitive agreement whereby Tenet will acquire Vanguard for $21 per share in an all cash transaction.

The acquisition is valued at $4.3 billion including the assumption of $2.5 billion in Vanguard debt.

Tenet expects the transaction to be accretive to earnings in the first year.

Anticipated annual synergies are $100 million to $200 million. Both Boards of Directors have unanimously approved the transaction and Tenet has secured fully committed financing from Bank of America Merrill Lynch.

The acquisition, which is expected to close before the end of 2013, is subject to customary closing conditions and regulatory approvals. Upon closing, Charlie Martin, Vanguard’s founder, chairman and chief executive officer, will join Tenet’s Board of Directors.

Keith Pitts, Vanguard’s vice chairman, will join the Tenet senior management team as vice chairman.

Gibson Dunn & Crutcher served as Tenet’s legal counsel and Lazard acted as lead financial and strategic advisor.

Bank of America Merrill Lynch, Barclays and Teneo Capital also served as advisors for Tenet. Skadden, Arps, Slate, Meagher & Flom served as Vanguard’s legal counsel and JP Morgan acted as exclusive financial and strategic advisor.

Shire Pharmaceuticals, Viropharma Nov 2013 4200 Acquisition agreement for ViroPharma

24 January 2014

Shire announces the successful completion of the tender offer for all of the outstanding shares of ViroPharma.

The tender offer expired at midnight, New York City time, on Thursday, January 23, 2014 and was not extended.

As of midnight on January 23, 2014, approximately 53,745,956 common shares of ViroPharma (excluding 3,597,087 common shares of ViroPharma guaranteed to be delivered within the next three NASDAQ trading days) had been validly tendered and not withdrawn pursuant to the tender offer, representing approximately 79.5% of the outstanding common shares of ViroPharma.

All shares that were validly tendered and not withdrawn have been accepted for payment.


27 December 2013

Shire has extended the expiration of its previously announced tender offer by a wholly owned subsidiary of Shire for all of the outstanding common shares of ViroPharma VPHM -0.12% until midnight, New York City time, on Thursday, January 9, 2014 (one minute after 11:59 p.m.)(one minute after 11:New York City time)(one minute after 11:on January 9)(one minute after 11:2014).

The tender offer had previously been scheduled to expire at 6:00 p.m., New York City time, on Thursday, December 26, 2013.

All of the other terms and conditions of the tender offer remain unchanged.


11 December 2013

Shire's waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to its previously announced tender offer by a wholly owned subsidiary of Shire for all outstanding shares of ViroPharma expired.


11 November 2013Shire and ViroPharma announced that their Boards of Directors have unanimously approved, and the companies have entered into, a merger agreement pursuant to which Shire will acquire all the outstanding shares of the rare disease company ViroPharma for $50 per share in cash, for a total consideration of approximately $4.2 billion.

The $50 per share price in the transaction represents a 27% premium to ViroPharma's closing share price on Friday, November 8, 2013, the last trading day prior to announcement, and a 64% premium to ViroPharma's unaffected share price of $30.47 on September 12, 2013.

ViroPharma is a high growth, rare disease biopharmaceutical company, whose commercial product CINRYZE (C1 esterase inhibitor [human]), is a leading brand for the prophylactic treatment of Hereditary Angioedema (HAE).

Algeta, Bayer Dec 2013 2900 Acquisition agreement of Algeta

24 February 2014

Bayer has clinched a $2.9 billion deal to take over Algeta after being tendered 92.17 percent of the shares in a cash offer.

Bayer reiterated it expected the deal to close in the first quarter.


19 December 2013

Bayer will launch a voluntary cash offer to acquire the entire issued share capital of Algeta for NOK 362 per share in cash.

The Offer values the total share capital of Algeta at approximately NOK 17.6 billion (USD 2.9 billion) on a fully diluted basis.

The Board of Directors of Algeta has unanimously decided to recommend that its shareholders accept the Offer.

Endo International, Paladin Labs Nov 2013 2700 Acquisition agreement for Paladin Labs

28 February 2014

Endo International, formerly Endo Health Solutions, has completed the acquisition of Paladin Labs in a stock and cash transaction currently valued at approximately $2.7 billion.

The acquisition accelerates Endo's strategic transformation into a leading global specialty healthcare company and creates a platform for future growth in North America and around the globe.

Endo and Paladin Labs have been combined under a new company incorporated in Ireland named Endo International.

Shares of Endo International will trade on NASDAQ under the ticker symbol ENDP and the Toronto Stock Exchange under the ticker symbol ENL.

Paladin Labs shareholders received 1.6331 shares of Endo International plc stock and $1.16 (CAD) in cash for each Paladin Labs share they owned upon closing.

For each Paladin Labs share owned at closing, shareholders of Paladin Labs received one share of Knight Therapeutics, a newly formed Canadian company that has been separated as part of the transaction.

Shareholders of Endo Health Solutions received one share of Endo International for each share of Endo Health Solutions they owned upon closing.


26 February 2014

Endo Health Solutions announced that proposals related to Endo's proposed acquisition of Paladin Labs were approved by Endo's shareholders.


18 February 2014

Endo Health Solutions announced that the South African Competition Commission has completed its review and approved the merger of Endo and Paladin Labs without conditions in terms of section 14(1)(b) of the Competition Act (South Africa).

The company announced that it has received regulatory approval under the Investment Canada Act.


05 November 2013

Endo Health Solutions agreed to buy Canadian drug company Paladin Labs for about $1.6 billion to expand in that country and emerging markets.

The purchase, mostly through stock, values each Paladin Labs share at C$77.

The deal gives Endo access to the Canadian market.

Salix Pharmaceuticals, Santarus Nov 2013 2600 Acquisition agreement for Santarus

2 January 2013

Salix Pharmaceuticals has completed its previously announced tender offer for all outstanding shares of common stock par value $0.0001 per share, including the associated rights to purchase shares of Series A Junior Participating Preferred Stock, par value $0.0001 per share, of Santarus, Inc., (NASDAQ:SNTS), at a purchase price of $32.00 per share, net to the seller in cash, without interest thereon and subject to any required withholding taxes.

Following the tender offer, Salix completed the acquisition of Santarus earlier today through a merger under Section 251(h) of the General Corporation Law of the State of Delaware.


12 December 2013

Salix Pharmaceuticals announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended in connection with Salix’s proposed acquisition of Santarus has expired.

The expiration of the HSR Act waiting period satisfies one of the conditions to the completion of the tender offer.


03 December 2013

Salix Pharmaceuticals announced the commencement of a cash tender offer to purchase all of the issued and outstanding shares of common stock, par value $0.0001 per share, of Santarus.

Purchase price of $32.00 per share, net to the seller in cash.

The tender offer is being made pursuant to an Offer to Purchase.

The tender offer is not subject to a financing condition.


8 November 2013

Salix Pharmaceuticals and Santarus have entered into a definitive merger agreement under which Salix will acquire all of the outstanding common stock of Santarus for $32.00 per share in cash (without interest).

The all-cash transaction values Santarus at approximately $2.6 billion.

The combined company is expected to have a leading position with a strong portfolio of 22 marketed products, including: XIFAXAN, UCERIS, GLUMETZA, APRISO, ZEGERID, MOVIPREP, RELISTOR, SOLESTA, FULYZAQ, CYCLOSET and FENOGLIDE.

Salix intends to finance the transaction with a combination of approximately $800 million cash on hand and $1.95 billion in committed financing from Jefferies Finance.

Jefferies Finance also has committed to provide an additional $150 million revolving credit facility.

Apria Healthcare Group, CVS Caremark, Coram Nov 2013 2100 Acquisition agreement for Coram

CVS Caremark agreed to buy Coram from Apria Healthcare Group for about $2.1 billion to add specialty infusion services.

The deal will bring CVS into the business of providing therapies such as antibiotics, nutrition and pain medicine through needles or catheters into patients’ veins.

AssuraMed, Cardinal Health Feb 2013 2070 Acquisition agreement for AssuraMed

Cardinal Health announced plans to acquire AssuraMed, for $2.07 billion, or $1.94 billion, net of the present value of tax benefits.

The acquisition will be financed with a combination of $1.3 billion in new senior unsecured notes and the remainder in cash.

DPx Holdings, DSM, JLL Partners, Patheon Nov 2013 1980 Acquisition agreement for Patheon

11 March 2014

After acquiring the majority stake in Patheon from private-equity firm JLL Partners in a $2.65 billion deal, Royal DSM and JLL have joined to launch a new global contract development and manufacturing organization (CDMO) that will combine the acquired company’s operations with those of two other companies.

DPx Holdings—formerly known by the provisional name of NewCo—is 51% owned by JLL Partners, with Royal DSM owning the remaining 49%.

DPx will serve as corporate parent to business units focused separately on pharmaceutical services, fine chemicals, and products and proprietary technologies.

The units were formed by combining Patheon operations with those of DSM Pharmaceutical Products (DPP), and Banner Life Sciences.

DPx in turn acquired Patheon for $9.32 per share in cash resulting in a total enterprise value for Patheon of approximately $1.98 billion.


19 Novemeber 2013

Patheon has entered into an arrangement agreement with JLL/Delta Patheon Holdings, a limited partnership ("Newco") under which Patheon would be taken private pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act.

Newco is sponsored by an entity controlled by JLL Partners and Koninklijke DSM N.V. ("DSM").

Agila Specialties, Mylan Laboratories Feb 2013 1750 Acquisition agreement for Agila Specialities

05 December 2013

Strides Arcolab has completed the sale of its Agila Specialties division to Mylan Inc for a total consideration of up to $1.75 billion

Board of directors approved final transaction terms to include "a hold back of $250 million contingent upon satisfaction of certain regulatory conditions".


4 September 2013

Mylan received approval from the Foreign Investment Promotion Board of India for its plan to acquire the Agila injectables business from Strides Arcolab Ltd.

It plans to finish the $1.6 billion purchase sometime in the fourth quarter.


27 February 2013

Mylan has signed a definitive agreement to acquire Agila Specialties for $1.6 billion in cash.

The acquisition of Agila will create a global injectables leader, significantly expanding and strengthening Mylan's global injectables platform and providing Mylan entry into new high-growth geographic markets.

Mylan will pay Strides Arcolab $1.6 billion in cash.

The agreement also provides for up to an additional $250 million in potential payments subject to the satisfaction of certain conditions by Strides.

Essilor, PPG Industries, Transitions Optical Jul 2013 1730 Acquisition agreement for Transitions Optical (proposed)

Essilor International announces the signature of an agreement to acquire the 51% stake in Transitions Optical owned by PPG.

Transitions Optical is a leading provider of photochromic lenses to optical manufacturers worldwide.

Following the transaction, Essilor will own 100% of the capital of Transitions Optical.

The transaction also includes the acquisition of Intercast, a leading supplier of sun lenses.

The acquisition is fully aligned with Essilor’s growth strategy, which is based on strong innovation in every segment of the optical industry, on visual protection as well as on expansion in the mid-market and in fast-growing countries.

It also supports Essilor’s mission of bringing improved vision to more than 4.2 billion people, of whom 2.5 billion do not currently benefit from eye correction.

Kohlberg Kravis Roberts (KKR), Panasonic Healthcare, Panasonic Shikoku Electronics Sep 2013 1670 Acquisition agreement for Panasonic Healthcare unit

Kohlberg Kravis Roberts agreed to buy the health care unit of Panasonic for 165 billion yen, or $1.67 billion, as the Japanese company tries to streamline its operations after two years of steep losses.

After the deal, K.K.R. will own 80 percent of Panasonic Healthcare, while Panasonic will retain 20 percent, according to a joint statement.

Panasonic Healthcare manufactures and sells blood glucose monitoring meters and sensors for diabetics.

MAKO Surgical, Stryker Sep 2013 1650 Acquisition agreement for Mako Surgical

MAKO Surgical announced a definitive agreement with Stryker, by which Stryker will acquire all of the outstanding shares of MAKO for $30.00 per share in cash, for an aggregate purchase price of approximately $1.65 billion.

Ikaria, Madison Dearborn Partners Dec 2013 1600 Acquisition agreement for Ikaria

Madison Dearborn Partners has signed a definitive agreement under which it will acquire a majority ownership position in Ikaria, a leading provider of proprietary and innovative therapies for the critical care units in hospitals.

Existing Ikaria shareholders, including New Mountain Capital and certain members of the company’s management team, will receive a minority stake in the acquiror company.

The transaction, which values Ikaria at approximately $1.6 billion, is expected to be completed in the first quarter of 2014, pending customary closing conditions for transactions of this type.

Ikaria is the exclusive provider of the INOMAX therapy package, the system through which the only U.S. Federal Drug Administration-approved INO (inhaled nitric oxide) therapy is delivered to treat hypoxic respiratory failure in newborn infants born at or near term.

The transaction also includes the separation of certain non-commercial products in the Ikaria pipeline that are focused on outpatient therapies, which will be distributed to Ikaria’s current shareholders.

Kohlberg Kravis Roberts (KKR), PRA Health Sciences Jun 2013 1300 Acquisition agreement for PRA International

PRA International announced that funds managed by KKR are acquiring PRA from Genstar Capital. 

PRA is one of the world’s leading global contract research organizations, providing outsourced clinical development services to the biotechnology and pharmaceutical industries.

PRA offers comprehensive services including the filing of Investigational New Drug and similar regulatory applications, management and implementation of Phase I through IV clinical trials, preparation and submission of New Drug Applications, and post-marketing surveillance on an international basis.

Adcock Ingram, CFR Pharmaceuticals Sep 2013 1200 Acquisition agreement for Adcock Ingram (Terminated)

07 February 2014

Adcock and CFR have consulted and are of the common view that there is no prospect that the special resolutions in terms of the scheme of arrangement proposed between Adcock and the holders of Adcock ordinary shares in relation to the offer from CFR will be approved by the necessary 75% majority.

So, they have entered into a written agreement ("Termination Agreement").


15 November 2013

CFR Pharmaceuticals issued a firm intention announcement to acquire 100% of the issued share capital.

Excluding the Bophelo Scheme Shares and the Treasury Shares.

total Scheme Consideration of approximately ZAR12.6 billion (approximately US$1.2 billion)

Terms not defined herein have the meaning attributed to them in the FIA.


6 November 2013

Adcock Ingram Holdings largest shareholder said it won’t back a $1.2 billion takeover proposal from Chilean drugmaker CFR Pharmaceuticals SA saying it’s not in the investor’s best interests.


11 September 2013

Adcock Ingram and CFR have entered into a transaction agreement of potential cash and shares offer by CFR to acquire 100% of the issued ordinary share capital of Adcock Ingram.

A deal worth R12.6 billlion (approximately US$1.3 billion).

The proposed offer price is currently worth R75.92 per ordinary share based on the closing price of CFR shares on the Santiago Stock Exchange on 10 September 2013.

Borealis Infrastructure, CML Healthcare, LifeLabs Medical Laboratory Services Oct 2013 1200 Acquisition agreement for CML Healthcare

LifeLabs Medical Laboratory Services and Borealis Infrastructure are pleased to announce the completion of the previously announced acquisition of CML HealthCare.

The coming together of LifeLabs and CML will expand access for patients to community laboratory testing services in the province of Ontario.

LifeLabs entered into an agreement with CML to purchase all of the issued and outstanding shares of CML for $10.75 per share in cash.

The agreement, valued at approximately $1.2 billion.

AstraZeneca, Pearl Therapeutics Jun 2013 1150 Acquisition agreement for Pearl Therapeutics

AstraZeneca has entered into a definitive agreement to acquire Pearl Therapeutics, a privately held company based in Redwood City, California, focused on the development of inhaled small-molecule therapeutics for respiratory disease. 

The acquisition will give AstraZeneca access to a potential new treatment for chronic obstructive pulmonary disease, currently in late-stage development, and inhaler and formulation technology that provides a platform for future combination products. 

Pearl’s lead product, PT003, is a fixed dose combination of formoterol fumarate, a long-acting beta-2-agonist and glycopyrrolate, a long-acting muscarinic antagonist.

LABA/LAMA combinations are expected to become an important new class of treatment for COPD.

A global Phase III programme has been initiated and will test the improvement in lung function in individuals with moderate to severe COPD in response to PT003.

PT003 is delivered by inhalation.

Under the terms of the agreement, AstraZeneca will acquire 100% of Pearl’s shares for initial consideration of $560 million payable on completion.

In addition, deferred consideration of up to $450 million becomes payable if specified development and regulatory milestones in respect of any triple combination therapies and selected future products that AstraZeneca develops using Pearl’s technology platform are achieved.

Sales-related payments of up to a further $140 million are payable if pre-agreed cumulative sales thresholds are exceeded resulting in a total potential acquisition cost of up to $1.15 billion. The proposed transaction is subject to customary regulatory approvals and is expected to close in the third quarter of 2013.

Bayer Healthcare, Conceptus Apr 2013 1100 Acquisition agreement for Conceptus (completed)

7 June 2013

The Bayer Group has successfully completed its tender offer for the outstanding shares of Conceptus.


29 April 2013

Bayer HealthCare has signed an agreement with Conceptus.

With this acquisition, Bayer will be able to offer a complete range of short-term, long-term and permanent contraceptive choices for women.

Within the next ten business days, Bayer will launch a public tender offer to acquire all shares in Conceptus.

The transaction values Conceptus at approximately US$1.1 billion representing US$31.00 per share in cash.

Aragon Pharmaceuticals, Johnson & Johnson Jun 2013 1000 Acquisition agreement for Aragon Pharmaceuticals

20 August 2013

Johnson & Johnson has successfully completed its acquisition of Aragon Pharmaceuticals.

Development of compounds from Aragon's androgen receptor antagonist program, including its lead androgen receptor signaling inhibitor, ARN-509, will be managed by Janssen Research & Development.


17 June 2013

Aragon Pharmaceuticals Inc announced a definitive agreement with Johnson & Johnson whereby Aragon will be acquired for $650 million in cash up front along with $350 million in contingent development milestone payments that could bring the total transaction value to $1 billion.

The acquisition includes Aragon's androgen receptor antagonist program, including its most advanced compound, ARN-509, a second generation androgen receptor signaling inhibitor that is currently being evaluated in a Phase II trial in patients with castration-resistant prostate cancer.

Prior to closing, Aragon will spin off an independent, newly formed corporation called Seragon Pharmaceuticals, which will be focused primarily on Aragon's Selective Estrogen Receptor Degrader platform, including ARN-810, its lead SERD currently being evaluated in a Phase I trial for ER+ metastatic breast cancer.

Seragon will be based in San Diego, CA and will be financed by the current Aragon investors. It will retain members of the management team including, Richard Heyman, current Chief Executive Officer of Aragon, who will become Seragon's CEO.

Johnson & Johnson will not have an ownership stake in Seragon nor retain any rights to its technology or product development pipeline.

CFS Clinical, DrugDev Oct 2013 1000 Acquisition agreement for CFS Clinical

16 June 2014

DrugDev acquired CFS Clinical in October 2013 as a key part of its vision to simplify life at clinical sites, so that study sponsors, CROs and sites can do more trials together.

CFS achieved an unprecedented milestone of $1 billion in global investigator payments, with a run rate of approximately $2 million in processed payments per work day.


21 October 2013

DrugDev announced its acquisition of CFS Clinical.

DrugDev and CFS’ combined infrastructure gives sponsors the ability to garner real–time feedback from Investigators during the feasibility stages of a trial, rapidly select the right Investigators who are best suited to run the trial, and finally engage with sites efficiently with high speed site activation and expedited payments through its industry leading global payment network.

CFS Clinical’s technology-enabled service platform supports DrugDev’s overall mission to make the lives of clinical trial Investigators simpler and easier, through standardization of their interactions with sponsors and CROs.

CFS Clinical will maintain its brand name and conduct business as part of the DrugDev group.

Gentium, Jazz Pharmaceuticals Dec 2013 1000 Acquisition agreement for Gentium

21 Febraury 2014

Jazz Pharmaceuticals announced that the subsequent offering period of the tender offer made by a subsidiary of Jazz Pharmaceuticals to purchase all outstanding ordinary shares and American Depositary Shares of Gentium for $57.00 per share and per ADS.

The tender offer is now complete.


20 December 2013

Jazz Pharmaceuticals and Gentium have entered into a definitive agreement pursuant to which a subsidiary of Jazz Pharmaceuticals will make a cash tender offer of $57.00 per share for all outstanding Gentium ordinary shares and American Depositary Shares, in a transaction that is valued at approximately $1 billion.

Gentium is a biopharmaceutical company focused on the development and manufacturing of therapies to treat and prevent a variety of rare diseases and conditions that currently have few or no treatment options, including orphan vascular diseases related to cancer treatments.

The transaction is structured as an all cash tender offer by a subsidiary of Jazz Pharmaceuticals for all of the outstanding ordinary shares of Gentium and American Depositary Shares representing ordinary shares of Gentium.

The closing of the tender offer is conditioned upon at least 66.67 percent of the fully diluted number of ordinary shares.

Jazz Pharmaceuticals expects to finance the transaction with a combination of cash on hand, the proceeds from an incremental term loan and revolver borrowings under its existing senior secured credit facility.

Barclays has provided a binding commitment letter for a $500 million incremental term loan, subject to the satisfaction of customary conditions.

Allergan, MAP Pharmaceuticals Jan 2013 958 Acquisition agreement for MAP Pharmaceuticals

Allergan and MAP Pharmaceuticals have entered into a definitive merger agreement whereby Allergan will acquire 100% of the shares of MAP Pharmaceuticals for a price of $25.00 per share.

MAP Pharmaceuticals is a biopharmaceutical company focused on developing and commercializing new therapies in Neurology, including LEVADEX, an orally inhaled drug for the potential acute treatment of migraine in adults. 

The per share cash offer price represents a 60% premium over MAP’s closing stock price on the Nasdaq Stock Market of $15.58 on January 22, 2013, and represents a total equity value of approximately $958 million, on a fully-diluted basis.

Monsanto, The Climate Corp Oct 2013 930 Acquisition agreement for The Climate Corp

Monsanto plans to acquire The Climate Corp. for about $930 million in cash.

The acquisition will combine The Climate Corp.’s expertise in agriculture analytics and risk-management with Monsanto’s research and development capabilities.

Astex Pharmaceuticals, Otsuka Sep 2013 886 Acquisition agreement for Astex Pharmaceuticals

11 October 2013

Otsuka Holdings, successfully completed, through its wholly-owned indirect subsidiary Autumn Acquisition Corporation, its acquisition of Astex Pharmaceuticals, for US $8.50 per share, net to the seller in cash, without interest and less any required withholding taxes.

The acquisition was effected through a tender offer , which was commenced on September 13, 2013, New York time and expired at 12:00 midnight, New York time at the end of October 10, 2013, followed by a merger on October 11, 2013.


5 September 2013

Japanese drugmaker Otsuka Holdings has agreed to buy Astex Pharmaceuticals for about $886 million to tap cancer drugs under development by the U.S. biotechnology company.

The move comes as Otsuka seeks to increase revenue streams as patents for its mainstay Abilify schizophrenia treatment will begin to expire.

Cancer is attracting increased investment from biotech and pharmaceutical companies as a series of breakthroughs in understanding the genetic basis of the disease fuels a run of promising new medicines.

Astex, whose only approved drug, Dacogen, treats a blood disorder called myelodysplastic syndromes, is developing drugs to treat leukemia, prostate, lung and ovarian cancer.

The biotech company said last month that SGI-110, an experimental drug for acute myeloid leukemia, produced positive results in a Phase II mid-stage clinical trial.

EBOS Group, Symbion May 2013 884 Acquisition agreement for Symbion

Ebos Group has agreed to buy Symbion, in a $1.1 billion deal which will more than triple its annual revenues and make it a major player across Australasia.

The Christchurch-based company will pay $367 million in cash and $498 million in scrip, while taking on $230 million in net debt for Zuellig Healthcare Holdings Australia, it said in a statement.

The agreement is subject to certain conditions, and needs shareholder approval at a special meeting in Christchurch on June 14.

Symbion is Australia's leading pharmaceutical wholesaler and distributor by revenue, with annual sales of A$3.9 billion.

Zuellig owns healthcare, agri-business and agricultural equipment firms across the Asia-Pacific.

The transaction will give Zuellig a 40 per cent stake of Ebos, and the cash portion will be funded through new debt facilities, a $90 million fully underwritten placement to institutional investors at a 10 per cent discount, and a $149 million 7 for 20 pro-rata renounceable entitlement offer to existing shareholders.

Covidien, Given Imaging Dec 2013 860 Acquisition agreement for Given Imaging

27 February 2014

Covidien plc (NYSE: COV) today announced that it has closed its acquisition of Given Imaging Ltd., providing the company additional scale and scope to serve a significant medical specialty, the multibillion dollar global gastrointestinal (GI) market.

“We are committed to providing clinicians with more accurate and efficient diagnostic technologies to help achieve better outcomes for patients.”

Covidien has acquired all outstanding Given shares for $30 per share or an aggregate consideration of approximately $860 million, net of cash and short-term investments acquired.


08 December 2013

Covidien and Given Imaging announced a definitive agreement under which Covidien will acquire all of the outstanding shares of Given Imaging for $30.00 per share in cash.

Total of approximately $860 million, net of cash and investments acquired.

Transaction provides Covidien additional scale and scope to serve the multibillion dollar global gastrointestinal market.

Supports the Company’s strategy to comprehensively address key global specialties and procedures.

Given Imaging provides one of the broadest technology platforms for visualizing, diagnosing and monitoring the digestive system, including its flagship PillCam, an innovative swallowed capsule endoscope.

Covidien intends to finance the transaction through cash on hand and will report Given Imaging within the Medical Devices business segment.

Cubist Pharmaceuticals, Optimer Pharmaceuticals Jul 2013 801 Acquisition agreement for Optimer Pharmaceuticals

Cubist Pharmaceuticals and Optimer Pharmaceuticals they have signed a merger agreement under which Cubist will acquire all of the outstanding shares of Optimer common stock for $10.75 per share in cash, or approximately $535 million on a fully diluted basis.

In addition to the upfront cash payment, each stockholder of Optimer will receive a Contingent Value Right , which is expected to be publicly traded, entitling the holder to receive an additional one-time cash payment of up to $5.00 for each share they own if certain net sales of DIFICID(fidaxomicin) are achieved, or a total transaction value of up to $801 million on a fully diluted basis.

Investors, Nordic Capital, Permobil Feb 2013 776.3 Acquisition agreement for Permobil

Investor has signed an agreement to acquire Permobil from Nordic Capital Fund V for an enterprise value of SEK 5.1 bn ($776.3 million).

Investor expects to inject approximately SEK 3.5 bn. in equity financing.

The remainder will be financed by external debt and equity participation by the board, management and other key individuals.

Stryker, Trauson Mar 2013 764 Acquisition agreement for Trauson

Stryker has wrapped up its $764 million acquisition of Trauson Holdings, giving it a major foothold in China's orthopedics device industry.

Cubist Pharmaceuticals, Trius Therapeutics Jul 2013 704 Acquisition agreement for Trius Therapeutics

12 September 2013

Cubist Pharmaceuticals has completed the previously announced acquisition of Trius Therapeutics for an aggregate upfront cash consideration of approximately $704 million.

Effective today, Trius common stock will cease to be traded on the NASDAQ.


29 August 2013

Cubist Pharmaceuticals and Trius Therapeutics announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with Cubist’s previously announced tender offer for all of the outstanding common stock of Trius.


30 July 2013

Cubist Pharmaceuticals and Trius Therapeuticshave signed a definitive agreement under which Cubist will acquire all outstanding shares of Trius for $13.50 per share in cash or approximately $707 million on a fully diluted basis.

In addition to the upfront cash payment, each Trius stockholder will receive one Contingent Value Right (CVR), entitling the holder to receive an additional cash payment of up to $2.00 for each share they own if certain commercial sales milestones are achieved.

The total transaction is valued at up to $818 million on a fully diluted basis.

The transaction has been approved by the Boards of Directors of both companies.

Trius brings to Cubist a highly complementary, late-stage antibiotic candidate, tedizolid phosphate (TR-701), as well as several pre-clinical antibiotic programs.

Tedizolid phosphate is an IV and orally administered second generation oxazolidinone in development for the potential treatment of certain Gram-positive infections, including methicillin-resistant Staphylococcus aureus (MRSA).

The terms of the non-tradable CVR include an additional payment of up to $2.00 if certain sales milestones are achieved.

The CVR will entitle each Trius stockholder to receive $1.00 per share if net sales of tedizolid in the U.S., Canada and Europe are greater than or equal to $125 million in 2016 and up to an additional $1.00 per share, paid on a pro rata basis, for 2016 net sales between $125 million and $135 million.

Novo, Xellia Pharmaceuticals May 2013 700 Acquisition agreement for Xellia Pharmaceuticals

Xellia Pharmaceuticals announced that Novo, the holding company of the Novo Group, has puchased all shares of the group for approximately $700 million from 3i and other current shareholders.

As a consequence of the transaction, Xellia will revert to Danish ownership with headquarters in Copenhagen, Denmark.

Since its spin-out from Alpharma Inc. in 2008, Xellia’s management and international investor 3i have successfully transformed the business from an active pharmaceutical ingredient manufacturer to a specialty pharmaceutical company focused on anti-infective products.

Xellia’s life-saving anti-infective products for multi-drug resistant infections address a growing global medical challenge, and the Company is a world leading supplier of Vancomycin and Colistimethate Sodium.

Xellia’s products are all manufactured using fermentation-based biological processes at facilities located in Denmark, Norway, Hungary and China.

AOP Orphan Pharmaceuticals, Elan May 2013 685.7 Acquisition agreement for AOP Orphan Pharmaceuticals

Elan will acquire 100% of AOP and upon close Elan will pay €263.5 million for the company, comprised of €175.7 million in cash and €87.8 million of Elan ordinary shares. 

In addition, there will be potential cash milestone payments of up to €270 million on the advancement of certain late stage clinical programs.

AOP Orphan Pharmaceuticals is focused on rare and orphan diseases.

The company works in medical marketing of innovative drugs in orphan indications.

Their therapeutic focus areas are hematology & oncology, cardiology & pulmonology, neurology & metabolic disorders.

Jabil Circuit, Nypro Feb 2013 665 Acquisition agreement for Nypro

Jabil Circuit announced an agreement to acquire Nypro.

The total purchase price is expected to be $665 million, subject to certain adjustments, and is expected to be funded from Jabil's existing cash and credit facilities.

Actient Pharmaceuticals, Auxilium Pharmaceuticals, GTCR Golder Rauner Apr 2013 645 Acquisition agreement for Actient

Auxilium Pharmaceuticals has completed the acquisition of Actient.

Actient is a private urology specialty therapeutics company.

For $585 million in upfront cash plus certain contingent consideration and warrants to purchase Auxilium common stock.

Auxilium expects to receive a tax benefit, with a net present value of approximately $60 million, as a result of the acquisition of Actient.

The transaction is expected to be immediately accretive on a non-GAAP basis to Auxilium's 2013 adjusted net income.

Auxilium will pay Actient unit holders $585 million in upfront cash.

A warrant for 1.25 million shares of Auxilium common stock with an exercise price of $17.80 per share and up to $50 million of contingent consideration based upon the achievement of future revenue targets.

Auxilium expects to receive a tax benefit, with a net present value of $60 million, as a result of the acquisition of Actient.

Auxilium is using cash on hand and the proceeds from a new secured loan of $225 million from Morgan Stanley Senior Funding.

Greenway Medical Technologies, Vista Equity Partners, Vitera Healthcare Solutions Sep 2013 644 Merger agreement to form Greenway Medical Technologies

Greenway Medical Technologies will combine with private equity owned Vitera Healthcare Solutions.

As part of the $644 million deal, Greenway Medical will go private.

The Vitera and Greenway businesses will serve nearly 13,000 medical organizations and 100,000 providers.

The combined entity is expected to operate as Greenway Medical Technologies with the products and services of both Greenway and Vitera marketed under the Greenway brand.

Greenway will continue to have headquarters and principal operations in Carrollton, GA, Tampa, FL and Birmingham, AL.

Under the terms of the agreement, Vista Equity Partners, which owns Vitera Healthcare Solutions, will pay Greenway stockholders $20.35 in cash for each share of Greenway common stock.

Greenway Medical Technologies, Vitera Healthcare Solutions Nov 2013 644 Merger agreement for Greenway Medical Technologies

Vitera Healthcare Solutions and Greenway Medical Technologies announced merger resulting in the combination of the two companies into an innovative leader in health information technology.

Vista Equity Partners, owner of Vitera, has acquired all outstanding Greenway common stock for $20.35 per share in a transaction valued at approximately $644 million.

The combined company will be privately held and operate under the Greenway brand.

BioMed Realty Trust, Wexford Science & Technology Mar 2013 640 Merger agreement between Wexford Science and BioMed Realty Trust

BioMed Realty Trust has entered into a definitive agreement to merge with Wexford Science & Technology.

The aggregate consideration for Wexford Science & Technology is approximately $640 million, excluding transaction costs and subject to adjustment based on working capital levels and construction and development costs incurred prior to closing. Wexford Science & Technology will operate as a wholly owned subsidiary of BioMed Realty.

Approximately $89 million of the initial consideration is for projects currently under development.

Akorn, Hi-Tech Pharmacal Aug 2013 640 Acquisition agreement for Hi-Tech Pharmacal

Akorn and Hi-Tech Pharmacal announced that they have entered into a definitive agreement under which Akorn will acquire Hi-Tech for $640 million in cash.

Hi-Tech is a specialty pharmaceutical company developing, manufacturing and marketing generic and branded prescription and over-the-counter products.

Hi-Tech specializes in difficult to manufacture liquid and semi-solid dosage forms and produces and markets a range of oral solutions and suspensions, as well as topical ointments and creams, nasal sprays, otics, sterile ophthalmics and sterile ointment and gels products.

Hi-Tech’s Health Care Products division is a leading developer and marketer of OTC products.

Hi-Tech's ECR Pharmaceuticals subsidiary markets branded prescription products.

Under the terms of the agreement, Akorn will pay $640 million in cash, or $43.50 per share.

This represents a 23.5% premium over the closing price on August 26.

Akorn expects to achieve between $15 million and $20 million in annual run-rate synergies within 12 months of close.

The combined company is expected to have annual revenues in excess of $500 million and the transaction is expected to be accretive to Akorn’s non-GAAP adjusted earnings per share immediately upon closing.

Assuming the transaction occurred on January 1, 2013 and assuming the full realization of synergies, the acquisition would have been approximately 40% accretive to Akorn’s expected 2013 non-GAAP adjusted earnings per share.

Bever Pharmaceutical, Pharmstandard Jul 2013 630 Acquisition agreement for Bever Pharmaceutical

Pharmstandard, Russia’s biggest pharmaceutical company, plans to spin off its business that makes branded, non-prescription drugs and agreed to buy Bever Pharmaceutical for $630 million.

The drugmaker announced the purchase of Bever, based in Singapore, in a regulatory filing.

Ansell, BarrierSafe Solutions International, Odyssey Investment Partners Nov 2013 615 Acquisition agreement for BarrierSafe Solutions

Ansell has reached an agreement to acquire BarrierSafe Solutions for a total consideration of approximately US$615 million from Odyssey Investment Partners and others.

Ansell further expands its position in the hand protection market in North America and continues to implement its strategy to create shareholder value through organic and acquisition driven growth.

The Acquisition and associated transaction costs will be funded by a committed debt facility of US$300 million.

Also by raising of new equity through a fully-underwritten private placement of A$338 million (US$308 million).

A portion of a non-underwritten share purchase plan (SPP) of up to A$100 million (US$91 million) to all eligible shareholders in Australia and New Zealand.

BarrierSafe is the leading North American provider of single-use gloves to core Ansell growth verticals like Industrial, Auto Aftermarket, Emergency Medical Services, Dental and Life Sciences, all under the flagship brand Microflex.

Heraeus, Mitsui Chemicals Jun 2013 578 Acquisition agreement for Heraeus Dental

Mitsui Chemicals announces its acquisition of the dental business of Heraeus Holding.

For €450 million (US$578 million).

Mitsui Chemicals is a Japanese publicly traded chemical company with 13,000 employees worldwide.

Based in Hanau near Frankfurt am Main, Heraeus is a global precious metal and technology group that also employs about 13,000 people.

Their product offering includes prosthetics and systems for the conservation and restoration of natural teeth, and an extensive range of products for dental laboratories and dentists.

Mitsui Chemicals' subsidiary Sun Medical has been involved in the dental materials business for more than 30 years and has a strong presence in the Japanese domestic market.

The acquisition of the Heraeus dental business gives Mitsui Chemicals access to a global platform for its dental materials business and accelerates its future growth.

Amplimmune, AstraZeneca, MedImmune Aug 2013 500 Acquisition agreement for Amplimmune

AstraZeneca announced that MedImmune, its global biologics research and development arm, has entered into a definitive agreement to acquire Amplimmune.

The acquisition will bolster MedImmune’s oncology pipeline by obtaining multiple early-stage assets for its immune-mediated cancer therapy portfolio, including AMP-514, an anti-programmed cell death 1 monoclonal antibody (mAb).

Under the terms of the agreement, MedImmune will acquire 100 per cent of Amplimmune’s shares for an initial consideration of $225 million and deferred consideration of up to $275 million based on reaching predetermined development milestones.

CareFusion, GE Healthcare, Vital Signs Nov 2013 500 Acquisition agreement for Vital Signs

31 December 2013

CareFusion announced the completion of its acquisition of the Vital Signs division from GE Healthcare in the U.S., China and certain other geographies.

CareFusion agreed to purchase Vital Signs for $500 million.


18 November 2013

CareFusion announced the signing of a definitive agreement for CareFusion to acquire the Vital Signs division of GE Healthcare for $500 million.

Vital Signs is a leading manufacturer of single-patient-use consumables for respiratory care and anesthesiology.

The acquisition will significantly expand CareFusion's Specialty Disposables business by adding global scale and new products for anesthesiology.

The acquisition is expected to be neutral to modestly accretive to CareFusion adjusted diluted earnings per share in fiscal 2014 and $0.05 to $0.08 accretive in fiscal 2015 excluding amortization of acquired intangible assets, non-cash inventory valuation step-up charges, and nonrecurring restructuring, integration and tax charges.

The company expects continued earnings accretion in fiscal 2016 and longer term.

Top M&A deals of 2012 valued at over US$500m.

Partners Date Value, US$m Subject Termsheet
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.

Transaction Details

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.

MAIN FACTS:

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.

Top M&A deals of 2011 valued at over US$500m.

Partners Date Value, US$m Subject Termsheet
Express Scripts, Medco Health Solutions Jul 2011 29100.0 Acquisition agreement for Medco Health Solutions

Definitive merger agreement.

Medco shareholders will receive $71.36 per share in cash and stock, or $29.1 billion, based on yesterday's closing price.

Medco shareholders will receive $28.80 in cash and 0.81 shares for each Medco share they own upon closing of the transaction.

The agreement has been unanimously approved by the boards of directors of both companies.

The merger will combine the expertise of two complementary pharmacy benefit managers (PBMs) to accelerate efforts to lower the cost of prescription drugs and improve the quality of care for Americans.

Express Scripts shall form a new holding company called Express Scripts Holding Company.

Medco shareholders will receive $28.80 in cash and 0.81 shares of Express Scripts Holding Company for each Medco share they own upon closing of the transaction, and Express Scripts shareholders will become shareholders of Express Scripts Holding Company receiving one share of the new holding company for each share of Express Scripts that they own upon closing.

Based on the closing price of Express Scripts stock of $52.54 as of July 20, 2011, the stock component is valued at $42.56 per share, which, when combined with the $28.80 in cash brings the total value per share to Medco shareholders of $71.36.

This represents a premium to Medco shareholders of 28 percent over Medco's closing share price on July 20, 2011.

Upon closing of the transaction, Express Scripts shareholders are expected to own approximately 59 percent of the combined company and Medco shareholders are expected to own approximately 41 percent.

The transaction provides certain value to Medco shareholders through the cash component, as well as continued participation in the future prospects expected to result from the combination through their ownership of approximately 41 percent of Express Scripts Holding Company shares.

The merger is subject to regulatory clearance and Express Scripts' and Medco's shareholder approvals and other customary closing conditions.

The terms of the merger agreement provide for the payment of termination fees in certain circumstances, but not in connection with the failure to obtain regulatory clearance. The transaction is expected to close in the first half of 2012.

The corporate headquarters will be in St. Louis and George Paz will serve as chairman and CEO of the combined organization.

The Board of Directors will be expanded to include two current independent Medco board members.

The new company will draw upon the collective talent at both companies.

The combination of Express Scripts and Medco will create a best-of-breed enterprise that will harness the experience and expertise of each organization to ensure that customers and patients benefit fully from their complementary capabilities to lower the total cost of healthcare, drive quality outcomes and accelerate the delivery of advanced healthcare solutions.

Johnson & Johnson, Synthes Apr 2011 21300.0 Acquisition agreement for Synthes

15 February 2012

Johnson & Johnson defended its planned acquisition of orthopedics maker Synthes at a meeting with European Union antitrust regulators yesterday.

The commission opened an expanded probe in November into the deal.

It said at the time that the transaction may trigger an increase in prices for orthopedic medical devices.

The world’s second-largest seller of health products agreed in April to buy Synthes, a maker of medical tools to treat damaged bones, in a deal valued at the time at $21.3 billion, the biggest purchase in the New Brunswick, New Jersey-based company’s history.

It would make J&J the leader in the $5.5 billion market for devices used to treat trauma victims.

Johnson & Johnson’s spokesman, William Price, declined to comment in an e-mail.

Synthes didn’t immediately respond to an e-mail seeking comment.

The commission has a deadline of April 2 to rule on the deal.


27 April 2011

Definitive agreement whereby Johnson & Johnson will acquire Synthes for CHF159 per share, or $21.3 billion.

Upon completion of this transaction, Synthes and the DePuy Companies of Johnson & Johnson together will comprise the largest business within the Medical Devices and Diagnostics segment of Johnson & Johnson.

Under the terms of the agreement, each share of Synthes common stock, subject to certain conditions, will be exchanged for CHF55.65 in cash and CHF103.35 in Johnson & Johnson common stock.

The transaction has an estimated net acquisition cost of $19.3 billion as of the close of business on April 26, 2011, based on Synthes approximately 119.5 million fully diluted shares outstanding and approximately $2 billion in cash on hand as of signing.


18 April 2011

Engaged in discussions with Johnson & Johnson about a potential business combination transaction.

No assurance can be given as to whether, when or on what terms any possible transaction might occur.

Synthes does not intend to make any further public statements unless and until a definitive agreement has been reached, or until discussions between the parties have terminated.

Nycomed, Takeda Pharmaceutical May 2011 13684.4 Acquisition agreement for Nycomed

Takeda has reached an agreement with the shareholders of Nycomed in which Takeda will acquire the Zurich-headquartered company for 9.6 billion Euro on a cash-free, debt-free basis.

The boards of directors of each company unanimously approved the transaction which is expected to be completed within 90 to 120 days, making it a wholly owned subsidiary of Takeda, subject to antitrust clearance.

The purchase would exclude Nycomed’s U.S. dermatology business.

The sellers are comprised of a consortium of private equity funds led by Nordic Capital Funds V and VI (“Nordic Capital”), including DLJ Merchant Banking Partners (a Credit Suisse affiliate), Coller International Partners IV and V, and Avista Capital Partners.

Gilead Sciences, Pharmasset Nov 2011 11000.2 Acquisition agreement for Pharmasset

18 January 2012

Gilead Sciencesannounced the completion of the previously announced transaction for Royal Merger Sub, a wholly-owned subsidiary of Gilead (“Merger Sub II”), to acquire Pharmasset for $137 per share in cash, or approximately $11.2 billion in the aggregate.

Pursuant to the merger agreement, Gilead, Merger Sub and Merger Sub II commenced a tender offer on December 6, 2011 to acquire all outstanding shares of Pharmasset at a price of $137 per share, net to the seller in cash (less any required withholding taxes and without interest).

On January 12, 2012, Gilead announced that it had successfully completed the tender offer for all outstanding shares of common stock of Pharmasset and had accepted for payment all shares validly tendered and not withdrawn as of the expiration time of the tender offer and would promptly pay for such shares, which shares represented approximately 95% of Pharmasset’s outstanding shares (including 5,529,352 shares delivered through Notices of Guaranteed Delivery, representing approximately 7% of the shares outstanding).

The rights of Merger Sub under the merger agreement were assigned to Merger Sub II on January 12, 2012.

Pursuant to the terms of the merger agreement, Merger Sub II merged with and into Pharmasset on January 17, 2012.

In order to accomplish the merger as a “short-form” merger, Merger Sub II exercised its “top-up” option pursuant to the merger agreement, which permitted Merger Sub II to purchase additional shares of common stock of Pharmasset directly from Pharmasset for $137 per share (the same purchase price paid in the offer).

All outstanding shares of common stock of Pharmasset, other than (i) shares owned by Gilead, Merger Sub II or any of their direct or indirect wholly-owned subsidiaries, (ii) shares owned by Pharmasset or its subsidiary and (iii) shares held by Pharmasset stockholders who properly demand appraisal for their shares under Delaware law, were canceled and converted into the right to receive cash equal to the $137 price per share.

As a result of the completion of the merger, Pharmasset has become a wholly-owned subsidiary of Gilead and the common stock of Pharmasset will no longer be listed for trading on the NASDAQ Global Select Market, which is expected to take effect as of the close of market on January 17, 2012.

Barclays Capital, Inc. and Bank of America Merrill Lynch acted as financial advisors to Gilead.

Skadden, Arps, Slate, Meagher & Flom LLP acted as Gilead’s legal advisors.

Morgan Stanley & Co. LLC acted as financial advisors to Pharmasset.

Sullivan & Cromwell LLP acted as Pharmasset’s legal advisors.


21st November 2011

Definitive agreement under which Gilead will acquire Pharmasset for $137 per share in cash.

The transaction, which values Pharmasset at approximately $11 billion, was unanimously approved by Pharmasset’s Board of Directors.

Gilead plans to finance the transaction with cash on hand, bank debt and senior unsecured notes.

The company expects the transaction, when completed, to be dilutive to Gilead’s earnings through 2014 and accretive in 2015 and beyond.

Further guidance will be provided when the transaction closes, which is expected to be in the first quarter of 2012.

Under the terms of the merger agreement, a wholly-owned subsidiary of Gilead will promptly commence a tender offer to acquire all of the outstanding shares of Pharmasset’s common stock at a price of $137 per share in cash.

Following successful completion of the tender offer, Gilead will acquire all remaining shares not tendered in the offer through a second step merger at the same price as in 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 Pharmasset 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 $137 per share price in the transaction represents an 89% premium to Pharmasset’s closing share price on Friday, November 18, 2011, the last trading day prior to announcement, and 59% to Pharmasset’s all time high closing stock price.

Gilead has received commitments from Bank of America Merrill Lynch and Barclays Capital in connection with financing of the transaction.

Beckman Coulter, Danaher Feb 2011 6800.0 Acquisition agreement for Beckman Coulter

Definitive merger agreement under which Danaher will acquire all of Beckman Coulter's outstanding common stock for $83.50 per share in cash (without interest), representing an approximate 45% premium over the closing price of Beckman Coulter's common stock on December 9, 2010 before rumors of an acquisition entered the marketplace.

The transaction is valued at approximately $6.8 billion, including debt assumed and net of cash acquired.

Cephalon, Teva Pharmaceutical Industries May 2011 6800.0 Acquisition agreement for Cephalon

Definitive agreement under which Teva will acquire all of the outstanding shares of Cephalon for $81.50 per share in cash, or a total enterprise value of approximately $6.8 billion.

The transaction is not conditioned on financing and is expected to be completed in the third quarter of 2011.

The purchase price of $81.50 per share represents a 39% premium to Cephalon’s stock price on March 29, 2011, the last closing price before the unsolicited proposal was announced; a premium of 44% to Cephalon’s average closing stock price over the last 30 trading days prior to the unsolicited proposal; a 12% premium to the unsolicited proposal of $73.00 per share; and a premium of 6% to Cephalon’s closing stock price on April 29, 2011, the last trading day prior to today’s announcement.

The transaction is expected to be immediately accretive to Teva’s non-GAAP earnings per share and accretive to Teva’s GAAP earnings within the fourth quarter of closing.

Danisco, DuPont Jan 2011 6300.0 Acquisition agreement for Danisco

9 January 2011

DuPont has entered into a definitive agreement for the acquisition of Danisco, a global enzyme and specialty food ingredients company, for $5.8 billion in cash and assumption of $500 million of Danisco net debt.

Apax Partners, Canada Pension Plan Investment Board, Kinetic Concepts, Public Sector Pension Investment Board Jul 2011 6300.0 Acquisition agreement for Kinetic Concepts

Definitive merger agreement under which a consortium comprised of funds advised by Apax Partners, together with controlled affiliates of Canada Pension Plan Investment Board and the Public Sector Pension Investment Board, will acquire KCI for $68.50 per share in cash in a transaction valued at $6.3 billion (including KCI’s outstanding debt).

This per share acquisition price represents a premium of approximately 21 percent to the one-month historical average stock price of $56.49 through July 5, 2011 (one day prior to press speculation of a transaction) and a premium of 52 percent to the 12-month historical average stock price of $45.01 through July 5, 2011.

Cephalon, Valeant Pharmaceuticals Mar 2011 5700.0 Acquisition agreement for Cephalon - terminated

Valeant Pharmaceuticals International proposes $5.7 billion bid to acquire Cephalon, Inc.

The proposal, valued at approximately $5.7 billion, represents a premium of approximately 29% over Cephalon's 30-day trading average.

Valeant anticipates that the transaction will be entirely debt financed. Goldman Sachs & Co. has provided a highly confident letter for the full amount of the financing.

Hellman & Friedman, PPD, The Carlyle Group Oct 2011 3900.0 Acquisition agreement for PPD

Definitive merger agreement under which it will be acquired by affiliates of The Carlyle Group and Hellman & Friedman in an all-cash transaction valued at $3.9 billion, after which PPD will be a private company.

Carlyle and Hellman & Friedman will acquire the outstanding common shares of PPD for $33.25 per share in cash.

This represents a premium of 29.6 percent over PPD’s closing price on September 30, 2011.

Phadia, Thermo Fisher Scientific May 2011 3500.0 Acquisition agreement for Phadia

Definitive agreement to acquire Phadia, a global leader in allergy and autoimmunity diagnostics, from European private equity firm Cinven, for €2.47 billion (or approximately $3.5 billion) in cash.

Thermo Fisher intends to use proceeds from committed debt financing from Barclays Capital and cash on hand to facilitate the transaction.

The transaction, which is expected to be completed in the fourth quarter of 2011, is subject to the satisfaction of customary closing conditions, including applicable regulatory approvals.

Ashland, International Specialty Products May 2011 3200.0 Acquisition agreement for International Specialty Products

Ashland has agreed to acquire privately owned ISP, a global specialty chemical manufacturer of innovative functional ingredients and technologies.

Under the terms of the stock purchase agreement, Ashland will pay approximately $3.2 billion for the business in an all-cash transaction.

At closing, ISP's advanced product portfolio will expand Ashland's position in high-growth markets such as personal care, pharmaceutical and energy.

For the 12 months ended March 31, 2011, ISP generated sales of approximately $1.6 billion and earnings before interest, taxes, depreciation and amortization (EBITDA) of approximately $360 million.

The transaction is expected to be immediately accretive to Ashland's earnings per share.

American Medical Systems, Endo Pharmaceuticals Apr 2011 2900.0 Acquisition agreement for American Medical Systems

Definitive agreement under which Endo will acquire AMS, a leading provider of world-class devices and therapies for male and female pelvic health, for $30 per share, or $2.9 billion in cash, which includes the assumption and repayment of $312 million of AMS debt.

The combined company will be positioned to deliver more comprehensive healthcare solutions across its diversified businesses in branded pharmaceuticals, generics and devices and services, in the key therapeutic areas of urology and pain.

CaridianBCT, Gambro, Terumo Mar 2011 2630.0 Acquisition agreement for CaridianBCT

Gambro AB unit is selling its blood technology business CaridianBCT to Japanese medical technology firm Terumo Corporation (4543.TO) for $2.63 billion.

Smiths Group, Smiths Medical Jan 2011 2450.0 Acquisition agreement for Smith Medical - offer

Smiths Group Rejects $3.9B Offer For Smiths Medical, Inc. 1/18/2011

Smiths Group confirms that it has received an approach for Smiths Medical which it has rejected.

The value offered was £2.45 billion in cash, as a best and final offer, subject inter alia, to extensive due diligence and completion of financing.

The Board has carefully considered this approach with its advisers and has concluded that it would not be in the interests of shareholders to pursue discussions on the basis of an indication at this price level.

In reaching this conclusion, the Board has taken into account the quality and highly cash generative nature of Smiths Medical, both standalone and in the context of the Group as a whole.

Capsugel, Kohlberg Kravis Roberts (KKR), Pfizer Apr 2011 2375 Acquisition agreement for Capsugel

Pfizer and Kohlberg Kravis Roberts & Co L.P. (together with its affiliates, “KKR”) have announced they have entered into an agreement whereby an affiliate of KKR will acquire Pfizer’s Capsugel business for $2.375 billion in cash.

Pfizer’s repurchases of its common stock funded by Capsugel sale proceeds would be in addition to the previously announced anticipated repurchase of approximately $5 billion of shares planned for 2011.

As a result of this transaction, Pfizer is updating its previous 2011 Reported Revenue guidance range from $66.0 - $68.0 billion to $65.2 - $67.2 billion, and its previous 2012 Reported Revenue target range from $63.0 – $65.5 billion to $62.2 - $64.7 billion, while maintaining all other elements of its 2011 financial guidance and 2012 financial targets.

Capsugel will maintain a corporate presence in the United States, with its global headquarters located in New Jersey.

All Pfizer colleagues currently dedicated to this business will be transferred to Capsugel, which will be under the leadership of Guido Driesen upon the completion of the transaction.

The transaction is subject to customary closing conditions, including regulatory approval in certain jurisdictions, such as the U.S. and the European Union, among others. The companies expect to complete the transaction in the third quarter of 2011, assuming the receipt of the required regulatory clearances and satisfaction of other closing conditions.

Immucor, TPG Capital Jul 2011 1900.0 Acquisition agreement for Immucor

Definitive agreement to be acquired by investment funds managed by TPG Capital in a transaction with a fully diluted equity value of $1.973 billion.

Immucor shareholders will receive $27.00 in cash for each share of Immucor common stock they own, representing a premium of approximately 30.2 percent over the closing share price on July 1, 2011, the last full trading day before today's announcement, and a premium of approximately 35.6 percent to Immucor's average closing price over the last month.

The transaction is expected to close in the second half of 2011. The agreement was unanimously approved by the Immucor Board of Directors.

Astra Tech, AstraZeneca, Dentsply International Jun 2011 1800.0 Acquisition agreement for Astra Tech

Definitive agreement to acquire Astra Tech, a leading provider of dental implant products, based in Mölndal, Sweden, from AstraZeneca for approximately $1.8 billion in cash.

This transaction combines two of the fastest growing dental implant businesses, creating a strong global competitor with a number three market position.

This transaction strengthens DENTSPLY's leadership position in the global dental market and is expected to be immediately accretive to DENTSPLY's adjusted earnings per share.

Fresenius Medical Care, Liberty Dialysis Aug 2011 1700.0 Acquisition agreement for Liberty Dialysis

Fresenius Medical Care has executed a merger agreement with Liberty Dialysis Holdings, Inc., the holding company for Liberty Dialysis and Renal Advantage.

The investment, including assumed debt, will be approximately $1.7 billion.

In addition, Fresenius Medical Care previously invested approximately $300 million in Renal Advantage.

The merger is subject to clearance under the Hart–Scott–Rodino Antitrust Improvements Act and is expected to close in early 2012.

Liberty Dialysis Holdings, Inc. has annual sales of approximately $1 billion and operates approximately 260 dialysis clinics.

Fresenius Medical Care anticipates that facilities may need to be divested to secure regulatory clearance of the transaction.

The transaction will be financed from cash flow from operations and debt and is expected to be accretive to earnings in the first year after closing of the transaction.

Clinical Data, Forest Laboratories Feb 2011 1200.0 Acquisition agreement for Clinical Data

Forest Laboratories, Inc. and Clinical Data, Inc. have announced that they have entered into a definitive merger agreement pursuant to which Forest will acquire Clinical Data, for $30.00 per share in cash plus contingent consideration of up to $6.00 per share that may be paid upon achievement of certain commercial milestones related to Viibryd™.

The upfront consideration of $30.00 per share represents a 6.6% premium to the volume-weighted average trading price of CLDA stock since the first trading day after the company announced the approval of Viibryd and that it was considering a potential change of control transaction and a 19.2% premium of the closing price on that day and totals $1.2 billion on a fully diluted basis, net of net cash acquired.

Forest will finance the transaction with existing cash.

The transaction was approved by the boards of both companies and is expected to be completed in the second quarter of 2011, subject to customary closing conditions.

Alexion Pharmaceuticals, Enobia Pharma Dec 2011 1080.0 Acquisition agreement for Enobia Pharma

7 February 2012

Alexion Pharmaceuticals announced that the Company has completed its previously announced acquisition of 100% of the capital stock of Enobia Pharma Corp., a private biopharmaceutical company focused on the development of therapies to treat patients with ultra-rare and life-threatening genetic metabolic disorders.


29 December 2011

Alexion Pharmaceuticals and Enobia Pharma have signed a definitive agreement under which Alexion will acquire 100% of the capital stock of Enobia.

Alexion will acquire Enobia in an all-cash transaction.

Alexion has agreed to pay $610 million in cash upon consummation of the transaction, and up to $470 million in cash to be paid upon achievement of various regulatory and sales milestones.

Alexion is not issuing equity in connection with the acquisition.

The transaction is subject to customary conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

The Boards of both companies have approved the transaction and the companies currently anticipate that the transaction will be completed in the first quarter of 2012.

Alexion intends to finance the acquisition through cash on hand and $300 million of committed bank debt.

Amgen, Biovex Jan 2011 1000.0 Acquisition agreement for BioVex

Biovex, Inc. has entered into a definitive acquisition agreement where Amgen has agreed to acquire BioVex Group, Inc.

Amgen will pay up to US$1 billion; US$425 million in cash at closing and up to US$575 million in additional payments upon the achievement of certain regulatory and sales milestones

Following the completion of the transaction, BioVex will become a wholly owned subsidiary of Amgen

Fujifilm, SonoSite Dec 2011 995.0 Acquisition agreement for Sonosite

29 March 2012

FUJIFILM Holdings Corporation announced the completion of the previously announced acquisition of SonoSite.


16 February 2012

FUJIFILM Holdings Corporation announced today the successful completion of a tender offer through its indirect wholly-owned U.S. subsidiary Salmon Acquisition Corporation for all outstanding shares of common stock of SonoSite for $54 per share, net to the seller in cash, without interest and less any required withholding taxes.

The tender offer and withdrawal rights expired at 17:00 Eastern Standard Time on Wednesday, February 15, 2012.

Computershare Inc., the depositary for the tender offer, has advised that, as of the expiration time 13,748,129 shares (including 2,093,508 shares subject to guarantees of delivery) were validly tendered and not withdrawn, representing approximately 97.39% of all outstanding shares of common stock of SonoSite.

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 $54 per share, net to the seller in cash, without interest and less any applicable withholding taxes.

Fujifilm intends to acquire the remaining outstanding shares of SonoSite common stock through a second-step merger, pursuant to which SonoSite will become a wholly-owned subsidiary of Fujifilm.

As a result of the merger, any shares of common stock of SonoSite not tendered will automatically be cancelled and converted into the right to receive the same $54 in cash per share, without interest and less any applicable withholding taxes, that was paid in the tender offer.

In addition, following the merger, SonoSite's common stock will cease to be traded on the NASDAQ Global Select Market, and SonoSite will no longer have reporting obligations under the Securities Exchange Act of 1934.

The second-step merger is expected to be completed in late March 2012 or thereafter.


17 January 2012

FUJIFILM announced today the commencement of a tender offer through its indirect wholly-owned U.S. subsidiary Salmon Acquisition Corporation for all outstanding shares of common stock of SonoSite for $54 per share, net to the seller in cash, without interest and less any required withholding taxes.

The tender offer is being made pursuant to an Offer to Purchase, dated January 17, 2012, and in connection with the previously announced Agreement and Plan of Merger, dated December 15, 2011, among Fujifilm, Salmon Acquisition Corporation and SonoSite.

The tender offer is scheduled to expire on February 15, 2012, at 17:00 New York (Eastern Standard Time), subject to one or more possible extensions and a subsequent offer period.

The tender offer is conditioned on the tender of at least the number of shares that represents a majority of the outstanding shares of SonoSite common stock on a fully-diluted basis as well as the receipt of certain regulatory approvals and other customary closing conditions.

Following the completion of the tender offer, Fujifilm intends to acquire the remaining outstanding shares of SonoSite common stock through a second-step merger.


15 December 2011

Definitive agreement with SonoSite pursuant to which Fujifilm will acquire SonoSite for approximately $995 million (which includes amounts payable in connection with its convertible debt).

The transaction was unanimously approved by the Boards of Directors of both companies.

Fujifilm, through a U.S. subsidiary, will make an all-cash tender offer to purchase all outstanding shares of SonoSite common stock for $54 per share in cash.

The purchase price represents a premium of 50.0% over SonoSite’s average closing stock price over the three months ended December 14, 2011, and a 75.4% premium over the closing price on November 2, 2011, the last trading day before news reports relating to a possible sale transaction were first published.

The tender offer is scheduled to commence within 20 business days and will remain open for 21 U.S. business days.

The transaction is conditioned on the tender of a majority of the outstanding shares of SonoSite and remains subject to the satisfaction of customary closing conditions, including expiration of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and necessary foreign jurisdictions.

Following the completion of the tender offer, Fujifilm intends to acquire the remaining outstanding shares of SonoSite common stock through a second-step merger.

General Dynamics, Vangent Oct 2011 960.0 Acquisition agreement for Vangent

General Dynamics completed its acquisition of Vangent.

The cash transaction, valued at approximately $960 million, was announced on August 16 and is expected to be accretive to General Dynamics' earnings in 2012. Vangent was majority-owned by The Veritas Capital Fund III, L.P.

Vangent now becomes part of General Dynamics Information Technology.

Alkermes, Elan, Elan Drug Technologies, Jefferies & Company May 2011 960.0 Acquisition agreement for Elan Drug Technologies

1 February 2013

Elan Corporation agreed to sell, on customary terms, all of its remaining 7,750,000 ordinary shares of Alkermes through Jefferies & Company. 


9 September 2011

Cash and stock transaction currently valued at approximately $960 million.

Alkermes and EDT will be combined under a new holding company incorporated in Ireland.

This newly created company will be named Alkermes plc.

Elan will receive $500 million in cash and 31.9 million ordinary shares of Alkermes plc common stock.

Alkermes and Elan will enter into a shareholder agreement that, among other things, contains a lockup, standstill and voting agreement for Elan's shares of Alkermes.

Existing shareholders of Alkermes will receive one ordinary share of Alkermes plc in exchange for each share of Alkermes they own at the time of the merger.

Alkermes shares will be registered in the U.S. and are expected to trade on the NASDAQ exchange.

The transaction is expected to be taxable to existing Alkermes shareholders.

Alkermes has obtained a commitment from Morgan Stanley & Co. and HSBC to provide up to $450 million of term loans to finance the transaction.

Daiichi Sankyo, Plexxikon Mar 2011 935.0 Acquisition agreement for Plexxikon

Plexxikon Inc. has entered into a merger agreement with Daiichi Sankyo Company, Limited.

The purchase price for Plexxikon is $805 million up-front.

Near-term milestone payments associated with the approval of PLX4032 could total an additional $130 million.

Closure of the transaction is subject to clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act and customary closing conditions.

Taiyo Pharmaceuticals, Teva Pharmaceutical Industries May 2011 934.0 Acquisition agreement for Taiyo Pharmaceuticals

16 May 2011

Definitive agreement to acquire 57% of the shares in privately-held Taiyo Pharmaceutical Industry for $460 million in cash paid to private shareholders.

Teva will also extend an offer to purchase all remaining outstanding shares of Taiyo.

This transaction gives Taiyo an enterprise value of $1.3 billion.

The transaction is expected to be accretive to GAAP earnings within four quarters after closing.


3 May 2011

Teva Pharmaceutical Industries is close to acquiring the country's third largest generic drugmaker Taiyo Pharmaceuticals Industry for ¥40 billion, which is about $490 million.

Advanced Biohealing, Safeguard Scientifics, Shire Pharmaceuticals May 2011 750.0 Acquisition agreement for Advanced Biohealing

Shire has agreed to pay $750 million, in cash, for ABH in a transaction that is expected to close late in the second quarter or early in the third quarter of 2011.

It is anticipated that Safeguard will receive aggregate cash proceeds of more than $140 million in connection with the transaction, which represents a more than 13x cash-on-cash return.

Five percent of such proceeds will be held in escrow pending the expiration of an escrow period expiring on March 31, 2012.

The consummation of the transaction is subject to the expiration of the applicable waiting period under the Hart-Scott Rodino Act and the satisfaction of other standard closing conditions.

Athena Diagnostics, Quest Diagnostics, Thermo Fisher Scientific Feb 2011 740.0 Acquisition agreement for Athena Diagnostics

The company reached an agreement to sell Athena Diagnostics to Quest Diagnostics Incorporated for $740 million.

Athena Diagnostics, based in Worcester, Mass., is a leading reference laboratory that provides comprehensive diagnostic testing for neurological and other diseases, with an emphasis on gene-based tests.

The business had approximately $110 million in revenues for full year 2010, has approximately 300 employees and is part of the company’s specialty diagnostics business within its Analytical Technologies Segment.

Caris Diagnostics, Caris Life Sciences, Miraca Oct 2011 725.0 Acquisition agreement for Caris Life Sciences

Miraca Holdings and Caris Life Sciences announced that the two companies have reached a definitive agreement under which Miraca will acquire the anatomic pathology business operated by Caris Diagnostics(“CDx,” a 100% subsidiary of CLS) and its subsidiaries and affiliates.

The total purchase price shall be $725 million, including the repayment of the existing debt, subject to customary post-closing price adjustments. The transaction does not include CLS’ Caris Target Now molecular profiling service or Carisome circulating microvesicle technology, currently under development.

DSI Renal, DaVita Feb 2011 690.0 Acquisition agreement for DSI Renal

Definitive agreement to acquire DSI Renal, Inc. ("DSI"), for approximately $690 million, subject to adjustments.

The company expects to close the transaction in the second or third quarter of this year.

Archer Capital, Ironbridge, Valeant Pharmaceuticals, iNova Pharmaceuticals Nov 2011 690.0 Acquisition agreement for iNova Pharmaceuticals

Agreement to acquire iNova, a private pharmaceutical group which sells and distributes a range of prescription and over-the-counter (OTC) products in Australia, New Zealand, Southeast Asia and South Africa from Archer Capital, Ironbridge and other minority management shareholders.

iNova owns, develops and markets a diversified portfolio of well established and innovative prescription and OTC pharmaceutical products in the Asia Pacific region and South Africa, including leading therapeutic weight management brands such as Duromine, as well as leading OTC brands in the cold and cough area, such as Difflam and Duro Tuss.

Valeant will pay iNova shareholders A$625 million upfront and up to an additional A$75 million in potential milestones based on the success of pipeline activities, product registrations and overall revenue.

Allos Therapeutics, Amag Pharmaceuticals Jul 2011 686.0 Merger agreement between Allos and AMAG (terminated)

21 October 2011

Agreement and Plan of Merger and Reorganization (“the Merger Agreement”) entered into by and among Allos, AMAG and Alamo Acquisition Sub, Inc. on July 19, 2011, as amended on August 8, 2011, has been terminated.


20 July 2011

Definitive merger agreement under which the companies will combine in an all-stock merger with a total equity value of approximately $686 million.

Allos stockholders will receive a fixed ratio of 0.1282 shares of AMAG common stock for each share of Allos common stock they own.

Following the consummation of the merger, AMAG stockholders will own approximately 61 percent of the combined company and Allos stockholders will own approximately 39 percent of the combined company.

Atrium Medical, Getinge, MAQUET Cardiovascular Oct 2011 680.0 Acquisition agreement for Atrium Medical

Binding agreement to acquire all of the shares in Atrium Medical, a US-based company primarily focused on the cardiovascular market.

The acquisition is in line with Getinge’s expressed strategy of increasing its presence in the cardiovascular market.

The purchase consideration for Atrium Medical amounts to USD 680 million (Enterprise Value), corresponding to an EV/EBIT multiple of 12.8 based on expected earnings in 2012.

The completion of the acquisition is contingent on securing approval from the US authorities and is expected to be finalised prior to year-end 2011.

Atrium Medical is expected to be able to continue expanding rapidly in line with its growth in recent years, and will benefit from Getinge’s existing sales organisation, which features proprietary representation in a significant number of markets in which the company is not currently active.

Excluding acquisition-related costs of about USD 6 million, which will be charged to the fourth quarter of 2011, and excluding restructuring costs of about USD 8 million, the acquisition is expected to contribute somewhat to the Group’s earnings per share in 2012.

As of 2013, the contribution to the Group’s earnings per share is expected to rise rapidly.

The Group anticipates being able to consolidate Atrium Medical as of 1 November 2011 at the earliest.

The acquisition is being financed through the use of existing credit facilities and a new form of credit in the shape of a bridge loan of USD 300 million.

Bausch & Lomb, Technolas Perfect Vision Sep 2011 614.6 Acquisition option agreement for Technolas Perfect Vision

28 January 2013

Bausch + Lomb has completed its acquisition of Technolas Perfect Vision GmbH, a leading ophthalmology laser company.


8 September 2011

Definitive agreement providing Bausch + Lomb with an option to purchase all outstanding and unowned TPV shares for a total company value of up to EUR 450 million, based on the achievement of certain milestones and earnouts.

Aetna, Prodigy Health Group Apr 2011 600.0 Acquisition agreement for Prodigy Health Group

Agreement to acquire Prodigy Health Group, the nation’s largest independent third party administrator (TPA) of self-funded health care plans.

Aetna will acquire Prodigy Health Group from Prodigy Health Holdings, LLC, whose majority owner is One Equity Partners.

The purchase price is approximately $600 million.

Aetna expects to finance the acquisition with available resources.

Caliper Life Sciences, PerkinElmer Sep 2011 600.0 Acquisition agreement for Caliper Life Sciences

Definitive agreement to acquire Caliper Life Sciences, leader in imaging and detection solutions for life sciences research, diagnostics and environmental markets, for $10.50 per share, for a total net purchase price of approximately $600 million in cash.

Calistoga Pharmaceuticals, Gilead Sciences Feb 2011 600.0 Acquisition agreement for Calistoga Pharmaceuticals

Definitive agreement pursuant to which Gilead will acquire Calistoga for $375 million.

Calistoga could earn up to an additional $225 million if certain milestones are achieved.

Gilead anticipates that the deal will close in the second quarter of 2011, subject to satisfaction of certain closing conditions, and plans to finance the acquisition through available cash on hand.

Specifar Pharma, Watson Pharmaceuticals May 2011 562.0 Acquisition agreement for Specifar Pharma

Watson has acquired the privately-held multinational generic pharmaceutical developer, manufacturer and marketer for EUR 400 million ($562 million) in cash and certain contingent consideration.

As a result of the acquisition, Watson gains a leading generic product development company that develops and out-licenses products throughout the world.

In addition, this acquisition enhances Watson's commercial presence in key European markets by providing a portfolio of approved products.

The transaction also gives Watson a strong branded-generic commercial presence in the EUR 6 billion Greek pharmaceutical market.

Specifar's pipeline includes a generic tablet version of Nexium® (esomeprazole), which could launch in certain European markets as early as the fourth quarter of 2011.

Under the terms of the acquisition agreement, Specifar's former owners could receive additional consideration based on future profits from this product.

Paddock Laboratories, Perrigo Jan 2011 540.0 Acquisition agreement for Paddock Laboratories

27 July, 2011

Perrigo completes $540 million purchase of Paddock Labs.

The net present value of the tax benefit is estimated to be $95 million. Inclusive of the tax benefit, the total consideration for the acquisition is approximately $445 million.

--

29 June, 2011

Definitive agreement to acquire substantially all of the assets of privately-held Paddock Laboratories for approximately $540,000 in cash.

Cephalon, Gemin X Pharmaceuticals Mar 2011 525.0 Acquisition agreement for Gemin X

Cephalon, Inc. announced it has signed a definitive merger agreement under which it will acquire all of the outstanding capital stock of Gemin X Pharmaceuticals, Inc. for $225 million cash on a cash-free, debt-free basis.

The agreement is subject to customary closing conditions including the receipt of necessary regulatory approvals.

Gemin X stockholders could also receive up to $300 million in cash payments upon the achievement of certain regulatory and sales milestones.

There are no royalty obligations to Gemin X stockholders.

The merger is expected to close in the second quarter of 2011, after which Gemin X will become a wholly-owned subsidiary of Cephalon.

Elekta, Nucletron Jun 2011 523.0 Acquisition agreement for Nucletron

Elekta has agreed to acquire Nucletron for EUR 365 million in cash.

Elekta will pay cash consideration of EUR 365 million to acquire Nucletron on a cash and debt-free basis.

Top M&A deals of 2010 valued at over US$500m.

Partners Date Value, US$m Subject Termsheet
Genzyme, Sanofi-Aventis Aug 2010 20100.0 Acquisition agreement for Genzyme

29 August 2010

Sanofi-aventis has submitted a non-binding proposal to acquire Genzyme in an all-cash transaction valued at approximately $18.5 billion.

Genzyme shareholders would receive $69 per Genzyme share in cash, representing a 38% premium over Genzyme’s unaffected share price of $49.86 on July 1, 2010.

Sanofi-aventis has secured financing for its offer.


30 August 2010

Genzyme has received an unsolicited, non-binding proposal from Sanofi-Aventis to acquire all the outstanding shares of Genzyme for $69 per share in cash.


Hostile offer - October 2010

Tender offer for all outstanding shares of common stock of Genzyme for $69 per share, net to the seller in cash, without interest and less any required withholding taxes.

The transaction is valued at approximately $18.5 billion.


Acquisition confirmed - Feb 2011

Sanofi-aventis and Genzyme Corporation have entered into a definitive agreement under which sanofi-aventis is to acquire Genzyme for $74.00 per share in cash, or approximately $20.1 billion.

In addition to the cash payment, each Genzyme shareholder will receive one Contingent Value Right (CVR) for each share they own, entitling the holder to receive additional cash payments if specified milestones related to Lemtrada™ (alemtuzumab MS) are achieved over time or a milestone related to production volumes in 2011 for Cerezyme® and Fabrazyme® is achieved.

Alcon Laboratories, Nestle, Novartis Jan 2010 12900.0 Acquisition agreement for remaining equity in Alcon

4 January 2010

Exercised option to purchase the remaining shares in Alcon, Inc. owned by Nestle S.A. at a weighted average price of US$180 per share in cash.

The exercise is pursuant to an agreement between Nestle and Novartis that was executed on April 7, 2008.

The option exercise is subject to regulatory approvals and covers approximately 156 million shares of Alcon held by Nestle, representing approximately 52 percent of Alcon’s outstanding shares.

Upon consummation of the purchase, Novartis would own an approximate 77 percent interest in Alcon.

Novartis also announced that it has submitted to the Alcon board of directors a proposal for a merger of Alcon with and into Novartis to be effected under Swiss merger law.

Under the terms of the merger proposal, holders of the approximately 23 percent of Alcon shares that are publicly-traded would receive 2.8 Novartis shares for each Alcon share.

Based on the Novartis share price and U.S. dollar/Swiss franc exchange rates prior to the announcement, this would value each publicly-traded share of Alcon at approximately US$153.

The proposed merger would be contingent upon, among other things, approval by the Alcon Board of Directors, the closing of the purchase and sale transaction related to the Novartis option exercise as well as receipt of required regulatory approvals.


30 July 2010

Australia's competition watchdog cleared Novartis planned buyout of Alcon after Novartis agreed to sell one of Alcon's products to eye care company Bausch & Lomb in Australia.

Novartis agreed to sell the injectable miotic products used in eye surgery in Australia.


27 August 2010

Novartis and Nestlé S.A. have completed the purchase and sale of approximately 156 million shares of Alcon for US$28.3 billion in cash.


15 December 2010

Alcon has merged with Novartis AG, whereby Novartis will pay a total merger consideration valued at $168 per share for the Alcon shares it does not currently own.

The merger consideration will be comprised of a combination of Novartis shares and, if necessary, a cash contingent value amount to result in a total value of $168 per share.

Merck KGaA, Millipore Feb 2010 7200.0 Acquisition agreement for Millipore

28 February 2010

Definitive agreement under which Merck KGaA will acquire all outstanding shares of common stock of Millipore, for US$ 107 per share in cash, or a total transaction value, including net debt, of approximately EUR 5.3 billion (US$ 7.2 billion).

The transaction was approved by the boards of directors of both companies.

Air Products, Airgas Feb 2010 7000.0 Acquisition agreement for Airgas - proposed

5 February 2010

Air Products has made an offer to acquire Airgas $60.00 per share in cash.

At $60.00 per share, the offer provides a 38% premium to Airgas shareholders based on yesterday’s closing price of $43.53 and is 18% above Airgas’ 52-week high.

The total value of the transaction is approximately $7.0 billion, including $5.1 billion of equity and $1.9 billon of assumed debt.

The acquisition is expected to be immediately accretive to Air Products’ earnings per share on both a GAAP and cash basis, excluding expected one-time costs.

Ratiopharm, Teva Pharmaceutical Industries Mar 2010 4900.0 Acquisition agreement for Ratiopharm

18 March 2010

Definitive agreement to acquire ratiopharm, Germany’s second largest generics producer and the sixth largest generic drug company worldwide, for an enterprise value of €3.625 billion.

The transaction is subject to certain conditions including relevant regulatory approvals.

On a pro forma basis, the combined company would have had 2009 revenues of $16.2 billion.

Teva expects to complete the transaction by year-end 2010.

BASF, Cognis Jun 2010 4003.0 Acquisition agreement for Cognis

Chemical industry leader BASF (BASF.DE) has in principle agreed to acquire German additives maker Cognis.

BASF stands to pay slightly more than 3 billion euros ($4.03 billion) including debt for Cognis, controlled for the past nine years by buyout firms Permira and Goldman Sachs Capital Partners.

Astellas Pharma, OSI Pharmaceuticals Mar 2010 4000.0 Acquisition agreement for OSI

1 March 2010

Tender offer to acquire all outstanding shares of common stock of OSI Pharmaceuticals for $52.00 per share in cash, or an aggregate of approximately $3.5 billion on a fully diluted basis.

The all-cash offer represents a significant premium of over 40% on the closing price of OSI's common stock of $37.02 per share on February 26, 2010, a 53% premium to its three-month average of $34.01 per share, and a 31% premium to its 52-week high of $39.66 per share.

Astellas' offer is not subject to any financing conditions.


16 May 2010

May 16, 2010; Astellas Pharma and OSI Pharma have entered into a definitive merger agreement under which Astellas will acquire OSI.

Astellas will increase its offer price to $57.50 per share, which represents a premium of 55% to the closing price for OSI's shares of $37.02 on February 26, 2010, the last trading day before the announcement by Astellas of its tender offer.

The all-cash transaction is valued at $4.0 billion on a fully diluted basis.

This is an all-cash transaction with no financing conditions to close.


9 June 2010

Astellas Pharma Inc has completed its acquisition of OSI Pharmaceuticals for $4.0 billion.

Reckitt Benckiser, SSL International Jul 2010 3900.0 Acquisition agreement for SSL International

21 July 2010

Reckitt Benckiser has agreed to buy Durex condom maker SSL International for 2.54 billion pounds.

NBTY, The Carlyle Group Jul 2010 3800.0 Acquisition agreement for NBTY

15 July 2010

NBTY announced the execution of a definitive merger agreement under which The Carlyle Group will acquire NBTY in a transaction valued at $3.8 billion.

Carlyle will acquire all of the outstanding common shares of NBTY for $55.00 per share in cash, representing a premium of approximately 57% over NBTY's average closing share price during the 30 trading days ended July 14, 2010.

Abbott Laboratories, Piramal Healthcare May 2010 3720.0 Acquisition agreement for Piramal Healthcare

21 May 2010

Abbott have an agreement to acquire full ownership of Piramal's Healthcare Solutions business (Domestic Formulations) for an up-front payment of $2.12 billion, plus $400 million annually for the next four years, giving Abbott the No. 1 position in the Indian pharmaceutical market.

King Pharmaceuticals, Pfizer Oct 2010 3600.0 Acquisition agreement for King Pharmaceuticals

12 October 2010

Pfizer and King Pharmaceuticals have entered into a definitive merger agreement.

Pfizer will acquire King for $3.6 billion in cash, or $14.25 per share, which represents a premium of approximately 40% to King's closing price as of October 11, 2010, and 46% percent to the one-month average closing price as of the same date.

The transaction was approved by the boards of both companies

Pfizer will promptly commence a cash tender offer to purchase all of the outstanding shares of King common stock for $14.25 per share in cash.

The agreement also provides for the parties to effect 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 $14.25 per share in cash.

The companies are targeting a late fourth-quarter 2010 or first-quarter 2011 closing assuming execution of the tender process and receipt of the appropriate regulatory clearances.

Grifols, Talecris Biotherapeutics Jun 2010 3400.0 Acquisition agreement for Tacleris Biotherapeutics

7 June 2010

Grifols and Talecris announced that they have signed a definitive agreement through which Grifols will acquire Talecris for a combination of cash and newly-issued Grifols non-voting shares having an aggregate value today of approximately $3.4 billion (euro 2.8 billion), creating a global leader of life-saving and life enhancing plasma protein therapeutics.

The transaction's financing is fully committed by a syndicate led by Deutsche Bank, Nomura, BBVA, BNP Paribas, HSBC and Morgan Stanley.

Biovail, Valeant Pharmaceuticals Jun 2010 3300.0 Reverse merger agreement for Valeant Pharmaceuticals

21 June 2010

Valeant and Biovail have unanimously approved a definitive merger agreement under which the companies would combine to generate enhanced value for stockholders.

The combined company will be called Valeant Pharmaceuticals International, Inc.

Biovail stockholders will own approximately 50.5 percent and Valeant stockholders will own approximately 49.5 percent of the shares of the combined company on a fully diluted basis.

To finance the transaction, the companies have secured a commitment of $2.8 billion through a term loan facility.

Abraxis BioScience, Celgene Jun 2010 3205 Acquisition agreement for Abraxis

30 June 2010

Celgene to buy Abraxis BioScience for $2.9 billion in cash and stock to acquire a solid-tumor medicine.

Celgene, which markets the best-selling pill Revlimid, will gain the drug Abraxane, approved by U.S. regulators for treating metastatic breast cancer.

Covidien, ev3 Jun 2010 2600.0 Acquisition agreement for ev3 Inc

1 June 2010

Covidien plc and ev3 announced that they have signed a definitive merger agreement under which Covidien will acquire all of the outstanding shares of ev3 Inc. for $22.50 per share in cash, for a total of $2.6 billion, net of cash acquired.

Covidien will pay $22.50 in cash per ev3 share for a total of approximately $2.6 billion, net of cash acquired.

The transaction, which will take the form of an all-cash tender offer by a wholly-owned subsidiary of Covidien, followed by a second-step merger


12 July 2010

Covidien announced the successful completion of its tender offer through its subsidiary, COV Delaware Corporation, to purchase all of the outstanding shares of common stock of ev3 Inc


13 July 2010

Covidien has completed the previously announced acquisition of ev3 for an aggregate consideration of approximately $2.6 billion, net of cash and short-term investments acquired.

Crucell, Johnson & Johnson Sep 2010 2400.0 Acquisition agreement for Crucell

17 September 2010

Johnson & Johnson or an affiliate would acquire all outstanding equity of Crucell that it does not already own for approximately EUR1.75 billion, which represents a purchase price of EUR24.75 per share.

The public offer would be an all cash transaction.

McKesson, US Oncology Nov 2010 2160.0 Acquisition agreement for US Oncology

2 November 2010

McKesson and US Oncology have signed a definitive agreement under which McKesson will purchase all outstanding shares of US Oncology for cash.

The total transaction, including the assumption of US Oncology’s outstanding debt, is valued at approximately $2.16 billion.

The combined organization will focus on providing a comprehensive offering of solutions for the oncology industry.

Dionex, Thermo Fisher Scientific Dec 2010 2100.0 Acquisition agreement for Dionex

13 December 2010

Thermo Fisher will acquire all of the outstanding shares of Dionex for $118.50 per share in cash, or a total purchase price of approximately $2.1 billion.

The transaction is not conditioned on financing and is expected to be completed in the first quarter of 2011.

The consideration represents a 21% premium to Dionex's closing stock price on December 10, 2010 and a 32% premium to Dionex's average closing stock price over the last 60 trading days.

Bain Capital, Styron Mar 2010 1630.0 Acquisition, option, supply and service agreement for Styron

Dow Chemical and Bain Capital have signed an agreement under which Dow's Styron Division will be divested to an affiliate of Bain Capital for $1.63 billion.

Dow has an option to receive up to 15 percent of the equity of Styron as part of the sale consideration.

Additionally, the transaction includes several long-term supply, service and purchase agreements which will generate substantial value for both Dow and Styron.

The transaction is expected to close by August 2010.

Charles River Laboratories, WuXi PharmaTech Apr 2010 1600 Acquisition agreement for WuXi PharmaTech (terminated)

26 April 2010

Charles River Laboratories and WuXi PharmaTech have an agreement under which Charles River and WuXi will combine in a cash and stock transaction valued at approximately $1.6 billion.


Termination agreement - July 2010

Charles River has agreed with WuXi PharmaTech to terminate their previously announced acquisition agreement.

The Company also announced that its Board of Directors has authorized a new $500 million stock repurchase program.

The termination agreement provides for Charles River to pay WuXi a $30 million breakup fee and includes mutual releases of any claims and liabilities arising out of or relating to the acquisition agreement.

AGA Medical, St Jude Medical Oct 2010 1300.0 Acquisition agreement for AGA Medical

18 October 2010

Definitive agreement under which St. Jude Medical will acquire all of the outstanding shares of AGA Medical for $20.80 per share in a cash and stock transaction valued at approximately $1.3 billion, including the assumption of approximately $225 million in outstanding debt.

The transaction is expected to be conducted as an exchange offer followed by a merger and to close by the end of the year.

Cardinal Health, Kinray Nov 2010 1300.0 Acquisition agreement for Kinray

18 November 2010

Cardinal Health announced plans to acquire Kinray for $1.3 billion in an all-cash transaction that will significantly expand its ability to serve retail independent pharmacies in the northeastern United States.

Apax Partners, Endo Pharmaceuticals, Qualitest Pharmaceuticals Sep 2010 1200.0 Acquisition agreement for Qualitest Pharmaceuticals

28 September 2010

Definitive agreement to acquire Qualitest Pharmaceuticals, a leading, privately-held generics company in the U.S., for approximately $1.2 billion in cash.

The combined company will deliver more comprehensive healthcare solutions across its diversified businesses in Branded Pharmaceuticals, Generics, Devices & Services in key therapeutic areas including pain and urology.

Papillon Holdings, Thomas H. Lee Partners, inVentiv Health May 2010 1100.0 Acquisition agreement for InVentiv Health

6 May 2010

InVentiv Health is being acquired by private equity firm Thomas H. Lee Partners for $1.1 billion.

DSM, Martek Biosciences Dec 2010 1087.0 Acquisition agreement for Martek Biosciences

21 December 2010

Royal DSM and Martek Biosciences have entered into a definitive agreement under which DSM will acquire all the outstanding shares of common stock of Martek for US$31.50 in cash per share for total consideration of US$1,087 million.

The acquisition is structured as an all-cash tender offer for all the outstanding shares of Martek common stock to be followed by a merger in which each remaining share of Martek common stock would be converted into the same cash per share price paid in the tender offer.

Galderma, Q-Med Dec 2010 1020.0 Acquisition agreement for Q-Med

13 December 2010

Galderma announced a public takeover offer to the shareholders of Q-Med to tender all of their shares in Q-Med to Galderma.

The shareholders in Q-Med are offered a cash payment of SEK 75.00 per share in Q-Med.

3M, Cogent Aug 2010 943.0 Acquisition agreement for Cogent

30 August 2010

3M and Cogent have a definitive agreement for 3M’s acquisition of Cogent Inc. for $10.50 per share.

The proposed transaction has an aggregate value of approximately $943 million, or approximately $430 million net of cash acquired.

Boehringer Ingelheim, SSP Feb 2010 913.0 Acquisition agreement for SSP

10 February 2010

Boehringer Ingelheim to buy the rest of SSP for about 82 billion yen ($913 million) to expand in the world’s second-biggest pharmaceutical market.

Bristol-Myers Squibb, ZymoGenetics Sep 2010 885.0 Acquisition agreement for ZymoGenetics

7 September 2010

Bristol-Myers Squibb and ZymoGenetics have signed a definitive agreement for the acquisition of ZymoGenetics for $9.75 per share in cash.

The transaction has an aggregate purchase price of approximately $885 million, or approximately $735 million net in cash

Avid Radiopharmaceuticals, Eli Lilly Nov 2010 836.3 Acquisition agreement for Avid Radiopharmaceuticals

8 November 2010

Eli Lilly and Company has signed a definitive merger agreement to acquire Avid Radiopharmaceuticals.

The acquisition of Avid also provides Lilly with a diagnostics development platform covering several disease areas, including Parkinson's disease and diabetes.

Lilly will acquire all outstanding shares of Avid for an upfront payment of $300 million.

Avid stockholders will also be eligible for up to $500 million in additional payments contingent upon potential future regulatory and commercial milestones for florbetapir.

Avid will continue to operate from its facility in Philadelphia, Pennsylvania.

Avid will provide uninterrupted support for ongoing academic clinical trials, including the Alzheimer's Disease Neuroimaging Initiative (ADNI), as well as ongoing clinical trials for other pharmaceutical companies.

3M, Arizant Sep 2010 810.0 Acquisition agreement for Arizant

10 September 2010

3M has entered into a definitive agreement to acquire Arizant for $810 million in cash.

PBM Products, Perrigo Mar 2010 808.0 Acquisition agreement for PBM Holdings

23 March 2010

Perrigo will acquire 100% of the shares of PBM Holdings, for $808 million in cash.

No PBM debt will be assumed in this transaction.

Perrigo intends to fund the transaction using approximately $175 million of cash on hand and $300 million available under the terms of its existing debt agreements.

The balance is expected to be raised through one or more sources of new debt financing.

The Company received a bank bridge financing commitment for up to $350 million.


5 May 2010

Perrigo funded the transaction using approximately $193 million of cash on hand and $200 million borrowed under its existing debt agreements.

The remaining funding came from a just completed $415 million private placement note issuance with a weighted average interest rate of 5.23%.

Ardian, Medtronic Nov 2010 800.0 Acquisition agreement for Ardian

23 November 2010

Medtronic entered into a merger agreement whereby Medtronic will acquire Ardian.

The agreement calls for Medtronic to make an up front cash payment of $800 million, plus commercial milestones equal to the annual revenue growth through the end of Medtronic’s fiscal year 2015.

Medtronic had previously invested in Ardian and currently holds an 11 percent ownership stake in the Company.

Concentra, Humana Nov 2010 790.0 Acquisition agreement for Concentra

22 November 2010

Humana has signed an agreement to purchase Concentra for approximately $790 million in cash.

Alcon Laboratories, LenSx Lasers Jul 2010 743.5 Acquisition agreement for LenSx

7 July 2010

Alcon has an agreement to acquire LenSx Lasers.

Alcon will pay US $361.5 million in cash at closing to LenSx shareholders for their shares, plus maximum payments of US $382.5 million based upon the achievement and over-achievement of future femtosecond unit and procedure fee revenue milestones.

Medco Health Solutions, United BioSource Aug 2010 730.0 Acquisition agreement for BioSource

16 August 2010

Medco will acquire UBC in an all-cash transaction valued at approximately $730 million.

Paras Pharmaceuticals, Reckitt Benckiser Dec 2010 730.0 Acquisition agreement for Paras Pharmaceuticals

13 December 2010

Reckitt Benckiser has agreed to buy Paras forINR 32.6 billion (Indian Rupees) (approximately GBP 460 million).

RB will finance the transaction from existing facilities.

Ion Torrent, Life Technologies Aug 2010 725.0 Acquisition agreement for Ion Torrent

18 August 2010

Life Technologies has agreement to acquire Ion Torrent for $375 million in cash and stock.

The sellers are entitled to additional consideration of $350 million in cash and stock upon the achievement of certain technical and time-based milestones through 2012.

Abbvie, Facet Biotechnology Mar 2010 722.0 Acquisition agreement for Facet Biotech

9 March 2010

Definitive agreement for Abbott to acquire Facet.

Abbott will acquire Facet for $27 per share in cash for a net transaction value of approximately $450 million, which includes a purchase price of approximately $722 million less Facet's projected cash and marketable securities at closing of approximately $272 million.

Abbott will promptly commence a tender offer to purchase all outstanding shares of Facet Biotech at $27 per share.

The closing of the tender offer is conditioned on the tender of a majority of the outstanding shares of Facet's common stock on a fully diluted basis and the satisfaction of regulatory and other customary conditions.

Oracle Health Sciences, Phase Forward Apr 2010 685.0 Acquisition agreement for Phase Forward

16 April 2010

Phase Forward has been acquired by Oracle for $17.00 per share in cash, representing a valuation of approximately $685 million.

The transaction is expected to close in mid-2010.

The acquisition of Phase Forward is consistent with Oracle’s strategy to provide mission-critical applications for key industries.

Cardinal Health, Healthcare Solutions Holding Jun 2010 667.0 Aquisition agreement for Healthcare Solutions Holding

Cardinal Health has a definitive agreement to purchase Healthcare Solutions Holding in an upfront $517 million all-cash transaction.

The agreement also includes the opportunity for earn-out payments of up to $150 million over the next three years.

The transaction is expected to close early in Cardinal Health's 2011 fiscal year, which begins on July 1.

Cephalon, Mepha Pharma Feb 2010 615.4 Acquisition agreement for Mepha

1 February 2010

Agreement to acquire Mepha AG and its subsidiaries, a profitable, privately-held, Swiss-based pharmaceutical company.

Cephalon will purchase Mepha AG for CHF 622.5 million, or an estimated $590 million USD, from the Merckle family-owned Mepha Holding AG, subject to adjustments upon closing.


9 April 2010

Mepha is now a wholly-owned subsidiary of Cephalon.

The purchase price paid at closing, inclusive of certain closing adjustments, was CHF 662.4 million (or approximately US$615.4 million).

The purchase price is also subject to further post-closing working capital and net debt adjustments.

Clarient, GE Healthcare, Safeguard Scientifics Oct 2010 587.0 Acquisition agreement for Clarient

22 October 2010

Clarient to be acquired by GE Healthcare for all outstanding common and preferred shares of Clarient at a price of $5.00 per common share and $20.00 per preferred share, payable in cash.

The transaction values Clarient at $587 million.

The completion of the transaction is expected to close in late 2010 or early 2011.


Extension agreement - December 2010

Clarient extended the current pending offer by Crane Merger ("Purchaser"), an indirect wholly-owned subsidiary of General Electric Company to acquire all of the outstanding shares of capital stock of the Company.

The extension changes the expiration of the Offer from midnight, New York City time, at the end of the day on Monday, December 6, 2010 to midnight, New York City time, at the end of the day on Thursday, December 16, 2010.

Aspen Pharmacare, Sigma Pharmaceuticals May 2010 585.0 Acquisition agreement for Sigma - terminated

21 May 2010

Aspen has submitted an indicative non-binding proposal to acquire Sigma at an enterprise value of A$1,492 million (approx. ZAR 9,796 million), which implies a price per Sigma share of A$0.60 (approx. ZAR3.94)1 based on 1,178.6 million Sigma shares outstanding and net debt (including off-balance sheet facilities) of A$785 million (approx. ZAR 5,154 million)1 as reported at 31 January 2010 (together, “the Proposal”).


6 July 2010

Aspen Pharmacare will reduce its A$707 million ($589 million) takeover offer for Sigma after reviewing the Australian company’s accounts.

Aptalis Pharma, Axcan, Eurand Dec 2010 583.0 Acquisition agreement for Eurand

1 December 2010

Definitive agreement under which Axcan will acquire all the outstanding shares of Eurand for $12.00 per share in cash.

The fully diluted equity value of the transaction is approximately $583 million.

Under the terms of the agreement, it is anticipated that a wholly-owned subsidiary of Axcan will shortly commence a tender offer for all of the outstanding shares of Eurand.

Sanofi-Aventis, TargeGen Jun 2010 560.0 Acquisition agreement for TargeGen

Sanofi-aventis has signed an agreement for the acquisition of TargeGen.

Sanofi-aventis will make an upfront payment of $75 million upon closing of the transaction.

Further milestones payments will occur at different stages of development of TargeGen lead product TG 101348.

The total amount of all payments, including the upfront payment, could reach US $560 million.

The closing of the transaction is expected to occur in the 3rd quarter of 2010 and is subject to customary consent conditions.

Movetis, Shire Pharmaceuticals Aug 2010 552.5 Acquisition agreement for Movetis

3 August 2010

A wholly-owned subsidiary of Shire will launch a voluntary public takeover offer for all the shares in Movetis NV.

Shire will offer EUR19 per share in cash for all of the issued shares of Movetis, valuing the company's fully diluted equity at EUR428 million.

BioControl Medical, Medtronic May 2010 550.0 Option agreement to acquire BioControl Medical

24 May 2010

Medtronic also obtained an option to acquire BioControl for $550 million subject to the company obtaining approval from the US Food and Drug Administration (FDA) for its proprietary implantable nerve stimulation devices.

Medtronic also has an option, which is highly unusual: if BioControl fails to complete the clinical trials of its devices or obtain FDA approval for them, Medtronic can still acquire the company for $350 million.

Bioniche Pharma, Mylan Laboratories Jul 2010 550.0 Acquisition agreement for Bioniche

14 July 2010

Mylan will acquire Bioniche Pharma Holdings Limited for $550 million in cash, to get an access to the North American injectables market.

Mylan will merge its unit dose business UDL Laboratories with Bioniche Pharma to form Mylan Institutional.

BMP Sunstone, Sanofi-Aventis Oct 2010 520.0 Acquisition agreement for BMP Sunstone

29 October 2010

Sanofi-aventis and BMP Sunstone Corporation have entered into a definitive agreement under which sanofi-aventis is to acquire all outstanding shares of BMP Sunstone for cash consideration of USD 10 per share, or a total of approximately USD 520.6 million.

The acquisition is to be structured as a merger of BMP Sunstone and a wholly-owned subsidiary of sanofi-aventis.

Fogazzi, Invatec, Krauth Cardiovascular, Medtronic Jan 2010 500.0 Acquisition agreement for Invatec, Fogazzi and Krauth

Definitive agreement to acquire Invatec, a developer of innovative medical technologies for the interventional treatment of cardiovascular disease, and two affiliated companies: Fogazzi, which provides polymer technology to Invatec; and Krauth Cardiovascular, which distributes Invatec products in Germany.

The agreement calls for Medtronic to make an initial payment of $350 million to Invatec and additional payments of up to $150 million for Invatecs achievement of specific milestones.

Aetna, MediCity Dec 2010 500.0 Acquisition agreement for Medicity

7 December 2010

Aetna has entered into an agreement to acquire Medicity, a health information exchange technology company.

The purchase price is approximately $500 million.

Aetna expects to finance the acquisition with available resources.

Merck and Co, SmartCells Dec 2010 500.0 Acquisition agreement for SmartCells

2 December 2010

Merck & Co and SmartCells will acquire SmartCells, a private company developing a glucose responsive insulin formulation for the treatment of diabetes mellitus.

Merck will acquire all outstanding stock of SmartCells.

Shareholders will receive an upfront cash payment and be eligible to receive clinical development and regulatory milestones for products resulting from the transaction for potential aggregate payments in excess of $500 million.

Sales-based payments for products resulting from the transaction will also be payable.

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