M&A scorecard

Data source: Current Agreements

The M&A scorecard gives an instant overview of the highest value M&A agreements entered into over the specified year of your choice.

Below is a snapshot of the largest deals by value, however Current Agreements stores and categorizes deal data dating as far back as 2000 saving you valuable time on your dealmaking research activities.

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Top M&A deals of 2012 valued at over US$500m.

Partners Date Value, US$m Subject Termsheet
Actavis, Watson Pharmaceuticals Apr 2012 5933 Acquisition agreement for Actavis

Watson 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 (proposed)

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.

Gen-Probe, Hologic Apr 2012 3700 Acquisition agreement for Gen-probe

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.

Boston Biomedical, Dainippon Pharmaceutical 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.

GlaxoSmithKline, Human Genome Sciences May 2012 2600 Acquisition agreement for Human Genome Sciences for $13 per share (proposed)

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.

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 May 2012 2200 Acquisition agreement for Dako for $2.2 billion

Agilent Technologies and EQT, the Sweden-based private equity group, announced the execution of a definitive agreement for Agilent to acquire Dako, the Denmark-based cancer diagnostic company.

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.

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.

Boston Scientific, Cameron Health Mar 2012 1350 Acquisition agreement for Cameron Health

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.

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.

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.

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

Takeda Pharmaceutical, URL Pharma Apr 2012 800.0 Acquisition agreement for URL Pharma

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.

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.

EUSA Pharma, Jazz Pharmaceuticals Apr 2012 700 Acquisition agreement for EUSA Pharma

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.

Decision Resources Group, Piramal Healthcare May 2012 635 Acquisition agreement for Decision Resources Group for $635 million

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.

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.

Bausch & Lomb, ISTA Pharmaceuticals Mar 2012 500 Acquisition agreement for ISTA pharmaceuticals

24 April 2012

Bausch + Lomb, the global eye health company, and ISTA Pharmaceuticals, announced that they received early termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act), in connection with Bausch + Lomb's pending acquisition of ISTA.

The early termination of the waiting period under the HSR Act satisfies one of the conditions for consummation of the transaction.

The transaction, which was announced on March 26, 2012, is expected to close during the second quarter of 2012 and remains subject to certain other closing conditions, including approval by ISTA's stockholders.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

This communication is being made in respect of the proposed transaction involving ISTA and Bausch + Lomb.

The proposed transaction will be submitted to the stockholders of ISTA for their consideration.

In connection with the proposed transaction, ISTA filed a preliminary proxy statement with the Securities and Exchange Commission (SEC) on April 23, 2012.

ISTA and Bausch + Lomb plan to file with the SEC other documents regarding the proposed transaction.

STOCKHOLDERS OF ISTA ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION IN ITS ENTIRETY AND TO READ THE FINAL PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

The final proxy statement will be mailed to ISTA's stockholders. You may obtain copies of all documents filed with the SEC concerning the proposed transaction, free of charge, at the SEC's website at www.sec.gov.

ISTA and Bausch + Lomb and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from ISTA's stockholders with respect to the transactions contemplated by the merger agreement.


26 March 2012

Bausch + Lomb and ISTA Pharmaceuticals have signed a definitive agreement under which Bausch + Lomb will acquire ISTA for $9.10 per share in cash, or a total of approximately $500 million.

The transaction, which has been unanimously approved by the boards of directors of both companies, is expected to close in the second quarter of 2012.

Bausch + Lomb's acquisition of ISTA accelerates the company's strategy to strengthen its pipeline and marketed products and capabilities.

The transaction is expected to drive growth and high performance for the long term.

The combination adds ISTA's portfolio of industry-proven non-steroidal, anti-inflammatory, allergy, glaucoma and spreading agents to Bausch + Lomb's robust, complementary portfolio of existing Rx ophthalmology and OTC eye health products.

The companies also have complementary development pipelines. ISTA's pipeline includes candidates in various stages of development to treat various ocular conditions including inflammation and pain, while Bausch + Lomb's pipeline of pharmaceutical innovations include the first of a new class of ocular anti-inflammatory agents to come along in decades, and a promising approach to reducing intra-ocular pressure in patients with open-angle glaucoma or ocular hypertension.

The transaction, which is expected to be accretive to Bausch + Lomb's EBITDA in the first year after close, is subject to regulatory approval and other customary closing conditions, including the approval of ISTA's shareholders. The companies will continue to operate independently until completion of the transaction.

Bausch + Lomb currently intends to finance the acquisition with a combination of cash on hand and the proceeds of a $350 million incremental term loan facility to be provided under its existing credit facility and available borrowings under its existing revolving credit facilities or, alternatively, to obtain other financing in lieu of the foregoing (provided that Bausch + Lomb intends in all cases to have a combination of cash on hand and committed financing sufficient to finance the acquisition).

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 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, 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.

Alkermes, Elan, Elan Drug Technologies May 2011 960.0 Acquisition agreement for Elan Drug Technologies

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.

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.

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 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

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.

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.

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.

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 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, 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 2900.0 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, Novo Nordisk, 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

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%.

Avid Radiopharmaceuticals, Eli Lilly Nov 2010 800.0 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.

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.

Abbott Laboratories, 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.

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.

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.

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.

Merck & 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.

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.

Top M&A deals of 2009 valued at over US$500m.

Partners Date Value, US$m Subject Termsheet
Pfizer, Wyeth Jan 2009 68000.0 Acquisition agreement for Wyeth

Under the terms of the transaction, each outstanding share of Wyeth common stock will be converted into the right to receive $33 in cash and 0.985 of a share of Pfizer common stock, subject to the terms of the merger agreement.

Based on the closing price of Pfizer stock as of January 23, 2009, the stock component is valued at $17.19 per share.

The transaction provides immediate value to Wyeth 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 16 percent of Pfizer’s shares.

The deal is expected to be accretive to Pfizer’s adjusted diluted earnings per share in the second full year after closing(1).

The transaction is anticipated to yield cost savings of approximately $4 billion to be fully realized by the third year after closing.

Savings are expected in selling, informational and administrative functions, research and development, and manufacturing.

The transaction will be financed through a combination of cash, debt and stock.

A consortium of banks has provided commitments for a total of $22.5 billion in debt.

In connection with the proposed transaction between Pfizer and Wyeth, the Board of Directors of Pfizer has determined that, effective with the dividend to be paid in the second quarter of 2009, it will reduce Pfizer’s quarterly dividend per share to $0.16, which continues to be competitive with other industry participants.

Pfizer believes the transaction offers significant opportunities to enhance long-term shareholder value.

Merck & Co, Schering-Plough Mar 2009 41000.0 Acquisition agreement for Schering-Plough

9 March 2009

Definitive merger agreement under which Merck and Schering-Plough will combine, under the name Merck, in a stock and cash transaction.

Under the terms of the agreement, Schering-Plough shareholders will receive 0.5767 shares and $10.50 in cash for each share of Schering-Plough.

Each Merck share will automatically become a share of the combined company.

Merck Chairman, President and Chief Executive Officer Richard T. Clark will lead the combined company.

Merck shareholders are expected to own approximately 68 percent of the combined company, and Schering-Plough shareholders are expected to own approximately 32 percent.

Merck anticipates that the transaction will be modestly accretive to non-GAAP EPS1 in the first full year following completion and significantly accretive thereafter.

Abbott Laboratories, Solvay Sep 2009 6600.0 Acquisition agreement for Solvay

28 September 2009

Definitive agreement with the Solvay Group for Abbott to acquire Solvay's pharmaceuticals business for EUR 4.5 billion ($6.6 billion) in cash.

The acquisition also includes full global rights to the fenofibrate franchise.

Express Scripts, NextRx, Wellpoint Apr 2009 4675.0 Acquisition agreement for NextRx

Definitive agreement under which Express Scripts, one of the largest pharmacy benefits management (PBM) companies in North America, will acquire WellPoint's NextRx subsidiaries for $4.675 billion, which includes consideration for the value of a future tax benefit for Express Scripts based on the structure of the transaction.

GlaxoSmithKline, Stiefel Laboratories Apr 2009 2900.0 Acquisition agreement for Stiefel Laboratories

GSK will acquire the total share capital of Stiefel for a cash consideration of $2.9 billion.

GSK also expects to assume $0.4 billion of net debt upon closing.

A potential further $0.3 billion cash payment is contingent on future performance. GSK's existing prescription dermatological products will be combined with Stiefel's and the new specialist global business will operate under the Stiefel identity within the GSK Group.

Abbott Laboratories, Advanced Medical Optics Jan 2009 2800.0 Acquisition agreement for Advanced Medical Optics

12 January 2009

Abbott will commence a tender offer by Jan. 26, 2009, to purchase all outstanding shares of AMO at $22 per share.

The $2.8 billion estimated value of the transaction is based on AMO's approximately 62 million fully diluted shares outstanding, plus estimated net debt at the time of closing.

Abbott and AMO expect the transaction to close in the first quarter of 2009.

Dainippon Sumitomo Pharma, Sepracor, Sunovion Pharmaceuticals Sep 2009 2600.0 Acquisition and option agreement for Sepracor

3 September 2009

Definitive agreement pursuant to which DSP will acquire Sepracor for approximately $2.6 billion through a cash tender offer of $23.00 per share, followed by a merger to acquire all remaining outstanding Sepracor shares at the same price paid in the tender offer.

Sepracor will become a wholly owned subsidiary of Dainippon Sumitomo Pharma America Holdings

Sepracor will retain its name, branding and intellectual property rights and continue to operate as Sepracor.

Bristol-Myers Squibb, Medarex Jul 2009 2400.0 Acquisition agreement for Medarex

23 July 2009

Acquisition of Medarex by Bristol-Myers Squibb, for $16.00 per share in cash.

The transaction, with an aggregate purchase price of approximately $2.4 billion, has been unanimously approved by the boards of directors of both companies.

Medarex’s projected $300 million in net cash and marketable securities at closing would be an asset acquired by Bristol-Myers Squibb resulting in an implied purchase price of approximately $2.1 billion.

Chattem, Sanofi-Aventis Dec 2009 1900.0 Acquisition agreement for Chattem

Tender offer through its wholly-owned subsidiary, River Acquisition Corp., for all outstanding shares of common stock of Chattem, Inc. for $93.50 per share, or approximately $1.9 billion, 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 11, 2010, and in connection with the previously announced Agreement and Plan of Merger, dated December 20, 2009, among sanofi-aventis, River Acquisition Corp. and Chattem, Inc.

Arrow Group, Watson Pharmaceuticals Jun 2009 1750.0 Acquisition agreement for Arrow Group

Definitive agreement to acquire privately held Arrow Group for $1.75 billion in cash and stock.

Watson will acquire Arrow for cash and stock consideration of $1.75 billion.

The total consideration will include a cash payment of $1.05 billion, and the issuance of approximately 16.9 million shares of Watson common stock valued at $500 million (based on Watson's trailing 5-day average stock price of $29.51), both paid at closing.

The remaining $200 million will be paid in the form of zero-coupon preferred stock redeemable three years after closing of the transaction.

Arrow shareholders will also receive additional contingent payments based on sales of the authorized generic version of Lipitor(R) (atorvastatin).

Watson intends to fund the cash portion of the consideration by using available cash and additional borrowings. The Company is evaluating options for longer term debt financing. The combined company expects to generate substantial free cash flow, enabling Watson to rapidly improve its balance sheet profile.

Agilent Technologies, Varian Medical Systems Jul 2009 1500.0 Acquisition agreement for Varian

27 July 2009

Definitive agreement for the acquisition by Agilent of Varian, a leading worldwide supplier of scientific instrumentation and associated consumables for life science and applied market applications.

Agilent will pay $52 cash per share of common stock for Varian in a transaction that represents a premium of approximately 35% to Varian’s closing price on July 24, 2009.

CV Therapeutics, Gilead Sciences Mar 2009 1400.0 Acquisition agreement for CV Therapeutics

12 March 2009

Definitive agreement pursuant to which Gilead will acquire CV Therapeutics for $20.00 per share in cash through a tender offer and second step merger.

CV Therapeutics will become a wholly-owned subsidiary of Gilead.

The transaction is valued at approximately $1.4 billion and is expected to be dilutive to Gilead’s earnings in 2009, neutral to accretive in 2010 and accretive in 2011 and beyond.

Crucell, Wyeth Jan 2009 1350.0 Acquisition agreement for Crucell (terminated)
Astellas, CV Therapeutics Jan 2009 1000.0 Acquisition agreement for CV Therapeutics (terminated)

To acquire all outstanding common shares of CV Therapeutics for $16.00 per share in cash.

The proposal represents a 41% premium to the closing share price of CV Therapeutics on January 26, 2009, and a 69% premium to CV Therapeutics’ 60-day average closing price.

The proposal is not subject to any financing condition and represents a total equity value of $1.0 billion on a fully diluted basis.

Cougar Biotechnology, Johnson & Johnson May 2009 970.0 Acquisition agreement for Cougar Biotechnology

Johnson & Johnson will initiate a tender offer, to purchase all outstanding shares of Cougar Biotechnology at $43 per share or an estimated $970 million

Lundbeck, Ovation Pharmaceuticals Feb 2009 900.0 Acquisition agreement for Ovation Pharmaceuticals

Lundbeck said that it will buy Ovation Pharmaceuticals Inc. for up to $900 million.

Lundbeck will make an upfront payment of $600 million upon closing.

Additional payments of up to $300 million within one year of closing are contingent upon the achievement of certain product regulatory milestones relating to FDA approval of Ovation's Sabril treatment for adults with refractory complex partial seizures and children with infantile spasms.

Onyx Pharmaceuticals, Proteolix Oct 2009 851.0 Acquisition agreement for Proteolix

13 October 2009

Onyx will make a $276 million cash payment upon closing of the transaction.

Additional payments include $40 million payable in 2010 based on the achievement of a development milestone and up to $535 million contingent upon the achievement of anticipated approvals for carfilzomib in the U.S. and Europe.

Of the potential $535 million, a payment of $170 million is based upon the achievement of accelerated U.S. Food and Drug Administration approval.

The transaction is expected to close in the fourth quarter of 2009,

Acclarent, Ethicon Endo-Surgery, Johnson & Johnson Dec 2009 785.0 Acquisition agreement for Acclarent

Definitive merger agreement whereby Ethicon will acquire Acclarent in an all-cash transaction for approximately $785 million net of estimated cash on hand at time of closing.

Sanofi-Pasteur, Shantha Biotechnics Jul 2009 781.0 Acquisition agreement for Shantha Biotechnics
Hypermarcas, Neo Quimica Dec 2009 750.0 Acquisition agreement for Neo Quimica

Acquisition of the Neo Química Laboratory, with the transaction that creates the third biggest laboratory of Brazilian capital and the forth biggest in operation in Brazil.

The Company, which was already the leader in medicaments free from prescription (OTC), now accomplishes its entry in the market of generics and similar with the recognized brand Neo Química.

CoreValve, Medtronic Feb 2009 700.0 Acquisition agreement for CoreValve

The agreement calls for an initial payment of $700 million plus additional payments contingent upon the achievement of agreed milestones.

Medley, Sanofi-Aventis Apr 2009 665.0 Acquisition agreement for Medley

This acquisition will enable sanofi-aventis to reinforce its number one ranking among pharmaceutical companies in Brazil, with a total 12% market share (IMS MAT Feb 09).

Sanofi-aventis will become the leading player in the field of generics in Brazil and in Latin America.

The acquisition values Medley at 1,500 million BRL (500 million euros).

Celgene, Gloucester Pharmaceuticals Dec 2009 640.0 Acquisition agreement for Gloucester Pharmaceuticals

Definitive merger agreement under which Celgene Corporation will acquire Gloucester Pharmaceuticals.

Celgene says the acquisition will continue to advance its leadership position in the development of disease-altering therapies through innovative approaches for patients with rare and debilitating blood cancers.

Endo Pharmaceuticals, Indevus Pharmaceuticals Jan 2009 637.0 Acquisition agreement for Indevus Pharmaceuticals

6 January 2009

Endo will acquire 100 percent of the outstanding shares of Indevus for approximately $370 million, or $4.50 per Indevus share, in cash, and up to an additional approximately $267 million, or $3.00 per Indevus share, in cash payable in the future upon achievement of certain regulatory and sales milestones.

Corthera, Novartis Dec 2009 600.0 Acquisition agreement for Corthera

Acquisition of the privately held US biopharmaceutical company Corthera Inc.

Novartis will assume full responsibility for the development and commercialization of relaxin, with regulatory submissions in the US and Europe planned for 2013.

The US Food and Drug Administration (FDA) has granted "Fast Track¨ designation to relaxin as part of its program to expedite the review of new drugs intended to treat serious or life-threatening conditions that can potentially address unmet medical needs.

Novartis will acquire all of the outstanding shares of Corthera's stock for USD 120 million.

In addition, Corthera's current shareholders will be eligible to receive additional payments of up to USD 500 million that are contingent upon clinical milestones, regulatory approval of relaxin and the achievement of commercialization targets.

This transaction, which is subject to customary regulatory approvals, is expected to be completed in the first quarter of 2010.

Alcon Laboratories, ESBATech Sep 2009 589.0 Acquisition agreement for ESBATech

Alcon will pay ESBATech shareholders $150 million in cash at closing, plus contingent payments of up to $439 million based upon the achievement of future research and development milestones that would be expected to create value for Alcon.

The agreement to acquire ESBATech includes all rights to its technology for therapeutic application to the eye, including age-related macular degeneration, diabetic macular edema, glaucoma, dry eye and uveitis.

Substantially all of the employees of ESBATech will join Alcon upon the finalization of the acquisition.

The rights to the technology and products for application outside of ophthalmology will be retained by the previous shareholders of ESBATech and spun off into a separate new company, Delenex Therapeutics AG.

Essilor, FGX International Holdings Dec 2009 565.0 Acquistion agreement for FGX International Holdings

Essilor have signed an agreement to acquire FGX International.

The all-cash transaction is valued at approximately $565 million, including the repayment of FGX’s net debt of approximately $100 million.

This transaction price represents $19.75 per FGX International share.

FGX will be merged with a wholly owned subsidiary of Essilor.

Fovea Pharmaceuticals, Sanofi-Aventis Oct 2009 548.0 Acquisition agreement for Fovea Pharmaceuticals

Fovea Pharmaceuticals announced today that it has entered into a binding agreement with sanofi-aventis to sell 100% of its share to sanofi-aventis.

Fovea has a portfolio of three clinical compounds, a unique technology platform and several discovery programs dedicated to back of the eye diseases.

The deal is valued to a total of euro 370M, including an immediate upfront payment and subsequent milestone payments related to the progress of the clinical compounds.

The closing of the transaction is expected to occur in the 4th quarter of 2009.

AstraZeneca, Novexel Dec 2009 505.0 Acquisition agreement for Novexel

Definitive agreement whereby Novexel shall be acquired by AstraZeneca for a total cash consideration of up to $505 million, including contingent payments and the net cash position of the company at closing.

AstraZeneca will acquire 100 percent of Novexel's shares for $350 million in cash payable upon completion and will pay up to an additional $75 million to Novexel shareholders if specified development milestones are reached.

AstraZeneca will also transfer to Novexel shareholders an amount equivalent to the cash balance of Novexel at closing.

The cash balance of Novexel at closing is expected to be approximately $80 million.

This transaction will provide AstraZeneca with an attractive portfolio of clinical and preclinical compounds which are designed to address infections caused by drug-resistant bacteria in the hospital.

Biovitrum, Swedish Orphan, Swedish Orphan Biovitrum Nov 2009 500.0 Merger agreement to form Swedish Orphan Biovitrum

Biovitrum will pay an upfront consideration of SEK 3.5 billion (on a cash and debt free basis), to be financed by a fully guaranteed rights issue, an issue in kind and bank financing.

The Transaction will be instantly accretive to earnings per share for Biovitrum's shareholders.


January 14, 2010. Biovitrum AB has completed acquisition of Swedish Orphan.

Biovitrum has acquired all shares and warrants in Swedish Orphan by payment of a consideration consiting of approximately SEK 1,923 million in cash and in addition newly issued common shares in Biovitrum

BiPar Sciences, Sanofi-Aventis Apr 2009 500.0 Acquisition agreement for BiPar Sciences

Binding agreement for the acquisition of BiPar Sciences, Inc., ("BiPar") a privately held US biopharmaceutical company, developing novel tumor-selective approaches for the treatment of different types of cancers.

Under the agreement, the purchase price will depend on the achievement of milestone payments related to the development of BSI-201, which could achieve a maximum of $500 million.

The closing of the transaction is expected to occur in the 2nd quarter of 2009, subject to the receipt of the FTC clearance.

Top M&A deals of 2008 valued at over US$500m.

Partners Date Value, US$m Subject Termsheet
Genentech, Roche Jul 2008 46800.0 Acquisition agreement for remaining equity in Genentech

21 July 2008

Roche has proposed to acquire the outstanding publicly held interest in Genentech for US$89.00 per share in cash, or a total payment of approximately US$43.7 billion to equity holders of Genentech other than Roche.

Roche acquired a majority in Genentech in 1990 and currently owns 55.9% of all outstanding shares.


12 March 2009

Roche will acquire the outstanding publicly held interest in Genentech for US$95.00 per share in cash, or a total payment of approximately US$46.8 billion to equity holders of Genentech other than Roche.

Millennium, Takeda Pharmaceutical Apr 2008 8800.0 Acquisition agreement for Millennium

10 April 2008

Definitive agreement pursuant to which Takeda will acquire Millennium for approximately $8.8 billion through a cash tender offer of $25.00 per share.

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

Upon completion of the acquisition, Millennium will become a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited, and will continue operations in Cambridge, Massachusetts, as a standalone business unit.

Millennium will be known as Millennium Pharmaceuticals, Inc., a Takeda Company.

Barr Pharmaceuticals, Teva Jul 2008 7460.0 Acquisition agreement for Barr

17 July 2008

Based upon the unaffected NASDAQ closing price of Teva's ADRs on July 16, 2008, the indicated combined per share consideration for each outstanding share of Barr common stock amounts to $66.50, or a total consideration of $7.46 billion plus the assumption of net debt of approximately $1.5 billion.

Teva expects the transaction to close in late 2008 and to become accretive to GAAP earnings in the fourth quarter after closing.

This purchase price represents a premium of 32% to Barr's average daily closing price on the New York Stock Exchange for the 52-week period ending on July 16, 2008, and 42% to the closing price on July 16, 2008.

Applied Biosystems, Invitrogen, Life Technologies Jun 2008 6700.0 Acquisition agreement to establish Life Technologies

12 June 2008

Invitrogen will acquire all of the outstanding shares of Applera's Applied Biosystems Group in a cash and stock transaction valued at $6.7 billion

Applera-Applied Biosystems shareholders will receive $38.00 for each share of Applera-Applied Biosystems stock they own in the form of Invitrogen common stock and cash.

The expected split between cash and stock is 45% and 55%, respectively.

Applera-Applied Biosystems shareholders also will have the option to request all cash or all stock, subject to possible proration.

Eli Lilly, ImClone Systems Oct 2008 6500.0 Acquisition agreement for ImClone

6 October 2008

Lilly will acquire ImClone through an all cash tender offer of $70.00 per share, or approximately $6.5 billion.

The offer represents a premium of 51 percent to ImClone's closing stock price on July 30, 2008.


Daiichi Sankyo, Ranbaxy Laboratories Jun 2008 4600.0 Acquisition agreement for Ranbaxy majority stake

Binding Share Purchase and Share Subscription Agreement (the “SPSSA”) was entered into between Daiichi Sankyo, Ranbaxy and the Singh family, the largest and controlling shareholders of Ranbaxy (the “Sellers”), pursuant to which Daiichi Sankyo will acquire the entire shareholding of the Sellers in Ranbaxy and further seek to acquire the majority of the voting capital of Ranbaxy at a price of Rs737 per share with the total transaction value expected to be between US$3.4 to US$4.6 billion (currency exchange rate: US$1=Rs43).

On the post closing basis, the transaction would value Ranbaxy at US$8.5 billion.

Avista Capital Partners, Bristol-Myers Squibb, ConvaTec, Nordic Capital May 2008 4100.0 Acquisition agreement for ConvaTec

Definitive agreement to sell its ConvaTec business unit to Nordic Capital Fund VII and Avista Capital Partners for $4.1 billion subject to adjustments based on ConvaTec’s audited 2007 financial statements and closing working capital.

ConvaTec is a world leader in the development and marketing of innovative wound therapeutics and ostomy care products.

APP Pharmaceuticals, Fresenius Jul 2008 3700.0 Acquisition agreement for APP

Definitive merger agreement pursuant to which Fresenius will acquire APP.

Fresenius will acquire the outstanding common stock of APP for $23.00 in cash per share (the "Cash Purchase Price") plus a contingent value right ("CVR") that could deliver up to an additional $970 million, or $6.00 per share in cash, if the financial results of the Company meet certain targets (payable in Q2 2011).

The cash consideration of $23.00 per share and potential for total value of $29.00 per share represents a premium of 29% and 63%, respectively, over the Company's closing stock price on July 3, 2008.

CSL, Talecris Biotherapeutics Aug 2008 3100.0 Acquisition agreement for Talecris Biotherapeutics (terminated)

CSL under which CSL has agreed to acquire Talecris for $3.1 billion in cash.

This amount includes net debt, which as of June 30, 2008 was approximately $1.2 billion, implying an equity value as of that date of about $1.9 billion.


Termination agreement - June 2008

CSL and Talecris Biotherapeutics have mutually agreed to terminate their merger agreement, announced on August 12, 2008, under which CSL agreed to acquire Talecris for US$3.1 billion in cash.

Both parties will fulfill their obligations for termination contained in the merger agreement.

As part of the agreement, CSL will pay Talecris a US$75 million break fee, and the plasma supply contract the parties entered into in connection with the merger agreement will remain in effect.

Sanofi-Aventis, Sanofi-Aventis Europe, Zentiva Jun 2008 2600.0 Acquisition agreement for Zentiva

18 June 2008

Sanofi-Aventis plans to make a 40.04 billion crown ($2.6 billion) offer for Czech drugmaker Zentiva, trumping a bid from financial group PPF


18 June 2008

Sanofi-aventis announces the opening today of the Offer by its wholly-owned subsidiary Sanofi-Aventis Europe to acquire all issued ordinary shares (including shares held in the form of GDSs) of Zentiva N.V

The Offer is open for a period of 10 weeks ending September 19, 2008, which may be extended.


15 September 2008

Sanofi-Aventis extended its offer for Czech generics drugs maker Zentiva, Sanofi said on its web site.


22 September 2008

Sanofi-Aventis and Zentiva agreed an all cash public offer of CZK 1150 per share (the “Improved Offer) by Sanofi-Aventis’ wholly-owned subsidiary Sanofi-Aventis Europe to acquire all issued ordinary shares (including shares held in the form of GDSs) in the share capital of Zentiva.


25 February 2009

Sanofi-aventis Announces Success of Zentiva Offer.

Alpharma, King Pharmaceuticals Aug 2008 1600.0 Acquisition agreement for Alpharma

22 August 2008

Proposal to acquire all of the outstanding shares of common stock of Alpharma for $33.00 per share in cash.

The proposed price implies a total equity value of approximately $1.4 billion for 100% of the fully diluted share capital and an enterprise value of approximately $1.2 billion.


30 December 2008

King completed the tender offer by King’s wholly-owned subsidiary, Albert Acquisition for all outstanding shares of Class A Common Stock of Alpharma for $37.00 per share in cash for total equity value of approximately $1.6 billion

Inverness Medical Innovations, Matria Healthcare Jan 2008 1180.0 Acquisition agreement for Matria Healthcare

27 January 2008

Inverness Medical Innovations and Matria Healthcare have entered into a definitive agreement pursuant to which Inverness will acquire all outstanding shares of common stock of Matria for $39.00 per share, payable $6.50 in cash plus $32.50 in convertible preferred stock of Inverness (convertible at $69.32, a premium of 30% over the prior five day closing average price of Inverness shares) or, at the election of Inverness, in cash.

The total transaction consideration will be approximately $1.18 billion, consisting of approximately $900 million to acquire the Matria shares of common stock and assumption of approximately $280 million of Matria’s indebtedness outstanding. T

he proposed transaction will take the form of an indirect acquisition through a merger of a newly formed, wholly-owned subsidiary of Inverness with and into Matria.

Sciele Pharma, Shionogi Sep 2008 1100.0 Acquisition agreement for Sciele Pharma

Definitive agreement under which Shionogi & Co., Ltd. will acquire Sciele Pharma, Inc.

Shionogi will acquire all the outstanding shares of Sciele's common stock at a price of $31 per share, for a total equity purchase price of approximately $1.1 billion.

Upon completion of the acquisition, Sciele will become a wholly-owned subsidiary of Shionogi and will continue operations in Atlanta, GA, USA as a standalone business unit.

Ethicon Endo-Surgery, Johnson & Johnson, Mentor Corporation Dec 2008 1070.0 Acquisition agreement for Mentor

Johnson & Johnson will commence a tender offer to purchase all outstanding shares of Mentor at $31.00 per share.

The tender offer is conditioned on the tender of a majority of the outstanding shares of Mentor’s common stock on a fully diluted basis.

The closing is conditioned on clearance under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing conditions.

The $1.12 billion estimated net value of the transaction is based on Mentor’s 34.6 million fully diluted shares outstanding, plus estimated net debt at time of closing.

The boards of directors of Johnson & Johnson and Mentor have approved the transaction.

Novartis, Speedel Jul 2008 880.0 Acquisition agreement for Speedel

Novartis has purchased of an additional 51.7% stake in Speedel and plans to acquire the remaining shares in the Swiss biopharmaceutical company through a mandatory public tender offer.

The full acquisition of Speedel, excluding the 9.7% stake held by Novartis before these transactions, is expected to cost CHF 907 million (or about USD 880 million).


5 August 2008

Speedel have announced the recommendation of the Board of Directors regarding the public tender offer pre-announced by Novartis on 10 July 2008.

The Board of Directors of Speedel welcomes the public tender offer of Novartis, which the Board considers to be in the best interest of its shareholders and all other stakeholders.

The Board recommends to its shareholders to accept the offer of Novartis and to tender their shares.

The Board of Directors of Speedel welcomes the public tender offer of Novartis, which the Board considers to be in the best interest of its shareholders and all other stakeholders. The Board recommends to its shareholders to accept the offer of Novartis and to tender their shares.

The Board analysed Novartis's tender offer at a price of CHF 130.00 per Speedel share in cash and benchmarked it in several ways. The Board, together with its financial advisor Merrill Lynch International, came to the conclusion that the price offered by Novartis adequately reflects the current value of Speedel's shares:

The offer price includes a substantial premium compared to the volume weighted average share price (CHF 72.19) for the 60 trading days prior to the announcement of the offer. Most of the significant shareholders which sold their shares on 9 July 2008 may be seen as independent financial investors and judged this price to be adequate. In addition, the applied premium is in the range of recent comparable transactions. Analyst target price recommendations prior to the announcement of the tender offer ranged from CHF 70 to CHF 230, i.e. the offer price lies in the mid third of these recommendations. According to Merrill Lynch International's valuation using estimates made by Speedel's management the resulting equity value per Speedel share ranges from CHF 102.07 to CHF 132.36.

The public tender offer announced by Novartis offers shareholders an opportunity to sell their shares in a fair way under appropriate conditions. With the Extraordinary General Meeting scheduled for 14 August 2008 and the offering period planned from 11 August 2008 to 5 September 2008, the takeover process can be completed within a short time frame. As of 22 July 2008, Novartis was holding 67.3% of Speedel shares.

The detailed report of the Speedel Board of Directors regarding the announced offer from Novartis for Speedel's shareholders together with Merrill Lynch International's Fairness Opinion will be included into the offering prospectus by Novartis scheduled for publication on 11 August 2008 and will be available for download at www.speedel.com/section/7 from the date of publication onwards.

GlaxoSmithKline, Sirtris Pharmaceutical Apr 2008 720.0 Acquisition agreement for Sirtris Pharma

22 April 2008

GlaxoSmithKline will acquire Sirtris Pharmaceuticals for approximately USD720 million (or approx. GBP362 million) through a cash tender offer of USD22.50 (or approx. GBP11.33) per share.

Lev Pharmaceuticals, Viropharma Jul 2008 637.5 Acquisition agreement for Lev

Definitive merger agreement under which ViroPharma will acquire Lev, a biopharmaceutical company focused on developing and commercializing therapeutic products for the treatment of inflammatory diseases, for $442.9 million of upfront consideration, or $2.75 per Lev share, comprised of $2.25 per share in cash and $0.50 per share in ViroPharma common stock (subject to a collar).

Contingent consideration of up to $1.00 per share may be paid on achievement of certain regulatory and commercial milestones.

The transaction with a potential net aggregate value of up to $617.5 million has been unanimously approved by the boards of directors of both companies. The companies expect the transaction to be completed by the end of 2008. In addition, concurrently with the execution of the merger agreement, ViroPharma purchased $20 million of Lev common stock.

ViroPharma will acquire the outstanding common stock of Lev for $2.25 per share in cash and $0.50 per share in stock ("Upfront Consideration"), subject to a collar. The Upfront Consideration value could be lower or higher if the ViroPharma average common share price is lower than $10.03 or higher than $15.68 per share during the twenty trading day period prior to closing. In addition, Lev shareholders will receive the non-transferrable contractual right to two contingent payments ("CVR Payments") of $0.50 each that could deliver up to an additional $174.6 million, or $1.00 per share in cash, if the Company meets certain targets. The first CVR payment of $0.50 per share would become payable when either (i) Cinryze is approved by the FDA for acute treatment of HAE and the FDA grants orphan exclusivity for Cinryze encompassing the acute treatment of HAE to the exclusion of all other human C1 inhibitor products or, (ii) orphan exclusivity for the acute treatment of HAE has not become effective for any third party's human C1 inhibitor product for two years from the later of the date of closing and the date that orphan exclusivity for Cinryze for the prophylaxis of HAE becomes effective. The second CVR payment of $0.50 per share would become payable when Cinryze reaches at least $600 million in cumulative net product sales within 10 years of closing. The Upfront Consideration of $2.75 per share and the potential for a total value of $3.75 per share represent premiums of 49% and 103%, respectively, over Lev's closing stock price on July 14, 2008.

Closing is subject to certain conditions including approval under the Hart-Scott-Rodino Act, the approval of Lev's shareholders and other customary closing conditions. Mr. Judson Cooper, Lev's chairman of the board, and Dr. Joshua Schein, Lev's chief executive officer, respectively, and their affiliates, who collectively hold an aggregate of approximately 23% of the outstanding Lev shares, have agreed to vote their shares in favor of the transaction.

Additionally, ViroPharma agreed to make a $20 million investment in Lev, at signing, by purchasing 9,661,836 shares of Lev common stock at a 10 percent premium to the five day average closing price of Lev's shares for the period ending Friday, July 11, 2008, sold pursuant to Lev's effective registration statement on Form S-3.

Hologic, Third Wave Technologies Jun 2008 580.0 Acquisition agreement for Third Wave Technologies

9 June 2008

Hologic has a definitive agreement to acquire Third Wave Technologies for a purchase price of $11.25 per share, or approximately $580 million in cash.

Hologic is to acquire 100% of Third Wave’s stock in a cash tender offer to be followed by a merger to acquire any untendered shares.

The transaction, completion of which is anticipated in the third calendar quarter of 2008.

Actimis Pharmaceuticals, Boehringer Ingelheim Jun 2008 515.0 Acquisition agreement for Actimis

Agreement to acquire Actimis Pharmaceuticals, Inc., a privately owned biotech company based in San Diego.

The acquisition will occur through a structured buyout in whichBoehringer Ingelheim will acquire shares of Actimis depending on theachievement of several successive milestones with Actimis’ leading asthmacompound AP768.

If AP768, currently in phase I clinical development, is successfully advanced into phase III, Boehringer Ingelheim will own 100% of Actimis’ shares.

Upon successful completion of the entire development programme, the total deal will be worth US$ 515 million.

Further financial details were not disclosed.

Jerini, Shire Pharmaceuticals Jul 2008 515.0 Acquisition agreement for Jerini

The agreement regarding the strategic partnership provides for Shire to submit through Maia Elfte Vermögensverwaltungs-GmbH, to be renamed "Shire Deutschland Investments GmbH", a voluntary public cash takeover offer at a price of Euro 6.25 per share to the shareholders of Jerini AG without a minimum acceptance threshold.

The offer price corresponds to a premium of approximately 199 percent over the volume-weighted average stock price of Euro 2.09 of Jerini AG's shares during the three months prior to the announcement of the offer.

The Management Board and the Supervisory Board of Jerini AG unanimously support the offer, which is contingent upon merger clearance and other customary conditions, subject to further assessment after the publication of the offer document.

Acambis, Sanofi-Aventis, Sanofi-Pasteur Jul 2008 507.8 Acquisition agreement for Acambis

25 July 2008

Sanofi-Aventis agreed to buy British vaccine maker Acambis for 276 million pounds ($547.8 million)

Sanofi is offering 190 pence in cash for each Acambis share, a 64 percent premium to the stock's closing level on Friday.

The deal is expected to close by the end of September.


2 September 2008

Acambis’ shareholders approve Sanofi Pasteur Holding’s Offer by a large majority

Sanofi Pasteur has reached an agreement with Acambis on the terms of a unanimously recommended offer to acquire the entire capital of that company.

The resolutions adopted today by Acambis’ shareholders are an important step in the implementation of this acquisition.


25 September 2008

Sanofi Pasteur announced today that Sanofi Pasteur Holding has successfully completed the acquisition of Acambis plc for £ 285 million. Acambis becomes today a wholly-owned subsidiary of Sanofi Pasteur Holding, the parent company of Sanofi Pasteur, the vaccines division of the sanofi-aventis Group