Scorecard: Top M&A deals 2009

The M&A scorecard lists the top deals of 2009 based on published headline value in US dollars.

M&A deal scorecard - top 20 - 2009 - deals valued at over $1,000m

Last updated: January 12, 2010

Rank	Partners	Date	Value, US$m
1	Pfizer - Wyeth	Jan '09	$68,000
2	Roche - Genentech	Mar '09	$48,000
3	Merck - Schering-Plough	Mar '09	$41,000
4	TPG - IMS Health	Nov '09	$5,200
5	GSK - Stiefel	Apr '09	$3,600
6	Dainippon - Sepracor	Sep '09	$2,600
7	BMS - Medarex	Jul '09	$2,400
8	Sanofi-Aventis - Chattem	Dec '09	$1,900
9	Watson - Arrow Group	Jun '09	$1,750
10	Varian - Agilent	Jul '09	$1,500
11	Gilead - CV Therapeutics	Mar '09	$1,400
12	Abbott - Adv. Med. Optics	Mar '09	$1,300
13	J&J - Cougar	May '09	$970
14	Lundbeck - Ovation	Feb '09	$900
15	Onyx - Proteolix	Oct '09	$850

Source: CurrentPartnering, 2009

M&A scorecard in detail

1. Pfizer - Wyeth

January 2009 - Acquisition - Headline value: $68,000m

Pfizer and Wyeth have entered into a definitive merger agreement under which Pfizer will acquire Wyeth in a cash-and-stock transaction currently valued at $50.19 per share, or a total of approximately $68 billion.

2. Roche - Genentech

March 2009 - Acquisition - Headline value: $48,000m

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.

3. Merck - Schering-Plough

March 2009 - Merger - Headline value: $41,000m

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.

4. TPG - IMS Health

November 2009 - Acquisition - Headline value: $5,200m

IMS Health has entered into a definitive agreement to be acquired by investment funds managed by TPG Capital and the CPP Investment Board in a transaction with a total value of $5.2 billion, including the assumption of debt.

5. GSK - Stiefel

April 2009 - Acquisition - Headline value: US$3,600m

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.

6. Dainippon - Sepracor

September 2009 - Acquisition - Headline value: $2,600m

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. The tender offer price represents a 48.0% premium to Sepracor’s average stock price over the last six month period ending on September 1, and a 27.6% premium over the closing price of Sepracor’s common stock on September 1, 2009.

7. BMS - Medarex

July 2009 - Acquisition - Headline value: $2,400m

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.

8. Sanofi-Aventis - Chattem

December 2009 - Acquisition - Headline value: US$1,900m

Definitive agreement under which sanofi-aventis is to acquire 100 percent of the outstanding shares of Chattem in a cash tender offer for $93.50 per share, or approximately $1.9 billion. The transaction will create the world's fifth-largest consumer healthcare company measured by product revenues by combining Chattem's position as a leading U.S. consumer healthcare company with sanofi-aventis' strong international presence in the sector.

9. Watson - Arrow Group

June 2009 - Acquisition - Headline value: $1,750m

Definitive agreement to acquire privately held Arrow Group for $1.75 billion in cash and stock. The combination of Watson and Arrow will result in a global pharmaceutical company with over $3 billion in revenue, commercial operations in over 20 countries, and a robust product portfolio and pipeline. Watson expects the transaction to close in the second half of 2009, and be accretive to cash earnings per share in 2010 before synergies.

10. Varian - Agilent

July 2009 - Acquisition - Headline value: US$1,500m

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. Both Agilent’s and Varian’s Board of Directors have unanimously approved the all-cash offer.

11. Gilead - CV Therapeutics

March 2009 - Acquisition - Headline value: $1,400m

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’ Board of Directors has unanimously approved the transaction and has agreed to recommend to its stockholders that they tender their shares pursuant to the tender offer. CV Therapeutics will become a wholly-owned subsidiary of Gilead. The transaction is valued at approximately $1.4 billion.

12. Abbott - Advanced Medical Optics

March 2009 - Acquisition - Headline value: US$1,300m

The acquisition of AMO enhances and strengthens Abbott's diverse mix of medical device businesses and gives it a leadership position in the large and growing eye care market. Abbott Medical Optics holds the number one position in LASIK surgical devices, the number two position in the cataract surgical device market and the number three position in contact lens care products.

The final step in the acquisition process was a short-form merger of Rainforest Acquisition Inc., a wholly owned subsidiary of Abbott, with and into Advanced Medical Optics, Inc. As a result of the merger, all outstanding shares of AMO common stock not tendered in the cash tender offer (other than those as to which holders properly exercise dissenters’ rights) were converted into the right to receive $22 per share in cash, without interest and subject to any required withholding taxes.

13. Johnson & Johnson - Cougar Biotechnology

May 2009 - Acquisition - Headline value: US$970m

Johnson & Johnson will initiate a tender offer, through a new wholly-owned subsidiary, to purchase all outstanding shares of Cougar Biotechnology at $43 per share. The tender offer is conditioned on the tender of a majority of the outstanding shares of Cougar Biotechnology’s common stock. The closing is conditioned on clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. The $970 million estimated net value of the transaction is based on Cougar Biotechnology’s 20.8 million shares outstanding, net of estimated cash on hand at closing. The boards of directors of both Johnson & Johnson and Cougar Biotechnology have approved the transaction.

14. Lundbeck - Ovation

February 2009 - Acquisition - Headline value: $900m

Definitive transaction agreement under which Lundbeck, through the wholly owned subsidiary Lundbeck, Inc., will acquire Ovation in an all cash transaction valuing Ovation at up to USD 900 million or approximately DKK 5.2 billion. The Supervisory Board at Lundbeck and the Board of Directors of Ovation have unanimously approved the transaction.

15. Onyx - Proteolix

October 2009 - Acquisition - Headline value: US$750m

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 certain regulatory 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.