M&A Scorecard: M&A deals top 20 - 2007

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Scorecard: Top M&A deals 2007

The M&A scorecard lists the top deals of 2007 based on published headline value in US dollars.

M&A deal scorecard - top 20 - 2007

Last updated: December 31, 2007

Rank Partners Date Value, US$m
1 AstraZeneca - MedImmune Apr '07 $15,600
2 Schering-Plough - Organon Mar '07 $14,500
3 Siemens - Dade-Behring Jul '07 $7,000
4 Merck Serono - Mylan May '07 $6,700
5 Hologic - Cytyc May '07 $6,200
6 Nestle - Gerber Products Apr '07 $5,500
7 Warburg P. - Bausch & Lomb May '07 $4,500
8 Mitsubishi - Tanabe Feb '07 $4,300
9 Eisai - MGI Pharma Dec '07 £3,900
10 Blackstone - Cardinal Hea. Jan '07 $3,300
11 Roche - Ventana Jun '07 $3,000
12 Celgene - Pharmion Nov '07 $2,900
13 Shire - New River Feb '07 $2,600
14 Nestle - Novartis Jul '07 $2,500
15 Reckitt - Adam Resp. Dec '07 $2,300
16 Ind. Equity - Arysta Oct '07 $2,200
17 Quest - Ameripath Apr '07 $2,000
18 Inverness Med In - Biosite May '07 $1,700
19 GSK - Reliant Nov '07 $1,650
20 Qiagen - Digene Jun '07 $1,600

Source: CurrentPartnering, 2007

M&A scorecard in detail

1. AstraZeneca - MedImmune

Acquisition - Headline value: $15,600m

AstraZeneca has entered into a definitive agreement to acquire MedImmune, in an all-cash transaction.

Under the terms of the agreement, which has unanimous MedImmune Board support, AstraZeneca will acquire all of the fully diluted shares of MedImmune common stock at a price of $58 per share, for a total consideration of approximately $15.6 billion (including approximately $340m net cash).

2. Schering-Plough - Organon

Acquisition - Headline value: $14,500m

Akzo Nobel announced that it received an offer for the purchase of its wholly owned subsidiary Organon BioSciences NV from Schering-Plough for EUR 11 billion in cash.

3. Siemens - Dade-Behring

Merger - Headline value: $7,000m

Dade Behring Holdings and Siemens have entered into a definitive merger agreement under which Siemens will acquire all of the outstanding shares of Dade Behring for $77.00 per share in cash.

4. Merck Serono - Mylan

Acquisition - asset - Headline value: $6,700m

Mylan Laboratories and Merck KGaA announced the signing of a definitive agreement under which Mylan will acquire Merck's generics business for EUR 4.9 billion ($6.7 billion) in an all-cash transaction.

5. Hologic - Cytyc

Merger - Headline value: $6,200m

Hologic and Cytyc announced a definitive agreement to combine the two companies in a cash and stock transaction.

Under the terms of the merger agreement, Cytyc shareholders will receive 0.52 shares of Hologic common stock and $16.50 in cash for each share of Cytyc common stock they own. Based on the companies’ closing stock prices on May 18, 2007, this represents $46.46 per share of consideration to be received by Cytyc shareholders, or a total consideration of approximately $6.2 billion; the consideration represents a premium of approximately 33%.

6. Nestle - Gerber Products

Acquisition - asset - Headline value: $5,500m

Novartis has signed a definitive agreement to sell its Gerber baby food business to Nestlé for USD 5.5 billion in cash.

7. Warburg Pincus - Bausch & Lomb

Acquisition - Private equity - Headline value: $4,500m

Bausch & Lomb has entered into a definitive merger agreement with affiliates of Warburg Pincus, in a transaction valued at approximately $4.5 billion, including approximately $830 million of debt.

Under the terms of the agreement, affiliates of Warburg Pincus will acquire all of the outstanding shares of Bausch & Lomb common stock for $65.00 per share in cash. This represents a premium of approximately 26% over the volume weighted average price of Bausch & Lomb's shares for 30 days prior to press reports of rumors regarding a potential acquisition of the Company.

8. Mitsubishi - Tanabe

Merger - Headline value: $4,300m

Mitsubishi Pharma and Tanabe Seiyaku along with Mitsubishi Chemical Holdings have reached a basic agreement on the proposed merger between Mitsubishi Pharma and Tanabe Seiyaku, effective October 1, 2007.

9. Eisai - MGI Pharma

Acquisition - Headline value: $3,900m

The merger agreement has been unanimously approved by the MGI PHARMA Board of Directors. The acquisition is expected to occur by means of a tender offer followed by a cash merger, is subject to customary closing conditions and regulatory approvals, and is expected to be completed during the first quarter of 2008.

10. Blackstone - Cardinal Health

Acquisition - asset - private equity - Headline value: $3,300m

Cardinal Health has reached an agreement to sell its Pharmaceutical Technologies and Services segment to The Blackstone Group for approximately $3.3 billion in cash.

11. Roche - Ventana

Acquisition - Headline value: $3,000m

Roche make a tender offer to acquire all outstanding shares of common stock of Ventana Medical Systems.

Under the terms of the tender offer, Roche is offering to acquire Ventana for $75.00 per share in cash, or an aggregate of approximately $3 billion. This offer represents a 44% premium to Ventana's close of $51.95 on June 22, 2007 (the last trading day before Roche submitted its proposal in writing to Ventana) and a 55% premium to its three-month average of $48.30.

12. Celgene - Pharmion

Acquisition - Headline value: $2,900m

Celgene Corporation and Pharmion Corporation have jointly announced the signing of a definitive merger agreement pursuant to which Celgene has agreed to acquire Pharmion.

Under the terms of the merger agreement, Celgene will acquire all of the outstanding shares of Pharmion common stock for $72.00 per share payable in a combination of cash and shares of Celgene common stock. The transaction is expected to be slightly dilutive to earnings in 2008 and accretive in 2009 and beyond.

13. Shire - New River

Acquisition - Headline value: $2,600m

Shire has agreed to acquire New River Pharmaceuticals for $64 per New River share, or approximately $2.6 billion in total, in an all cash transaction unanimously recommended by the Boards of both companies.

14. Nestle - Novartis

Acquisition - asset - Headline value: $2,500m

Novartis has completed the sale of its Medical Nutrition business to Nestlé for USD 2.5 billion, one of the final steps in a divestment program to focus the Group’s strategy on healthcare with pharmaceuticals at the core.

15. Reckitt Benckiser - Adams Respiratory Therpaeutics

Acquisition - Headline value: $2,300m

A definitive agreement under which Reckitt Benckiser will tender for the acquisition of Adams for $60 per share in cash, representing a total consideration for Adams' fully diluted share capital of approximately $2.3bn (1.1bn pounds Sterling). This transaction will be financed by Reckitt Benckiser by cash on hand and existing credit facilities.

16. Industrial Equity Investments - Arysta LifeScience

Acquisition - Headline value: $2,200m

Industrial Equity Investments Limited (IEIL), has signed a definitive agreement to acquire Arysta LifeScience Corporation, from funds advised by Olympus Capital Holdings Asia and its co-investors. The acquisition is IEIL’s first investment in Japan since it was established in 2005. The Permira Funds own the Irish company.

The enterprise value is approximately JPY 250bn (US$2.2bn). Completion of the transaction, which is subject to regulatory review and approvals, is anticipated to occur in first quarter 2008.

17. Quest Diagnostics - AmeriPath

Acquisition - Healdine value: $2,000m

Quest Diagnostics has signed a definitive agreement to acquire AmeriPath in an all cash transaction valued at approximately $2 billion, including approximately $770 million in debt at closing.

The transaction is expected to be completed during the second quarter of 2007 and is subject to the satisfaction of customary conditions, including regulatory clearance. The acquisition is expected to have minimal impact to Quest Diagnostics' 2007 earnings per share and be modestly accretive to 2008 earnings per share, before anticipated charges related to the transaction.

Quest Diagnostics intends to pay for the transaction, refinance AmeriPath's existing debt, and the debt from the HemoCue acquisition completed earlier this year with the proceeds of a new $1 billion one-year bridge loan and a new five-year $1.5 billion term loan, both committed to be underwritten by Morgan Stanley. The bridge loan is expected to be refinanced shortly after the closing.

18. Inverness Medical Innovation - Biosite

Merger - Headline value: $1,700m

Biosite has received a binding offer from Inverness Medical Innovations to enter into a merger transaction pursuant to which Inverness would acquire 100% of the outstanding shares of common stock of Biosite, other than Biosite shares already owned by Inverness, for $90.00 per share in cash.

19. GSK - Reliant

Acquisition - Headline value: $1,650m

GlaxoSmithKline and Reliant Pharmaceuticals reached an agreement under which Reliant will be acquired by GSK for $1.65 billion in cash.

Reliant, a privately held specialty pharmaceutical company focused on cardiovascular therapies, recorded net sales of $341 million in the nine months ending September 30, 2007, an increase of 62% over the comparable time period a year earlier.

GSK expects the transaction will be slightly accretive to earnings in 2008, excluding integration costs, and will create additional value in following years.

20. Qiagen - Digene

Acquisition - Headline value: $1,600m

QIAGEN and Digene Corp announced a definitive agreement to combine the two companies to create market- and technology-leadership in molecular diagnostics.

Under the terms of the agreement, the transaction will be effected as an exchange offer, followed by a merger of Digene into a subsidiary of QIAGEN. The acquisition consideration will consist of cash and QIAGEN stock, and Digene shareholders may elect to receive for each Digene share either US$61.25 in cash or 3.545 shares of QIAGEN stock, subject to pro-ration so that the total consideration issued for Digene stock consists of 55% cash and 45% QIAGEN stock. Based on the companies' closing stock prices on June 1, 2007, the US$61.25 per share of consideration to be received by Digene shareholders represents a premium of 37% and total equity consideration of approximately US$1.6 billion, which includes US$170 million in cash.

It is anticipated that the stock portion of the consideration will be tax-free to Digene shareholders and QIAGEN shareholders will own approximately 78% of the combined company on a fully diluted basis, and Digene shareholders will own approximately 22%.

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