Biotech M&A

Agilent / Stratagene Cash merger

Life science research and diagnostic products

Background of the merger

Advisors

Agilent:
Stratagen: Houlihan Lokey

Announced 4.06.07

Closed 6.07.07

Agreements

Proxy statements

Employee presentations

Stratagene presentation 4.06.07

Developments

Shire, Shuttle and New River

Mllipore to buy Serologicals for $1.4B

Imclone hires Lazard to explore strategic alternatives

Amgen buys Abgenix for $2.2B

OSI closes Eyetech, after hesitating

Chiron accepts increased Novartis buy-out

One-third of Transkaryotic shares subject to appraisal

Serologicals / Millipore Cash Merger

World's largest biotech buys human antibody company

$2.2B including assumption of debt

$31.55 per SERO share
SERO stock chart

Announced 4.25.06

Advisors

SERO: JP Morgan / King & Spalding
MIL: UBS / Cravath

Proxy solicitation

Preliminary proxy statement 5.30.06

Agreements

Merger agreement

ImClone Explores Strategic Alternatives

Replaces CEO with a board member

Hires Lazard to explore strategic alternatives

Press release 1.24.06
Earnings release 1.24.06
Form 8-K 1.24.06
IMCL stock chart

Schedule 13D filings

Bristol-Myers Squibb

Amendment #3 2.01.06
17.1% holder responds to company announcement

Carl Icahn

Schedule 13D 2.14.06
Takes a 0.24% position
Amendment #1 4.24.06
Increases position to 9.95%
Has held meetings with managment

Employment

Amended change-in-control plan 2.16.06
Transition severance plan 3.01.06

Micromet AG / CancerVax Cross-Border Reverse Merger

Private German biotech to merge with public US biotech

Announced 1.09.06

Advisors

CancerVax: Piper Jaffray / Latham
Micromet: Cooley Godward

Proxy solicitation

Form S-4 2.13.06

Amendment #1 3.31.06

Agreements

Merger agreement

Abgenix / Amgen Cash Merger

World's largest biotech buys human antibody company

$2.2B including assumption of debt

$22.50 per ABGX share
AMGN stock chart

Announced 12.14.05

Closed 4.03.06

Advisors

AMGN: Morgan Stanley / Sullivan & Cromwell
ABGX: Goldman Sachs / Dewey Ballantine

Proxy solicitation

Definitive proxy statement 2.09.06

Preliminary proxy statement 1.23.06

Table of contents

Agreements

AlgoRx / Corgentech Reverse Merger

Creates late-stage company focused on
pain management and inflammation

Merger of private company (AlgoRx) with public company

Pro forma ownership: 62% AlgoRx : 28% Corgentech
Reverse triangular merger

Advisors

AlgoRx: Houlihan Lokey / Heller Ehrman
CGTK: Lazard / Piper Jaffray/ Cooley Godward

Announced 9.26.05

Proxy solicitation

Form S-4 Amendment #1 11.14.05

Form S-4 10.21.05

Agreement

Merger agreement

Interim communications

Trial results 10.05.05
Investor presentation 10.06.05
Investor presentation 10.13.05
Trial results 10.18.05
Investor presentation 10.19.05
Investor presentation 10.21.05

Employee matters

Fairness opinions

Piper Jaffray & Co fairness opinion 9.23.05
HLHZ fairness opinion 9.22.05

Maxim Pharma / EpiCept Reverse Merger

Private company acquires public company

Creates specialty pharma company with interests in
pain management and oncology
0.194034 EpiCept share per Maxim share

Pro forma ownership: 72% EpiCept : 28% Maxim
Implied combined equity value of $136 million

Reverse triangular merger

Advisors

EpiCept: Wachovia / Weil Gotshal
Maxim: Piper Jaffray / Cooley Godward

Announced 9.06.05

Closed 1.05.06

Press release

Form 15

Proxy solicitation

Definitive proxy statement 11.10.05

Agreements

Merger agreement

Notable provisions

Merger consideration §1.5
Buyer representations Article II
Financial statements representation §2.5
IP representation §2.8
Benefit plan representation §2.12
Environmental representation §2.14
Dividend repatriation representation §2.21
German taxes representation §2.22
FCPA representation §2.23
Seller representations Article III
Financial statements representation §3.5
IP representation §3.8
Benefit plan representation §3.12
Environmental representation §3.14
State takeover statutes representation §3.21
FCPA representation §3.23
Covenants Article IV
Additional agreements Article V
No shop covenant §5.3
Reasonable best efforts covenants §5.6
Stock options - employee benefits §5.9
FIRPTA matters §5.18
Closing conditions Article VI
Termination Article VII
Break-up fee §7.3
Governing law Delaware
Definitions

Withdrawn EpiCept IPO

Form RW 5.19.05
Amendment #8 5.09.05
Form S-1 1.10.05
See Biotech IPOs

Chiron / Novartis AG Buy-In

Novartis to buy-out Chiron's public shareholders

Novartis already owned 42% of Chiron
Novartis initially offered $40 per share $4.2 billion total

10% premium to prior day's close
Schedule 13D amendment 9.01.05
Includes press release and letter to Chiron board

Chiron rejected initial offer as inadequate

Press release 9.05.05

Increased offer of $45 per share was accepted

Press release 10.31.05
Schedule 13D amendment 11.01.05

CHIR stock chart NVS stock chart

Agreements

Merger agreement

Advisors

Novartis: Wachtell Lipton
Chiron: CSFB / Morgan Stanley / Sullivan & Cromwell

Eyetech / OSI Pharma Stock - Cash Merger

Cancer biotech buys eye care biotech

For $20 per share in stock and cash

$15 plus 0.12275 share OSI common stock
$935 million total
43% premium to prior day's close
OSI stock chart

Reverse triangular merger
Wall Street questioned rationale for the deal
Parties defend deal 9.29.05
Background
Buyer hesitated to close

Because of developments at competitor
OSI press release 11.10.05
Eyetech press release 11.10.05

Advisors

OSI: Bear Stearns / Mintz Levin
Eyetech: Merrill Lynch / Wilmer Cutler

Announced 8.21.05

Closed 11.14.05

Agreements

Proxy solicitation

Form S-4 Amendment #1 10.06.05

Form S-4 9.20.05
Proxy card

InKine Pharma / Salix Pharma Stock Merger - Collared

Creates largest biotech focused on gastroenterology

$190 million all stock acquisition

$3.55 per share in Salix stock, subject to collar

Collared floating exchange ratio

Advisors

Salix: Bank of America / Wyrick Robbins
InKline: UBS Securities / Morgan Lewis

Announced 6.23.05

Closed 10.03.05

Proxy solicitation

Proxy statement / Prospectus 8.24.05

Form S-4 Amendment #1 8.23.05

Form S-4 7.19.05

Agreements

Merger agreement

Merger consideration §2.1
Treatment of options §2.3
Target representations Article III
Financials §3.6
MAE clause §3.7
Employment benefit plans §3.14
Labor relations §3.16
Environmental matters §3.17
NYBCL §§ 912 and 1600 inapplicable §3.22
Regulatory compliance §3.25
Merger sub representations Article IV
Buyer representations Article V
Financials §5.6
MAE clause §5.7
Regulatory compliance §5.15
Covenants Article VI
No shop covenant §7.9
Employee benefits covenant §7.15
Termination §9.1
Break-up fee §9.2
Definitions §10.2

Voting agreement InKine
Voting agreement Salix

Employee matters

Form S-8

Interim communications

Vicuron Pharma / Pfizer Cash Merger

Acquisition of anti-infective biotech company

$1.9 billion all cash acquisition

$29.10 per share cash
74% premium to recent trading price

Background

Advisors

Pfizer: Cadwalader
Vivuron: Morgan Stanley / OMelveny

Announced 6.16.05

Closed 9.14.05

Form 15

Proxy solicitation

Definitive proxy statement 7.19.05

Preliminary proxy statement 7.08.05

Agreements

Interim Communications

HSR Act expiration 9.11.05
Stockholders approve 8.15.05

Salmedix / Cephalon Cash Merger

Acquires oncology products in late-stage clinical development

$160 million cash; additional $40 million earn-out
Press release 5.12.05
Salmedix had filed for an IPO

Bone Care International / Genzyme Cash Merger

Acquisition of renal biotech company

$719 million all cash acquisition

$33 per share cash

Background through 5.25.05

Advisors

Genzyme: UBS / Ropes & Gray
Bone Care: Citigroup / Sidley Austin

Announced 5.04.05

Joint press release

Closed 7.01.05

Agreements

Merger agreement
Notable provisions

Merger consideration § 2.1
Treatment of stock options § 2.4
Seller representations Section 3
Buyer representations Section 4
No shop covenant § 5.2
Employee matters § 5.3
Target management indemnification § 6.7
Break-up fee $19 million § 8.2(b)

Proxy solicitation

Definitive proxy statement 5.25.05

Preliminary proxy statement 5.13.05

Fairness opinion

Citigroup Global Markets Inc

Proxy statement disclosure
Opinion
$7,350,000 success fee

Transkaryotic Therapies / Shire Pharma Cash Merger

British pharma buys US biotech for $1.6 billion

Target specializes in treatment of rare genetic diseases
CEO resigned over deal
Warburg Pincus 14% holder supported the deal
$37 per share; 21% premium to prior day's close
Background through 6.27.05
ISS recommended against the deal
Activist shareholders pursue appraisal rights

Hold more than one-third of outstanding shares
Includes Carl Icahn, who bought a 5% stake after the record date at prices above Shire's $37 offer with the intention of seeking appraisal
Delaware appraisal is as of the date of the merger,
not the date of announcement
Company had favorable clinical trial results between signing of deal and its closing

Advisors

Shire: Goldman Sachs / Davis Polk
TKT: Banc of America / SG Cowen /
Cravath / Morris Nichols / Wilmer Cutler

Announced 4.21.05

Closed 7.28.05

Form 15

Appraisal speculation

Carl Icahn

Schedule 13D 7.21.05
5.07% holding
Note Item 4: Purpose

Shareholder group

Millennium Management and others
13D Amendment #2 7.18.05
16.1% collective holding
Note Item 4: Purpose
13D Amendment #1 7.14.05
Schedule 13D 6.30.05

Proxy solicitation

Definitive proxy statement 6.27.05

Preliminary proxy statement 5.19.05

Additional Communications

Employee memo 5.05.05
Employee memo 5.11.05
Employee FAQs 6.03.05
HS

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