|
Agilent / Stratagene Cash merger
|
Life
science research and diagnostic products
Advisors
- Agilent:
- Stratagen: Houlihan Lokey
Announced
4.06.07
Closed
6.07.07
Agreements
Proxy
statements
Employee
presentations
|
Developments
Serologicals / Millipore Cash Merger
|
World's
largest biotech buys human antibody company
- $2.2B including assumption of debt
Announced
4.25.06
Advisors
- SERO: JP Morgan / King & Spalding
- MIL: UBS / Cravath
Proxy
solicitation
Agreements
|
ImClone Explores Strategic Alternatives
|
Replaces
CEO with a board member
Hires
Lazard to explore strategic alternatives
Schedule
13D filings
-
Amendment #3
2.01.06
- 17.1% holder responds to company announcement
- 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
|
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
Agreements
|
Abgenix / Amgen Cash Merger
|
World's
largest biotech buys human antibody company
- $2.2B including assumption of debt
Announced
12.14.05
Closed
4.03.06
Advisors
- AMGN: Morgan Stanley / Sullivan & Cromwell
- ABGX: Goldman Sachs / Dewey
Ballantine
Proxy
solicitation
Agreements
|
AlgoRx / Corgentech Reverse Merger
|
Creates late-stage company focused on
pain management and inflammation
- Merger
of private company (AlgoRx) with public company
Advisors
- AlgoRx: Houlihan Lokey / Heller Ehrman
- CGTK: Lazard / Piper Jaffray/ Cooley Godward
Announced
9.26.05
Proxy
solicitation
Form S-4
10.21.05
Agreement
Interim
communications
Employee
matters
Fairness
opinions
|
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
Advisors
- EpiCept: Wachovia / Weil Gotshal
- Maxim: Piper Jaffray / Cooley Godward
Announced
9.06.05
Closed
1.05.06
Proxy
solicitation
Agreements
Notable
provisions
Withdrawn
EpiCept IPO
|
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
- Increased offer of $45 per share was accepted
Agreements
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
Advisors
- OSI: Bear Stearns / Mintz Levin
- Eyetech: Merrill Lynch / Wilmer Cutler
Announced
8.21.05
Closed
11.14.05
Agreements
Proxy
solicitation
|
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
Agreements
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
Advisors
- Pfizer: Cadwalader
- Vivuron: Morgan Stanley / OMelveny
Announced
6.16.05
Closed
9.14.05
Proxy
solicitation
Agreements
SEC_CODE_REF_0090001192884
Interim
Communications
|
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
Advisors
- Genzyme: UBS / Ropes & Gray
- Bone Care: Citigroup / Sidley Austin
Announced
5.04.05
Closed
7.01.05
Agreements
Proxy
solicitation
Fairness
opinion
- Citigroup Global Markets Inc
|
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
Appraisal
speculation
Proxy
solicitation
Additional
Communications
| |