HCA in $21B management-led consortium buyout

J&J wins auction for Pfizer consumer healthcare

Danaher to buy Sybron Dental for $2B

Guidant accepts superior proposal  from Boston Scientific

Inamed accepts Allergan's

Medicis-Inamed terminate their deal

Medicis rejects unsolicited offer from Mentor

Inamed receives superior proposal from Allergan

St Jude Medical closes Advanced Neuromodulation

DaVita closes Gambro Healthcare

Beverly Enterprises agrees to revised bid

VNU terminates its acquisition of IMS Health

J&J renegotiates acquisition of Guidant

Express Scripts closes acquisition of Priority Healthcare

GE Healthcare to buy IDX Systems

NeighborCare accepts Omnicare's unsolicited offer

Renal Care /Fresenius get DoJ second request letter

Advanced Medical Optics closes VISX acquisition

$21B buyout of largest US for-profit hospital chain

• $33B, including assumption of debt

• Largest LBO ever

• By private equity consortium (Club deal)

• Thomas Frist (Co-founder)
• Bain Capital
• KKR
• Merrill Lynch Global Private Equity

Deal terms

• $51 per share
• No financing condition
• 50 day window for HCA to solicit superior proposals
• Senior managers, including founding Frist family,
  will reinvest in the acquisition
• HCA stock chart

Announced 7.24.06

• Press release (Deal)
• Form 8-K
• Earnings release
• Deal FAQs
• Employee message

Advisors

• HCA: Merrill Lynch / Bass Berry
• Special committee: Credit Suisse / Morgan Stanley / Shearman & Sterling
• Sponsors group: Banc of America / Citigroup / JPMorgan / Simpson Thacher
• Frist: Sullivan & Cromwell
• Debt financing: Bank of America, Citigroup, JPMorgan, and Merrill Lynch Capital

Agreements

• Merger agreement

Pfizer sells its consumer healthcare business for $16.6B

• Listerine, Nicorette, Sudafed, Benadryl, Visine, Neosporin

• Pfizer will get $13.5B in cash, after tax
• Pfizer will increase its share repurchase program to $17B

• J&J wins a contested auction

• Tops offers from Colgate-Palmolive and GlaxoSmithKline,
  among others

• Expected to use a IRC §338(h)(10) election

• CFO commentary
• See Taxable Stock Acquisitions

Announced 6.26.06

• Pfizer press release
• JNJ press release

Advisors

• JNJ:
• Pfizer: Lazard / Bear Stearns / Cadwalader

Tools conglomerate buys dental products company

• For $47 per share; $2B total

• SYD stock chart  DHR stock chart

Advisors

Announced 4.12.06

Agreements

Schedule TO filings

Schedule 14D-9 fiings

BSX makes unsolicited competing offer for GDT

• Tops renegotiated GDT deal with Johnson & Johnson

• See Guidant - J&J
• See Competing Offers

• BSX offers $72 per share; $25 billion total

• Stock-cash merger
• $36 plus $36 in BSX common
• Floating exchange subject to a collar
• GDT stock chart   BSX stock chart
• GDT and BSX have similar market caps

• Guidant will evaluate BSX offer

• BSX makes definitive offer  1.08.06
• Abbott has agreed to buy GDT assets from BSX  1.08.06
• GDT to review BSX offer  1.08.06
• BSX slide presentation  1.09.06
• While GDT is in discussions with BSX it hasn't yet determined that BSX's offer is a superior proposal
• GDT has scheduled a 1.31.06 shareholder meeting
  to approve revised J&J deal

• BSX advisors: Merrill / Bear Stearns / Banc of America /
  Shearman & Sterling

Announced 12.05.05

GDT - JNJ merger agreement

Interim communications

Buyer in one deal is target in another

• Medicis agreed to buy Inamed in March 2005

• Allergan made a competing bid for Inamed in Nov 2005
• See Inamed / Medicis / Allergan  (this page)

• Mentor then made an unsolicited exchange offer for Medicis

• 0.62 MNT share per MRX share
• Medicis stock chart   Mentor stock chart

Announced 11.20.05

• Mentor press release

• Slide presentation

• Medicis rejects Mentor offer

Competing offers for medical products company

• Inamed agreed to Medicis offer in March 2005

Inamed received competing offer from Allergan
in Nov 2005

• Medicis then became target of unsolicited offer from Mentor

Medicis-Inamed terminate their deal  12.13.05

• Inamed then endorses competing Allergan offer

• IMDC press release  12.13.05
• IMDC press release   12.15.05

Inamed agrees to Allergan acquisition offer 

• Press release   12.20.05
• Merger agreement

Initial Medicis offer  March 2005

Competing Allergan offer  November 2005

Target finds a superior proposal

Allergan exchange offer filings

Background

Advisors

Medicis deal announced 3.21.05

Agreements

Schedule 13D-G filings

Medicis proxy solicitation

Interim communications

$1.3 billion two-step cash merger

• $61.25 per share
• Background
• Conditions

Advisors

Announced 10.16.05

Closed 11.30.05

Schedule TO filings

Schedule 14D-9 filings

Agreements

GE Healthcare to buy healthcare information company

• For $1.2 billion, net
• $44 per share

Advisors

Announced 9.29.05

Closed 1.04.06

Proxy solicitation

Agreements

Prescription benefit manager (PBM) buys
specialty pharmacy distribution company

• For $28 per share, $1.3 billion total
• Background

Advisors

Announced 7.21.05

Closed 10.14.05

Proxy solicitation

Agreements

SEC_CODE_REF_0090001192884

Dutch media company was to buy US health care data provider

• $6.6 billion equity value; $7.0 billion enterprise value
• IMS stock chart

• Deal terminated 11.17.05

• As VNU shareholders say they won't vote for deal
• Press release
• Form 8-K summary
• Termination agreement

Deal terms

Advisors

Announced 7.11.05

Agreements

$1.8 billion unsolicited offer

• Deal was first announced May 2004 at $30 per share
• Delayed over FTC antitrust review
• Offer increased to $32 in June 2005 after FTC clearance
  Rejected by NeighborCare  6.27.05
• Increased offer of $34.75 accepted  7.07.05

Schedule TO Amendment #33  7.07.05

Schedule 14D-9 Amendment #16  6.27.05

Schedule TO Amendment #28  6.16.05

Advisors

Creates largest US dialysis provider

• German company expands US operations
  by acquiring US dialysis center chain
• $3.5 billion all cash acquisition
• $4.0 billion total including assumption of debt
• Background (through 6.08.05)
• Gets FTC second request letter  6.14.05
• Fresenius' credit ratings will be decreased
• Renal Care subpoenaed by US Attorney
• Shareholders approve  8.24.05
• RCI stock chart

Deal Terms

Advisors

Announced 5.04.05

Agreements

Proxy solicitation

Fairness opinions

Agrees to revised bid from Fillmore Capital

• Replaces NACS as buyer, as Fillmore Capital stepped up
  to satisfy financing conditions

• Buyout at $12.50 per share
• BEV stock chart

• Press release   11.21.05
• Form 8-K

Settles with jilted buyout group; Will auction itself

Agreements

US dialysis company acquires Gambro dialysis subsidiary

• For $3.05B

• Funded by credit facility and high-yield offering

• Deal summary
• Deal summary
• §338(h)(10) tax election

Announced 12.07.04

• Press release

Closed 10.05.05

Advisors

Agreements

Antitrust divestitures