Top M&A Deals of 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 Inverness Med In - Biosite ***May '07 $1,700
17 GSK - Reliant ***Nov '07 $1,650
18 Qiagen - Digene ***Jun '07 $1,600
19 EQT - Dako Feb ***'07 $1,300
20 Axcan - TPG Capital ***Nov '07 $1,300

Source: CurrentPartnering, 2007
http://www.currentpartnering.com/scorecard/scorecardmanda2007


M&A scorecard in detail
1. AstraZeneca - MedImmune

Acquisition - Headline value: $15,600m
Apr '07

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
Mar '07

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
Jul '07

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.

Dade Behring realized sales of approx. $1.7 billion in fiscal year 2006 and an EBIT of $201 million including $21 million restructuring expense.

Closing is expected in the second quarter of fiscal year 2008. Completion of the merger is subject to receipt of regulatory approvals and other customary closing conditions.

http://www.siemens.by/en/press/releases/2007/behring/

http://www.healthcareitnews.com/story.cms?id=7484

4. Merck Serono - Mylan

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

May '07

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

Apr '07

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

http://www.hellocompany.org/entry/nestle-to-acquire-gerber-for-55-billion/
http://www.nytimes.com/2007/04/13/business/13gerber.html?_r=1&oref=slogin

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. 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.

17. 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.

18. 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%.

19. EQT - Dako

Acquisition - private equity - Headline value: $1,300m

EQT V has signed a definitive agreement to acquire 100% of Dako, a leading Denmark-based supplier of systems for cancer diagnostics in pathology laboratories. The total consideration for the transaction is DKK 7.25 billion.

20. Axcan - TPG Capital

Acquisition - private equity - Headline value: $1,300m

An all-cash transaction with a total value of approximately US$1.3 billion.

Under the terms of the transaction, TPG Capital and its affiliates will acquire all of the common shares of Axcan for an offer price of US$23.35 per common share. The purchase price represents a 28 percent premium over the average trading price of Axcan's common shares on November 28, 2007, the last trading day on the NASDAQ prior to this announcement. Axcan anticipates that the transaction will be completed in the first calendar quarter of 2008.