Scorecard: Top M&A deals 2008

The M&A scorecard lists the top deals of 2008 based on published headline value in US dollars.

M&A deal scorecard - top 20 - 2008

Last updated: January 6, 2009

Rank	Partners	Date	Value, US$m
1	Roche - Genentech	Jul '08	$43,700
2	Dow - Rohm & Haas	Jul '08	$18,800
3	Novartis - Alcon	Apr '08	$11,000
4	Takeda - Millennium	Apr '08	$8,800
5	Teva - Barr	Jul '08	$7,460
6	Invitrogen - Appl.BioSyst.	Jun '08	$6,700
7	Eli Lilly - ImClone	Oct '08	$6,500
8	Daiichi Sankyo - Ranbaxy	Jun '08	$4,600
9	Nordic Capital - Convatec	May '08	$4,100
10	Fresenius - APP Pharm	Jul '08	$3,700
11	Roche - Ventana	Jan '08	$3,400
12	CSL - Talecris	Aug '08	$3,100
13	Sanofi-Aventis - Zentiva	Jun '08	$2,600
14	Kinetic Con. - Lifecell	Apr '08	$1,700
15	King - Alpharma	Aug '08	$1,600
16	Fuji Photo - Toyama	Feb '08	$1,450
17	Shionogi - Sciele	Sep '08	$1,100
18	J&J - Mentor	Dec '08	$1,070
19	Novartis - Speedel	Jul '08	$880
20	GSK - Sirtris	Apr '08	$720

Source: CurrentPartnering, 2008

M&A scorecard in detail

1. Roche - Genentech

July 2008 - Acquisition - Headline value: $43,700m

Roche has proposed to acquire the outstanding publicly held interest in Genentech (NYSE: DNA), a leading biotechnology company, for US$89.00 per share in cash, or a total payment of approximately US$43.7 billion to equity holders of Genentech other than Roche. Roche acquired a majority in Genentech in 1990 and currently owns 55.9% of all outstanding shares.

2. Dow - Rohm & Haas

July 2008 - Acquisition - Headline value: $18,800

Dow will acquire all outstanding shares of Rohm and Haas common stock for $78 per share in cash. The acquisition of Rohm and Haas will make Dow the world’s leading specialty chemicals and advanced materials company, combining the two organizations’ best-in-class technologies, broad geographic reach and strong industry channels to create an outstanding business portfolio with significant growth opportunities.

3. Novartis - Alcon

April 2008 - Acquisition - Headline value: $11,000m

Once consummated, Novartis would own a minority stake in Alcon of approximately 25 percent of Alcon’s outstanding shares, while Nestlé would remain Alcon’s majority shareholder with approximately 52 percent of Alcon’s outstanding shares.

Nestlé and Novartis also announced that the agreement contains put and call option rights on the remaining Alcon shares owned by Nestlé, which commence on January 1, 2010 and expire on July 31, 2011. As outlined by the two parties, these rights grant (i) Novartis a call option to buy Nestlé’s remaining Alcon shares at a fixed price of $181 per share and (ii) Nestlé a put option to sell its remaining Alcon shares to Novartis at the lower of Novartis’s call price of $181 per share or at a 20.5 percent premium above the market price of Alcon shares, which will be calculated as the average price of Alcon shares during the week preceding the exercise date of the put option.

The agreement also provides for the expansion of the Alcon board of directors from eight to ten members, with one of the additional members designated by Nestlé and one designated by Novartis. The nominees for these additional board seats are James Singh, who is currently Nestlé’s executive vice president and chief financial officer, and Daniel Vasella, M.D., who is chairman and chief executive officer of Novartis. Shareholders will vote on whether to expand the Alcon board and to elect these nominees at Alcon’s upcoming Annual General Meeting which will be held on May 6, 2008, in Zug, Switzerland. Alcon distributed proxy materials to its shareholders on April 2, 2008, and it will distribute a new proxy form to shareholders incorporating these additional items.

4. Takeda - Millennium

April 2008 - Acquisition - Headline value: $8,800m

Definitive agreement pursuant to which Takeda will acquire Millennium for approximately $8.8 billion through a cash tender offer of $25.00 per share. The transaction was unanimously approved by the Boards of Directors of both companies. Upon completion of the acquisition, Millennium will become a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited, and will continue operations in Cambridge, Massachusetts, as a standalone business unit. Millennium will be known as Millennium Pharmaceuticals, Inc., a Takeda Company.

5. Teva - Barr

July 2008 - Acquisition - Headline value: US$7,460m

Each share of Barr common stock will be converted into $39.90 in cash and 0.6272 Teva ADRs. Based upon the unaffected NASDAQ closing price of Teva's ADRs on July 16, 2008, the indicated combined per share consideration for each outstanding share of Barr common stock amounts to $66.50, or a total consideration of $7.46 billion plus the assumption of net debt of approximately $1.5 billion.

6. Invitrogen - Applied Biosystems

June 2008 - Merger - Headline value: US$6,700m

Under the terms of the merger agreement, Applera-Applied Biosystems shareholders will receive $38.00 for each share of Applera-Applied Biosystems stock they own in the form of Invitrogen common stock and cash. The expected split between cash and stock is 45% and 55%, respectively. Applera-Applied Biosystems shareholders will receive a value of $38.00 a share if the 20 day volume-weighted average price of Invitrogen common stock is in the range of $43.69 - $46.00 three business days prior to the close of the transaction. The total value per share will differ if Invitrogen's 20 day volume-weighted average price is above or below that range, measured shortly prior to the close of the transaction.

The consideration represents a premium of 17% to Applied Biosystems's closing price on June 11, 2008, or 12% to Applied Biosystems's average closing price in the last 30 trading days. Applera-Applied Biosystems shareholders also will have the option to request all cash or all stock, subject to possible proration. Upon completion of the transaction, Invitrogen shareholders will own the majority of the company.

7. Eli Lilly - ImClone

October 2008 - Acquisition - Headline value: US$6,500m

Definitive merger agreement under which Lilly will acquire ImClone through an all cash tender offer of $70.00 per share, or approximately $6.5 billion. The offer represents a premium of 51 percent to ImClone's closing stock price on July 30, 2008, the day before an acquisition offer for ImClone was made public. ImClone's board recommends that ImClone's shareholders tender their shares in the tender offer. Additionally, certain entities associated with ImClone's chairman, Carl C. Icahn, holding approximately 14 percent of ImClone's outstanding common stock, have agreed to tender their shares in the tender offer.

8. Daiichi-Sankyo - Ranbaxy

June 2008 - Acquisition - Headline value: US$4,600m

Share Purchase and Share Subscription Agreement (the “SPSSA”) was entered into between Daiichi Sankyo, Ranbaxy and the Singh family, the largest and controlling shareholders of Ranbaxy (the “Sellers”), pursuant to which Daiichi Sankyo will acquire the entire shareholding of the Sellers in Ranbaxy and further seek to acquire the majority of the voting capital of Ranbaxy at a price of Rs737 per share with the total transaction value expected to be between US$3.4 to US$4.6 billion (currency exchange rate: US$1=Rs43). On the post closing basis, the transaction would value Ranbaxy at US$8.5 billion.

9. Nordic Capital - Convatec

May 2008 - Acquisition - Headline value: US$4,100m

Bristol-Myers Squibb Company signed a definitive agreement to sell its ConvaTec business unit to Nordic Capital Fund VII (“Nordic Capital”) and Avista Capital Partners (“Avista”) for $4.1 billion subject to adjustments based on ConvaTec’s audited 2007 financial statements and closing working capital. ConvaTec is a world leader in the development and marketing of innovative wound therapeutics and ostomy care products.

10. Fresenius - APP Pharmaceuticals

July 2008 - Acquisition - Headline value: US$3,700m

Fresenius acquired the outstanding common stock of APP for $23.00 in cash per share (the "Cash Purchase Price") plus a contingent value right ("CVR") that could deliver up to an additional $980 million, or $6.00 per share in cash, if the financial results of the company meet certain targets (payable in Q2 2011).

11. Roche - Ventana

January 2008 - Acquisition - Headline value: $3,400m

Under the terms of the agreement, Roche will increase the purchase price in the tender offer for Ventana common shares to $89.50 per share in cash (or an aggregate of approximately $3.4 billion on a fully diluted basis), and Ventana’s Board of Directors will recommend that Ventana’s shareholders tender their shares to Roche. The merger agreement has been approved by the boards of Ventana and Roche.

This offer represents a premium of 4.9% to Ventana’s closing price on January 18, 2008, a 19.3% premium to Roche’s initial offer on June 27, 2007, and a 72.3% premium to Ventana’s closing price on June 22, 2007 (the last trading day prior to the announcement of Roche’s initial offer).

The acquisition of Ventana, a leader in the fast-growing histopathology (tissue-based diagnostics) segment, will allow Roche to broaden its diagnostic offerings and complement its world leadership in both in-vitro diagnostic systems and oncology therapies.

12. CSL - Talecris

August 2008 - Acquisition - Headline value: US$3,100m

CSL has agreed to acquire Talecris for $3.1 billion in cash. This amount includes net debt, which as of June 30, 2008 was approximately $1.2 billion, implying an equity value as of that date of about $1.9 billion.

13. Sanofi-Aventis - Zentiva

June 2008 - Acquisition - Headline value: US$2,600m

Sanofi offered a premium of around 10.5 percent to PPF's bid and the French company, which is the world's third-largest drugs maker by sales, said it plans to finalise the acquisition by the end of 2008.

14. Kinetic Concepts - Lifecell

April 2008 - Acquisition - Headline value: $1,700m

definitive agreement whereby KCI will acquire LifeCell for $51.00 per share, or $1.7 billion in cash. The offer represents an 18% premium over the closing price of LifeCell’s stock on April 4, 2008 and a 26% premium over the 90-day volume weighted average trading price. The boards of directors of both companies have unanimously approved the transaction.

Following the completion of the transaction, LifeCell will operate as a new global biosurgery division within KCI. Paul Thomas will continue to lead the business as President of the division and will join KCI’s Executive Committee.

LifeCell’s management team and corporate headquarters will continue to be located in Branchburg, New Jersey. Based on existing KCI and LifeCell operations, the combined companies are expected to generate revenue of approximately $2 billion in 2008 and will employ more than 7,000 people.

15. King - Alpharma

August 2008 - Acquisition - Headline value: US$1,600m

King has submitted to the Board of Directors of Alpharma a proposal to acquire all of the outstanding shares of common stock of Alpharma for $33.00 per share in cash. The proposal is not conditioned on financing. King’s all-cash proposal represents a 37% premium over the closing price of Alpharma common stock on August 21, 2008.

16. Fuji Photo - Toyama

February 2008 - Acquisition - Headline value: $1,450m

Fujifilm Holdings Corp will spend up to 155 billion yen ($1.45 billion) to take control of Toyama Chemical as it seeks a foothold in the pharmaceuticals market.

17. Shionogi - Sciele

September 2008 - Acquisition - Headline value: US$1,100m

Shionogi will acquire all the outstanding shares of Sciele's common stock at a price of $31 per share, for a total equity purchase price of approximately $1.1 billion. Upon completion of the acquisition, Sciele will become a wholly-owned subsidiary of Shionogi and will continue operations in Atlanta, GA, USA as a standalone business unit. The Board of Directors of Shionogi and Sciele have approved this transaction.

18. J&J - Mentor

December 2008 - Acquisition - Headline value: $1,070m

Johnson & Johnson will commence a tender offer to purchase all outstanding shares of Mentor at $31.00 per share. The tender offer is conditioned on the tender of a majority of the outstanding shares of Mentor’s common stock on a fully diluted basis. The closing is conditioned on clearance under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing conditions.

The $1.12 billion estimated net value of the transaction is based on Mentor’s 34.6 million fully diluted shares outstanding, plus estimated net debt at time of closing. The boards of directors of Johnson & Johnson and Mentor have approved the transaction.

19. Novartis - Speedel

July 2008 - Acquisition - Headline value: US$880m

Novartis acquired an additional 51.7% stake in Speedel through a series of off-exchange transactions with major Speedel shareholders for CHF 130 per share in cash. These included a 21.5% stake from Dr. Alice Huxley, a co-founder of Speedel and the company's CEO. Novartis now holds 4.8 million shares of Speedel, or 61.4% of the outstanding Speedel shares. As of June 30, 2008, Speedel had 7.8 million registered outstanding shares (or a total of 7.9 million shares on a fully diluted basis).

20. GSK - Sirtris

April 2008 - Acquisition - Headline value: $720m

Definitive agreement pursuant to which GlaxoSmithKline will acquire Sirtris Pharmaceuticals for approximately USD720 million (or approx. GBP362 million) through a cash tender offer of USD22.50 (or approx. GBP11.33) per share.

Sirtris will become part of GSK's Drug Discovery organisation, while continuing to operate from laboratories in Cambridge, Massachusetts as an autonomous drug discovery unit. Christoph Westphal, CEO and Vice Chair of Sirtris and the management team will continue to lead this autonomous unit.