January 9 – January 15, 2006
January 9th:
Boston Scientific Announces Agreement To Sell
Guidant Corporation’s Vascular Intervention And Endovascular
Businesses To
Abbott Laboratories
Boston Scientific Corporation announced that it has executed a
binding definitive agreement with Abbott under which Abbott will
purchase Guidant Corporation's vascular intervention and
endovascular businesses, assuming completion of Boston Scientific's
proposed acquisition of Guidant.
As part of this agreement, Boston Scientific will share rights to
Guidant's drug-eluting stent (DES) portfolio with Abbott, providing
Boston Scientific a second DES platform.
Under the terms of the agreement with Abbott, Guidant's vascular
intervention and endovascular businesses will be purchased by Abbott
for a total consideration of $4.3 billion. This amount includes an
upfront payment of $3.8 billion in cash on or around the closing of
Boston Scientific's acquisition of Guidant, a payment of $250
million upon U.S. Food and Drug Administration (FDA) approval of an
everolimus-based DES product, and an additional payment of $250
million upon a similar approval in Japan. These contingent payments
are due if the requisite approvals are received anytime within 10
years of closing this transaction.
In addition to receiving the $3.8 billion in initial purchase
price at or around the closing of the Guidant transaction, Abbott
has agreed to provide to Boston Scientific a $700 million loan in
the form of a five-year subordinated note bearing interest at 5.25
percent. Accordingly, Boston Scientific will receive $4.5 billion in
cash from Abbott on or around the closing date of the Guidant
transaction.
January 10th:
Becton, Dickinson And Company Announces Agreement
To Acquire GeneOhm Sciences, Inc.
BD (Becton, Dickinson and Company) announced today that it has
signed an agreement to acquire GeneOhm Sciences, Inc., a privately
held company headquartered in San Diego, California that has
pioneered the development of molecular diagnostic testing for the
rapid detection of bacterial organisms, including those known to
cause healthcare-associated infections (HAIs). GeneOhm Sciences had
2005 revenues of approximately $5 million and provides BD with
expanded entry into the emerging HAI market. Today, nearly 6 million
HAIs occur annually across the U.S., Europe and Japan, and are
implicated in up to an estimated 90,000 deaths per year in the U.S.
alone(1). Many publications have suggested that the use of active
surveillance and associated diagnostics could substantially reduce
the prevalence of HAIs. BD has agreed to pay $230 million, plus up
to $25 million in additional incentives, for the company.
BD Diagnostics Announces FDA
510(k) Clearance of the BD Viper(TM) System
BD Diagnostics, a segment of BD (Becton, Dickinson and Company)
announced FDA 510(k) clearance and immediate market launch of the BD
Viper System(TM) for in vitro infectious disease molecular
diagnostic testing.
The BD Viper System is a novel, patented approach to laboratory
automation using an industrial class of robotics known as Selective
Compliance Assembly Robot Arm (SCARA). The BD Viper System automates
previously manual and semi-automated steps of the market-leading BD
ProbeTec(TM) System. The SCARA robotic
approach delivers an extremely robust instrument by eliminating all
pumps, syringes and reagent tubing.
January 11th:
Baxter Gets FDA 510(k) Clearance
for TricOs T Bone Void Filler
Baxter Healthcare Corporation announced it has received marketing
clearance from the U.S. Food & Drug Administration (FDA) for
TricOs(TM) T Bone Void Filler, which is indicated for voids or gaps
in bone that are not intrinsic to the stability of the bony
structure, including bone defects from surgery or traumatic injury.
The clearance of TricOs T further expands Baxter's BioSurgery
product portfolio and represents the company's first commercially
available orthobiologic product in the United States.
TricOs T is a proprietary combination of hydroxyapatite-coated
beta tricalcium phosphate (HA/TCP) granules and a fibrin matrix
based on Baxter's TISSEEL(R) VH [Fibrin Sealant] contained in one
convenient kit. TricOs T provides a three-dimensional
osteoconductive environment for the formation of new bone. The
product is also biocompatible, allowing it to be resorbed by the
body over time.
January 12th:
Guidant Corporation and Johnson & Johnson Announce New
Definitive Acquisition Agreement
Guidant Corporation and Johnson & Johnson today announced that
they have reached a new agreement whereby Johnson & Johnson will
acquire Guidant for $23.2 billion in fully diluted equity value. The
boards of directors of both companies have unanimously approved the
revised Johnson & Johnson offer and the Guidant board of directors
recommends that Guidant shareholders vote in favor of the revised
merger agreement at the scheduled January 31 shareholder meeting.
Under the new agreement, Johnson & Johnson will pay $37.25 in
cash and .493 shares of Johnson & Johnson common stock for each
outstanding share of Guidant common stock. Valued as of the market
close on January 11, the transaction has a per share value of $68.06
to Guidant shareholders.
Johnson & Johnson has secured all regulatory clearances and
satisfied all other conditions to close the transaction. The
companies will promptly file updated materials with the Securities
and Exchange Commission (SEC), including a supplement to the
existing proxy statement/prospectus.
January 13th:
Boston Scientific Corporation Improves Offer to Acquire
Guidant Corporation
Boston Scientific Corporation announced that it has improved its
definitive offer to acquire Guidant Corporation. Boston Scientific
has notified the Guidant Board of Directors that its amended offer
will expire at 4:00 p.m. ET on January 13, 2006, unless the Guidant
Board has declared Boston Scientific's improved offer superior to
the current Johnson & Johnson $67.92 transaction (based on the
closing price of Johnson & Johnson's common stock on Thursday,
January 12).
Under the terms of the amended offer, Boston Scientific will
provide Guidant shareholders with:
-- Improved Value: Acquire all of the outstanding shares of
Guidant for $73 per share, $36.50 in cash and $36.50 in Boston
Scientific common stock, subject to a collar. The amended offer is
not subject to any financing condition. -- Certainty of Completion:
Boston Scientific has now agreed that, if required, it will divest
all overlapping assets. This revision to its offer addresses any
perceived antitrust concerns articulated to Boston Scientific by
Guidant. -- Certainty of Value: If the closing of the transaction
does not occur by March 31, 2006, the $73 per share price would be
increased by $0.012 in cash for each day between April 1, 2006, and
the date of closing (representing an annual interest rate of 6
percent).
Pfizer Inc. To Purchase
Sanofi-Aventis Rights to Exubera(R) For $1.3 Billion
Sanofi-aventis announced the signature of an agreement to
transfer its rights to Exubera®, an inhaled human insulin, to
Pfizer. Aventis and Pfizer formed an Alliance in 1998 to jointly
develop, manufacture and market an inhaled insulin, Exubera®. The
contracts governing this Alliance contained change of control
clauses which Pfizer chose to exercise following the acquisition of
Aventis by Sanofi-Synthelabo.
Under the terms of the agreement signed today, sanofi-aventis
will sell its share of the worldwide rights for the development,
production and commercialization of Exubera® and its share of the
Diabel joint-venture, a company based in Frankfurt, Germany, and
owner of the production facility which manufactures the bulk insulin
used in the production of Exubera®.
For the assets and rights transferred, sanofi-aventis will
receive a payment of US $1.3 billion net of German local taxes. The
completion of the transaction is subject to certain closing
conditions, notably approval from the German anti-trust authorities,
and is expected to occur in the first quarter of 2006.
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