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THE HEALTH CAREM&A REPORT THIRD QUARTER
2010A SUPPLEMENT TO THE HEALTH CARE M&A MONTHLY
IRVING
LEVIN ASSOCIATES, INC.Health Care and Housing Investments since 1948www.levinassociates.com
IIII II IV
IRVING
LEVIN ASSOCIATES, INC.Health Care and Housing Investments since 1948
268 1/2 Main Avenue Norwalk, CT 06851203-846-6800 800-248-1668
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Irving Levin Associates Publications and Services
Newsletters The Health Care M&A Monthly Senior Living Business The SeniorCare Investor Annuals Health Care Acquisition Report, Senior Care Acquisition Report, Hospital M&A Market: Five-Year Review and Outlook, Biotechnology Acquisition Report, Pharmaceutical Acquisition Report, Medical Device Acquisition Report Transaction Database Deal Search Online www.dealsearchonline.com
The Health Care M&A Report Third Quarter, 2010
ISSN 1076-3511
ISBN 1-933707-59-3 (Volume 3) ISBN 1-933707-61-5 (Four-Volume Set)
Published by: Irving Levin Associates, Inc.
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TABLE OF CONTENTS
INTRODUCTION v BEHAVIORAL HEALTH CARE 1 BIOTECHNOLOGY 7 E-HEALTH 29 HOME HEALTH CARE 45 HOSPITALS 55 LABORATORIES, MRI and DIALYSIS 71 LONG-TERM CARE 81 MANAGED CARE 99 MEDICAL DEVICES 107 PHARMACEUTICALS 133 PHYSICIAN MEDICAL GROUPS 147 REHABILITATION 159 OTHER 165 INDEX 181
The Health Care M&A Report, Third Quarter 2010 v
INTRODUCTION This is the 69th issue of The Health Care M&A Report, which tracks the merger and acquisition market in the health care industry. General trends in the market are discussed in this Introduction and supported by data from individual deals that appear in the body of the text. Each entry details a transaction, describing the target and acquirer. It also provides the price, terms, acquisition multiples and other financial information, where these are available. Finally, the commentary section offers additional analysis. This issue reports on 232 separate transactions that were announced in the third quarter of 2010 and lists them alphabetically by target within 13 separate health care sectors.
Behavioral Health Care Managed Care Biotechnology Medical Devices E-Health Pharmaceuticals Home Health Care Physician Medical Groups Hospitals Rehabilitation Laboratories, MRI & Dialysis Other Long-Term Care
For reasons of timeliness, each transaction is tracked by the date of the announcement rather than the date of consummation, or closing date. This generally coincides with a significant event, such as the signing of a letter of intent or the receipt of regulatory clearance. It is assumed that once a letter of intent is signed, for example, the parties to the deal consider it to be economically viable relative to the market conditions at the time of the signing. The chart below presents these 232 deals in relation to the number of deals that were announced during the four previous quarters.
95
144
239
108
159
267
88
131
219
110
123
233
114
118
232
0
100
200
300
Transactions
Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010
Quarter
Health Care Mergers & Acquisitions
Total Transactions By Quarter
Services Technology
Source: Irving Levin Associates, Inc.
The Health Care M&A Report, Third Quarter 2010 vi
The chart on the previous page divides the health care industry into two broad segments: the nine sectors we have traditionally covered that offer “services” and the four sectors we subsequently began covering that are focused on products and “technology.” These two segments also figure in the discussion below. With 232 deals announced during Q3:10, M&A activity was virtually level with the previous quarter’s 233 transactions, but down 3% from the 239 deals in the year-ago quarter (Q3:09). The 118 deals in the health care technology segment represent 51% of the total transaction volume announced during Q3:10, with the 114 deals in the health care services segment making up the remaining 49%.
Q2:10 Q3:09
Q3:10 % %
Sector Deals* Deals Change Deals Change Services Segment:
Long‐Term Care 26 27 ‐4% 21 24%
Hospitals 24 19 26% 20 20%
Physician Groups 13 9 44% 9 44%
Labs, MRI, Dialysis 9 15 ‐40% 8 13%
Home Health Care 9 11 ‐18% 8 13%
Managed Care 7 3 133% 7 0%
Behavioral Health Care 2 4 ‐50% 5 ‐60%
Rehabilitation 1 4 ‐75% 0 N/A
Other 23 18 28% 17 35%
Services Subtotal 114 110 4% 95 20%
Technology Segment:
Medical Devices 44 44 0% 43 2%
Biotechnology 34 25 36% 42 ‐19%
e‐Health 22 11 100% 21 5%
Pharmaceuticals 18 43 ‐58% 38 ‐53%
Technology Subtotal 118 123 ‐4% 144 ‐18%
Grand Total 232 233 0% 239 ‐3%
*Preliminary figures
The Health Care M&A Market—Deal Volume
The three most active sectors taken together account for nearly 45% of the total deal volume announced during the third quarter of 2010. In Q3:10, the three most active individual sectors were Medical Devices (44), Biotechnology (34) and Long-Term Care (26). The three largest sectors of the previous quarter in terms of deal volume (Medical Devices, Pharmaceuticals and Long-Term Care) accounted for nearly 50% of that period’s total transaction volume. A total of 202 companies were involved in the Q3:10 health care M&A market as buyers (Q2:10, 189). One-hundred-thirteen publicly traded corporations announced a combined total of 139 deals; 68 privately held companies announced 70 deals; and 21 not-for-profit organizations announced 23 deals. The most prolific acquirer was the managed care company UnitedHealth Services with four deals. It was followed by Continucare, IPC The Hospitalist, Johnson & Johnson, Philips Electronics and Roche with three deals each. For the remaining multiple acquirers, 13 publicly traded corporations, two private companies and two not-for-profit organizations announced two deals each. On the seller’s side of the equation, the targets included 154 privately held companies or divisions thereof, 54 publicly traded corporations or divisions thereof and 24 not-for-profit organizations. Publicly traded Cruxcell, NV and MedCath Corporation made two sales apiece.
The Health Care M&A Report, Third Quarter 2010 vii
Q3:09 Q4:09 Q1:10 Q2:10 Q3:10 Services $3.7 billion $3.5 billion $5.9 billion $9.3 billion $23.4 billion
Technology $36.0 billion $34.7 billion $19.7 billion $35.8 billion $44.6 billion
All Sectors $39.7 billion $38.2 billion $25.6 billion $45.1 billion $68.0 billion
Dollars Spent On Health Care M&A
Based on purchase prices revealed to date, a total of $68.0 billion was committed in Q3:10 to finance the quarter’s 232 transactions. The median price paid per transaction during the third quarter of 2010 was $60.0 million (Q2:10, $43.0 million).
Q3:09 Q4:09 Q1:10 Q2:10 Q3:10 Acquirer Type (By Listing) Deals Dollars Deals Dollars Deals Dollars Deals Dollars Deals Dollars
Publicly Traded 53% 93% 61% 87% 53% 93% 61% 87% 60% 76%
Privately Held 34% 6% 32% 12% 34% 6% 32% 12% 30% 23%
Not-For-Profit 13% 1% 7% 1% 13% 1% 7% 1% 10% 1%
Deals Announced and Dollars Spent By Acquirer Type The table above classifies acquirers according to their listing type: publicly traded corporations, privately held companies or not-for-profit organizations. For each type, it presents the percentage of deals and dollars that type captured in a given quarter. In Q3:10, for example, acquisitions made by publicly traded corporations were responsible for approximately 76% of all dollars spent in the health care M&A market, while those made by privately held companies were responsible for 23% and those made by not-for-profit organizations were responsible for just 1%. The table also shows that in terms of dollar volume, not-for-profit organizations hover around the 1% mark even though they may range between 7% and 13% of the total deal volume. What the table above shows us is that publicly traded corporations habitually outstrip their privately held counterparts in the percentage of M&A dollars they capture by dint of their access to the public equity markets. Furthermore, large publicly traded corporations have traditionally had the resources, namely cash flow, to carry out M&A without having to tap the equity or debt markets. However, the percentage of dollars spent by privately held concerns jumped from 12% in Q2:10 to 23% in Q3:10, due in large part to the return of financial buyers, such as private equity groups, to the M&A market. Eight of the ten largest acquisitions by privately held concerns during the third quarter were made by private equity groups. Since the onset of the Great Recession in August 2007, financial buyers, including private equity and REITS, had sat out on the sidelines. But they staged a robust return in Q4:09, prompted, no doubt, by the need to generate some return on investment for their investors. As economic recovery progresses towards a “new normal,” and financial buyers adapt their acquisition structures and strategies, we may expect to see private equity as a constant presence in the health care M&A market. The table on the next page indicates that financial buyers are now returning to the M&A market after posting nominal figures during earlier periods.
Financial Buyers Q3:09 Q4:09 Q1:10 Q2:10 Q3:10
The Health Care M&A Report, Third Quarter 2010 viii
Deals Announced 6 22 12 13 23
Percentage of Deal Volume 2% 8% 6% 6% 10%
Dollars Committed $1.5 billion $8.0 billion $3.5 billion $1.8 billion $14.4 billion
Percentage of Dollars Spent 4% 21% 14% 4% 21%
The Impact Of Financial Buyers On The Health Care M&A Market The chart below displays the percentage contribution of each sector to the total dollars spent during Q3:10. Biotechnology, Other Services and Pharmaceuticals captured the three highest amounts, posting $28.9 billion, $10.5 billion and $7.2 billion, respectively.
Medical Devices8.1%
Hospitals9.7%
Pharmaceuticals10.6%
Other Services15.5%
Biotechnology42.5%
Managed Care6.0%
e-Health4.4%
Labs. MRI, Dialysis2.0%
Behavioral, Home, LTC, PMG, Rehab
1.4%
Where The Health Care M&A Dollars Went In Q3:10
At the other end of the spectrum, five service sectors combined, Behavioral Health Care, Home Health Care, Long-Term Care, Physician Medical Groups and Rehabilitation, accounted for a total of $946.8 million, or approximately 1.4% of the third quarter’s total dollar volume. The health care technology segment by itself attracted about $44.6 billion, or approximately 66% of the total amount committed to finance health care M&A activity during Q3:10 (Q2:10, 79%; Q1:10, 77%; Q4:09, 91%); the services segment, however, appears to be gaining share. The third quarter of 2010 saw the announcement of 13 billion-dollar deals (Q2:10, 10), appearing at the rate of one a week. They are listed in the table on the next page. Their combined value of $43.8 billion accounts for 64% of the quarter’s total M&A dollars (Q2:10, 61%). Seven are in the technology sectors while six are in the services sectors. Eight are strategic buyers (Q2:10, 9) while five are financial buyers (Q2:10, 1). The largest deal, it should be noted, is provisional. Genzyme Corporation has been resisting Sanofi’s acquisition proposal, but many observers believe that the acquisition will be completed.
The Health Care M&A Report, Third Quarter 2010 ix
Acquirer Listing Target Listing Price Sector (In $ billions)
Sanofi-Aventis SA NYSE: SNY
Genzyme Corporation NASDAQ: GENZ
$18.5 Biotechnology
Reckitt Benckiser PLC LSE: RB
SSL International plc LSE: SSL
$3.8 Consumer Health
The Carlyle Group Private NBTY, Inc. NYSE: NTY
$3.8 Nutraceuticals
Khazanah Nasional Berhad
Private Parkway Holdings Ltd. SI: PARM
$3.3 Hospitals
Private equity investors
Private MultiPlan, Inc. Private $3.1 Managed Care
Johnson & Johnson, Inc.
NYSE: JNJ
Crucell NV NASDAQ: CRXL
$2.3 Biotechnology
The Carlyle Group Private Healthscope, Ltd. ASX: HSP
$1.7 Hospitals
UnitedHealth Group, Inc.
NYSE: UNH
Executive Health Resources, Inc.
Private $1.5 e-Health
Eisai Co. Ltd. T: 4523
Rights to market lorcaserin
NASDAQ: ARNA
$1.4 Pharmaceuticals
Endo Pharmaceuticals Holdings
NASDAQ: ENDP
Qualitest Pharmaceuticals
Private $1.2 Pharmaceuticals
Roche Holding AG VX: ROG
Stapled peptides drug deal
Private $1.1 Biotechnology
Takeda Pharmaceutical Co. L
T: 4502
Rights to Contrave weight loss drug
NASDAQ: OREX
$1.1 Biotechnology
Bain Capital Partners, LLC
Private Air Medical Group Holdings
Private $1.0 Medical Transport
Billion‐Dollar Deals Announced In Q3:10
Both foreign and domestic buyers have been active in the health care M&A market. As the chart overleaf indicates, domestic buyers dominated the U.S. health care M&A market until Q4:07, when foreign buyers, buoyed by a relatively cheap dollar, began outspending American buyers. The chart gives three data points for each quarter. First is the total number of health care M&A dollars spent in that quarter on all transactions. The next two figures are derived from the top 20 deals of the quarter as measured in dollar value. Accordingly, the second data point is the number of dollars spent by all U.S. buyers among the top 20 deals. Similarly, the third data point is the number of dollars spent by all foreign buyers among the top 20 deals. (Since the top 20 deals in any given quarter generally account for four-fifths of all dollars spent, the inclusion of the remaining deals, all of lesser value, does not materially alter the overall pattern of results.) The chart on the following page reveals that for the two quarters from Q2:07 through Q3:07, big U.S. domestic buyers outspent their foreign counterparts. With the onset of the Credit Crunch in mid-2007, that pattern reversed itself so that for the five quarters from Q4:07 through the end of Q4:08, foreign buyers had the upper hand. Part of the reason for the recent preponderance of foreign buyers is that the dollar has been historically low against other major currencies for the past three years—and a lower dollar makes acquisitions in America by foreign buyers cheaper and more attractive. The low dollar also tends to keep American buyers in the American market and away from relatively more expensive foreign opportunities. However, since the beginning of 2009, domestic buyers appear in general to be outspending their foreign counterparts. Going forward, the trend toward globalization will likely raise the levels of cross-border M&A in the health care technology sectors while attempts to enhance local and regional health care delivery networks in the U.S. will foster a strong domestic market.
The Health Care M&A Report, Third Quarter 2010 x
$‐
$20.0
$40.0
$60.0
$80.0
$100.0
$120.0
$140.0
Quarter And Year
(In $ Billions)
All Deals $61.3 $49.9 $53.8 $27.7 $86.2 $89.4 $21.6 $127.4 $28.7 $39.7 $38.2 $25.7 $45.1 $68.0
Foreign Buyers $20.1 $13.9 $35.4 $11.8 $57.7 $75.3 $12.9 $3.1 $11.7 $7.7 $9.4 $12.2 $16.4 $11.9
Domestic Buyers $28.9 $22.7 $26.6 $8.9 $17.8 $5.1 $5.7 $119.2 $10.1 $24.3 $12.0 $7.0 $18.0 $37.6
Q2 07 Q3 07 Q4 07 Q1 08 Q2 08 Q3 08 Q4 08 Q1 09 Q2 09 Q3 09 Q4 09 Q1 10 Q2 10 Q3 10
Multi-Year Trend Of Foreign And Domestic Buyers In The Health Care M&A Market (Top 20 Deals)
Of Special Note To keep our readers abreast of the rapid developments in the merger and acquisition market, Irving Levin Associates issues The Health Care M&A Weekly 50 times a year. This bulletin, which reaches your desk by e-mail, lists all of the health care M&A deals announced during the week along with prices and links. Further detail and analysis of these transactions are provided in our monthly newsletter, The Health Care M&A Monthly, which is intended to serve two purposes. First, it offers up-to-date information on the market by collecting all the deals that have been announced during the previous month. Second, the newsletter places those deals in context by providing commentary on the market itself. Each month, we discuss emerging trends in individual sectors of the health care industry, interpret the investment implications of select deals and report information about deals we have heard to be brewing, but which have yet to be formally announced. After the end of each quarter, we issue this source book, The Health Care M&A Report, to follow up on these transactions with more comprehensive information on the quarter’s deals. We utilize such sources as SEC filings, discussions with bankers and consultants involved in certain transactions, and interviews with company management to bring our readers reliable, value-added information on this important and rapidly developing market. The Irving Levin Online M&A Database, which includes 15 years’ worth of M&A data, is updated weekly and is at your disposal 24 hours a day, seven days a week. So even after the publication of this source book, we make subsequent updates to the deals contained in it available to subscribers through our online database. We hope that you will find our services a valuable tool for your business.
The Health Care M&A Report, Third Quarter 2010 xi
Behavioral Health Care
The Behavioral Health Care sector produced two transactions during Q3:10; this represents 29% of the activity over the past 12 months. During the past four quarters, only seven transactions have been announced in this financially challenged industry.
5
1
4
2
0
2
4
6
Transactions
Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010
Quarter
Behavioral Health Care Mergers & Acquisitions
Total Transactions By Quarter
Source: Irving Levin Associates, Inc.
Based on revealed prices, the seven Behavioral Health Care deals in the past four quarters cost a combined total of nearly $3.5 billion; $390.0 million of that was spent during the third quarter of 2010.
Q3:09 Q4:09 Q1:10 Q2:10 Q3:10
$72.9 million — — $3.1 billion $390.0 million
Dollars Spent On Behavioral Health Care M&A, By Quarter
The businesses acquired during the third quarter included operators of residential treatment facilities. Of the targets, one was a publicly traded corporation and the other was a privately held company. The buyers had the same division: one publicly traded corporation and one privately held company. In the only deal to come with a price tag, the Canadian industrial conglomerate Onex is offering approximately $390.0 million to acquire the remaining 75.1% that it does not already own in ResCare, a publicly traded corporation that provides residential, therapeutic and support services to the elderly and mentally disabled. Onex raised its offer to $13.25 per share, after an initial offer of $12.60 in mid-August. The higher price offers a 31% premium to the stock price the day before the first offer was made. The transaction is currently valued at 0.25x revenue. A definitive agreement was signed with Onex Partners III on September 7, 2010. In the second deal, Cerritos, California-based Elements Behavioral Health is acquiring The Ranch for an undisclosed price. Based in Tennessee, The Ranch is a multidisciplinary program that offers comprehensive treatment for alcohol and drug addiction, eating disorders, trauma and codependency. As its name suggests, it is located on a working horse ranch. This acquisition adds variety to the kinds of therapies that Elements Behavioral offers its clients, including equine-assisted therapy, challenge courses, Native American spirituality and wilderness experiences.
The Health Care M&A Report, Third Quarter 2010 xii
The largest Behavioral Health Care deal in recent memory, Universal Health Services’ $3.1 billion acquisition of Psychiatric Solutions, which was announced in the second quarter of 2010, closed on November 16, 2010. The first of these deals ranks among the two largest Behavioral Health Care deals of the past 12 months, listed below.
Largest Behavioral Health Care Deals Of The Past 12 Months Value Quarter
1. United Health Services acquired Psychiatric Solutions $3.1 billion Q2:10
2. Onex Corp. acquired ResCare $390.0 million Q3:10
The Health Care M&A Report, Third Quarter 2010 xiii
Biotechnology During Q3:10, the Biotechnology sector posted a total of 34 deals, or 23% of the 150 biotech deals announced during the past four quarters. These 34 deals represent a 36% increase from the 25 deals announced in the previous quarter, Q2:10, but a 19% decrease from the 42 deals announced in the year-ago quarter, Q3:09.
42
61
3025
34
0
10
20
30
40
50
60
70
Transactions
Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010
Quarter
Biotechnology Mergers & Acquisitions
Total Transactions By Quarter
Source: Irving Levin Associates, Inc.
Based on prices revealed to date, a total of $28.9 billion was spent to finance the third quarter’s activity, or 42% of the $69.2 billion committed during the past 12 months.
Q3:09 Q4:09 Q1:10 Q2:10 Q3:10
$9.1 billion $18.0 billion $6.6 billion $15.7 billion $28.9 billion
Dollars Spent On Biotechnology M&A, By Quarter Twenty-nine companies announced a combined total of 34 deals: 26 publicly traded corporations announced a total of 31 deals while three privately held companies announced one deal each. Eli Lilly & Co., Johnson & Johnson, Ono Pharmaceutical Co., Roche Holding and Sanofi-Aventis announced two deals each. Seventeen deals, or one-half of the sector total, involved foreign buyers acquiring an American-listed company. Fifteen of the targets were publicly traded corporations or portions thereof while 19 were privately held companies. Eight of the targets, or 24% of the total, were foreign-listed. The target businesses in Q3:10 are all involved in the discovery and use of cellular and molecular processes and platforms to solve problems or make products, both diagnostic and therapeutic. They include companies involved in genetics, monoclonal antibodies, RNAi and vaccines, to name but a few. The therapeutic areas involved include oncology, CNS, fertility, kidney disease, obesity and solid tumors. Some of the targets have just a portfolio of intellectual property, while others have marketed products; some targets involve specific products, others entire companies. With the credit markets not flowing as freely as in the past, companies continue to hold on to their cash. This is reflected in a number of deals to acquire the rights to experimental therapeutic candidates: they
The Health Care M&A Report, Third Quarter 2010 xiv
generally consist of a small upfront payment, often a licensing fee, and very large milestone payments that will be made only if certain development, regulatory or commercialization thresholds are achieved. Eighteen deals in Q3:10 had this structure. However, acquisitions of established biotech companies with marketed products are generally structured in terms of stock, cash or a combination of both. Three of the five largest deals of the third quarter exhibit this latter deal structure. In the largest Biotechnology deal of the third quarter, Sanofi-Aventis is offering $18.5 billion, or 4.3x revenue, to acquire Genzyme Corporation, a publicly traded corporation that focuses on rare genetic disease disorders, renal diseases, orthopedics and cancers, among others. The buyer is offering $69.00 per share. This acquisition would help to replenish the revenue which Sanofi-Aventis is losing from certain of its proprietary drugs going off patent. While Genzyme appears reluctant to consider the bid at this price, hinting that it would accede to an offer of $80.00 per share, many observers continue to believe that this deal will get done eventually. In the second largest deal of Q3:10, Johnson & Johnson is offering nearly $2.3 billion, or 4.6x revenue, to acquire the 80.1% it does not already own in Crucell, NV, a Dutch corporation that is engaged in the discovery, development and manufacture of vaccines. This acquisition would extend JNJ’s biotechnology business by giving it a large vaccine franchise, which would also complement its infectious disease business. This bid offers Crucell shareholders a 17.9% premium over the stock’s prior-day price; on news of the offer, however, the stock price jumped over 50%, suggesting the market expected a higher offer. But at 4.6x revenue, the deal appears to be priced at the top of its range. In the third largest transaction, one worth up to $1.1 billion, Aileron Therapeutics is entering into a transaction with Roche Holding for the use of its stabilized stapled peptides as a new means of targeting disease. Under terms of the deal, Roche will make an upfront payment of $25.0 million, and commit to up to $1.1 billion in payments if drug candidates are successfully developed against five targets. Roche will be selecting targets from the therapeutic areas of oncology, virology, inflammation, metabolism and central nervous system. The two largest of these three transactions figure among the five largest deals of the past 12 months, listed below. Five Largest Biotechnology Deals Of The Past 12 Months Value Quarter
1. Sanofi‐Aventis acquired Genzyme Corp. $18.5 billion Q3:10
2. Astellas acquired OSI Pharmaceuticals $4.0 billion Q2:10
3. Grifols SA acquired Talecris $4.0 billion Q2:10
4. Celgene acquired Abraxis BioScience $2.9 billion Q2:10
5. Johnson & Johnson acquired Crucell, NV $2.3 billion Q3:10
The Health Care M&A Report, Third Quarter 2010 xv
E-Health Twenty-two deals were announced in the e-Health sector during Q3:10, representing 29% of the 75 e-Health transactions announced during the past four quarters.
21 2022
11
22
0
5
10
15
20
25
Transactions
Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010
Quarter
E‐Health Mergers & Acquisitions
Total Transactions By Quarter
Source: Irving Levin Associates, Inc.
Based on prices revealed to date, approximately $3.0 billion was committed to finance this quarter’s 22 deals. The third quarter figure also represents about 26% of the approximately $11.7 billion spent during the past four quarters to finance the period’s 75 e-Health transactions.
Q3:09 Q4:09 Q1:10 Q2:10 Q3:10
$4.1 billion $5.6 billion $663.9 million $2.4 billion $3.0 billion
Dollars Spent On E‐Health M&A, By Quarter
Eighteen organizations announced a combined total of 22 deals: eight publicly traded corporations announced 12 deals and 10 privately held companies announced one deal each. UnitedHealth Care, through its Ingenix subsidiary, announced four deals while MedLink International announced two. Conversely, 20 of the targets are privately held companies while two are publicly traded corporations or units thereof. The targets in these deals include companies involved in electronic billing, electronic health records, medical transcription services, PACS, revenue cycle management and websites. In the largest e-Health deal of the third quarter, the private equity firm Abry is selling Executive Health Resources to UnitedHealth’s Ingenix subsidiary for approximately $1.5 billion. Executive Health is involved in providing hospitals with compliance solutions. It will help Ingenix to contain costs related to compliance and billing. Executive Health’s clients include 1,100 hospitals and health systems nationwide. The deal is valued at about 3.8x revenue. During the quarter, Ingenix also acquired A-Life Medical, a company that manufactures a system which automates medical coding; Axolotl, a provider of health information exchange services; and Picis, a provider of health care information technology solutions for hospitals.
The Health Care M&A Report, Third Quarter 2010 xvi
In the second largest deal of the quarter, TowerBrook Capital Partners is selling the Broadlane Group to MedAssets for $850.0 million. Broadlane delivers supply chain management, strategic sourcing of supplies and services, capital equipment lifecycle management and other services to hospitals. This transaction, which is valued at 5.1x 2009 revenue, combines the third and fourth largest group purchasing organizations in the country. MedAssets has obtained financing commitments from J.P. Morgan and Barclays Capital to fund this acquisition. In the third largest transaction of Q3:10, the private equity group Vestar Capital Partners is paying $294.0 million, or 5.4x revenue, to acquire Health Grades, a publicly traded corporation that provides proprietary, objective ratings of hospitals, nursing homes and home health agencies, as well as advisory services. The first two of these three deals rank among the top five e-Health deals for the past 12 months, listed in the table below. Five Largest e‐Health Deals Of The Past 12 Months Value Quarter
1. TPG Capital/CCP Investment Board acquired IMS Health $5.2 billion Q4:09
2. UnitedHealth/Ingenix acquired Executive Health $1.5 billion Q3:10
3. Allscripts‐Misys acquired Eclipsys, Inc. $1.3 billion Q2:10
4. MedAssets acquired Broadlane $850.0.0 million Q3:10
5. Oracle acquired Phase Forward $685.0 million Q2:10
The Health Care M&A Report, Third Quarter 2010 xvii
Home Health Care
The Home Health Care sector posted nine transactions in Q3:10, down 18% from the 11 deals announced in the previous quarter but up 13% from the eight deals announced in the year-ago quarter, Q3:09. These nine represent 20% of the 46 Home Health Care deals announced during the past 12 months. This section and its statistics include hospice and palliative care providers.
8
12
14
11
9
0
5
10
15
Transactions
Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010
Quarter
Home Health Care Mergers & Acquisitions
Total Transactions By Quarter
Source: Irving Levin Associates, Inc.
Based on revealed prices, a total of $56.7 million was paid to finance the third quarter’s deals. During the past 12 months, a total of approximately $1.4 billion has been spent to finance that period’s 46 deals; the third quarter figure represents a mere fraction of the year’s total. Most of the transactions in this sector tend to be small, with no price disclosed.
Q3:09 Q4:09 Q1:10 Q2:10 Q3:10
$51.4 million $18.7 million $36.6 million $1.3 billion $56.7 million
Dollars Spent On Home Health Care M&A, By Quarter
In Q3:10, nine companies announced nine deals. Three publicly traded corporations, one privately held company and five not-for-profit organizations announced one deal each. Among the targets, six were privately held companies and three were not-for-profits. Two of these last three transactions were occasioned by St. Vincent’s Catholic Medical Center’s bankruptcy proceedings, playing out in the New York City metropolitan area. In the largest Home Health Care deal of Q3:10, St. Vincent’s Catholic Medical Center of New York City is selling its long-term home health care, or Lombardi, program to The Visiting Nurse Service of New York. The purchase price, as established in the bankruptcy proceedings, is $30,150,000. This acquisition gives The Visiting Nurse Service long-term home health care services in Nassau County on Long Island. In the second largest deal of the quarter, St. Vincent’s is also selling its home health agency to North Shore University Hospital, a 798-bed acute care hospital on Long Island. The purchase price is $17.0 million. The certified agency operates in New York City’s five boroughs and Nassau and Suffolk counties
The Health Care M&A Report, Third Quarter 2010 xviii
on Long Island. The buyer also operates one branch of its parent’s home health operations. North Shore-LIJ’s home health operations generate $108.0 million in annual revenue. In the third largest deal of the quarter, publicly traded Addus HomeCare Corp. is paying $9.1 million, or 0.7x revenue, to acquire Advantage Health Systems, a company that serves about 1,200 personal care and home health care patients from five locations in South Carolina and one in Georgia. In addition to its traditional home health and social services, Advantage began providing hospice services in 2009 and is now licensed for provision of hospice services throughout South Carolina. The purchase price includes a working capital adjustment which, when taken into account, lowers the final price to $8.34 million. The first two deals rank among the top five deals of the past 12 months, listed below. Five Largest Home Health Care Deals Of The Past 12 Months Value Quarter
1. Gentiva acquired Odyssey HealthCare $984.0 million Q2:10
2. Highland Capital acquired American HomePatient $235.2 million Q2:10
3. Skilled Nursing acquired nine home health businesses $62.0 million Q2:10
4. Visiting Nurse Services acquired St. Vincent’s Lombardi program $30.2 million Q3:10
5. North Shore acquired St. Vincent’s home health agency $17.0 million Q3:10
The Health Care M&A Report, Third Quarter 2010 xix
Hospitals Twenty-four transactions were announced in the Hospital sector during Q3:10. These 24 represent 41% of the 54 deals announced during the past 12 months. The third quarter’s deals also represent a 26% increase in deal volume over the 19 transactions announced in the previous quarter, and a 20% increase over the 20 in the year-ago quarter, Q3:09. The assets that were acquired through these 24 transactions include a combined total of 102 hospitals and approximately 7,900 acute care beds. These statistics include two large foreign transactions, with financial buyers targeting hospital portfolios in Australia and Singapore. When these two foreign deals are factored out of the figures, the remaining 22 deals involve 42 domestic hospitals with 4,502 beds. Most of the domestic deals involve general acute care hospitals; however, two deals involve a total of 12 long-term acute care hospitals with a combined total of 550 beds.
20
4
7
19
24
0
5
10
15
20
25
Transactions
Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010
Quarter
Hospital Mergers & Acquisitions
Total Transactions By Quarter
Source: Irving Levin Associates, Inc.
Based on prices revealed so far, a total of $6.6 billion was committed to finance the 24 hospital deals in Q3:10. Of that amount, just $1.5 billion was spent on the 22 domestic transactions. The full third quarter figure represents 21% of the $10.3 billion spent during the past 12 months to finance the acquisition of 178 hospitals with 17,924 acute care beds in a total of 54 deals.
Q3:09 Q4:09 Q1:10 Q2:10 Q3:10
$420.7 million $657.4 million $2.2 billion $868.2 billion $6.6 billion
Dollars Spent On Hospital M&A, By Quarter
Twenty-two acquirers announced a combined total of 24 deals in Q3:10. Three publicly traded corporations announced a combined total of three deals involving 10 hospitals with 1,281 beds. Eight privately held companies announced one deal each with a combined total of 77 hospitals with 5,160 beds. If the two large foreign acquisitions by financial buyers are omitted, the total number of hospitals acquired in this cohort is 17 with 1,760 beds. Finally, 11 not-for-profits announced 13 deals, targeting a combined total of 15 hospitals and 1,461 beds. Within this cohort, Scott & White and West Virginia United Health each announced two transactions.
The Health Care M&A Report, Third Quarter 2010 xx
From the seller’s side of the equation, five transactions in the third quarter targeted 67 hospitals with 4,273 beds that were owned by publicly traded corporations. Omit the two foreign deals, and those figures drop to seven hospitals with 873 beds. Twelve deals targeted 17 hospitals with 2,197 beds owned by privately held companies. Finally, seven deals targeted 18 acute care hospitals with 1,432 beds owned by not-for-profits. For the 22 domestic transactions, the median price to revenue multiple was 0.7x and the median price per bed was $463,400 in the third quarter of 2010. Note that in the top three deals by dollar value, the buyer is either a financial buyer or is backed by one. In the largest Hospital deal of Q3:10, Khazanah Nasional Berhad, the investment arm of the Government of Malaysia, is paying $3.3 billion to acquire Parkway Holdings. Based in Singapore, Parkway is Asia’s largest publicly traded hospital operator, with 16 facilities in Singapore, Malaysia, India and China with 3,400 beds. The deal is valued at $970,588 per bed and 4.5x revenue. In the second largest deal, two private equity firms, The Carlyle Group and TPG, are acquiring Healthscope, the second-largest hospital operator in Australia, with 44 hospitals and the country’s third-largest pathology business. The purchase price is $1.73 billion, or 1.2x revenue, a multiple somewhat more in line with the American domestic market. In the third largest deal of the quarter, company management, assisted by the private equity shop of Leonard Green & Partners, is buying Prospect Medical Holdings for approximately $363.0 million. Based in Los Angeles, Prospect Medical operates five hospitals in the Los Angeles area with a combined total of 759 beds. The deal is valued at 0.78x revenue and 6.7x EBITDA. The first two of these three transactions rank among the top five deals for the past 12 months, listed in the table below. Five Largest Hospital Deals Of The Past 12 Months Value Quarter
1. Khazanah acquired Parkway Holdings $3.3 billion Q3:10
2. Two PEGs acquired Healthscope $1.7 billion Q3:10
3. Vanguard Health acquired Detroit Medical Center $1.3 billion Q1:10
4. Cerberus Capital acquired Caritas Christi $830.0 million Q1:10
5. RehabCare Group acquired Triumph Healthcare $570.0 million Q4:09
The Health Care M&A Report, Third Quarter 2010 xxi
Laboratories, MRI and Dialysis
During the third quarter of 2010, nine deals were announced in the Laboratories, MRI and Dialysis sector; these nine account for 23% of the 39 transactions announced in the past 12 months. The third quarter’s figure is down 40% from the 15 deals in Q2:10, but up 13% from the eight deals in the year-ago quarter, Q3:09. The acquired businesses include imaging centers, dialysis facilities and sleep diagnostic laboratories, among others.
87
8
15
9
0
5
10
15
Transactions
Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010
Quarter
Labs, MRI & Dialysis Mergers & Acquisitions
Total Transactions By Quarter
Source: Irving Levin Associates, Inc.
A total of $1.2 billion, based on revealed prices, was spent to finance the third quarter’s M&A activity. The third quarter dollar volume represents 55% of the approximately $2.2 billion that was committed to finance the 39 transactions in this sector during the past four quarters.
Q3:09 Q4:09 Q1:10 Q2:10 Q3:10
$52.9 million $14.4 million $116.8 million $879.2 million $1.2 billion
Dollars Spent On Laboratory M&A, By Quarter
Seven buyers announced a total of nine deals. Five publicly traded corporations announced seven deals, with Continucare announcing three. One privately held company and one not-for-profit announced one acquisition apiece. On the flip side, seven privately held companies and two publicly traded corporations announced one sale each. In the largest deal of the third quarter, Genzyme Corporation is selling its genetic testing business to Laboratory Corp. of America for $925.0 million, or 2.5x revenue. This is one of three units that Genzyme is selling to concentrate on its core biotechnology business; some analysts also believe that these divestments have the potential to raise the valuation of the remaining business, compelling Sanofi-Aventis to increase its $18.5 billion offer for Genzyme (see “Biotechnology” above). It is doubtful, however, that these relatively small units have been holding that valuation down. This acquisition allows Laboratory Corp. to expand into new testing areas.
The Health Care M&A Report, Third Quarter 2010 xxii
In the second largest deal of Q3:10, Virtual Radiologic is paying $170.0 million to buy competitor NightHawk Radiology, a company that provides professional services, business services and clinical workflow technology to radiology groups and hospitals. This purchase, valued at about 1.1x revenue, more than doubles the number of facilities in which the buyer operates. It comes five months after Virtual Radiologic was taken private by Providence Equity. In the third largest deal of the third quarter, Fresenius Medical Care is acquiring the peritoneal dialysis business of Gambro for an estimated $87.0 million. This business unit provides peritoneal dialysis services to over 4,000 patients in a home setting, generating about $60.0 million in annual revenue. The first two deals rank among the top five transactions of the past four quarters. Five Largest Laboratory Deals Of The Past 12 Months Value Quarter
1. LabCorp. acquired Genzyme’s genetic testing unit $925.0 million Q3:10
2. Providence Equity acquired Virtual Radiologic $294.0 million Q2:10
3. Virtual Radiologic acquired NightHawk Radiology $170.0 million Q3:10
4. Fresenius acquired Asia Renal Care $170.0 million Q2:10
5. GeoDigm acquired National Dentex Corp. $125.0 million Q2:10
The Health Care M&A Report, Third Quarter 2010 xxiii
Long-Term Care In Q3:10, 26 transactions were announced in the Long-Term Care sector; these 26 represent 24% of the 110 transactions announced during the past 12 months. The third quarter’s deals also represent a 4% decrease from the prior quarter’s deal volume, and a 24% increase from the year-ago quarter, Q3:09. The third quarter’s transactions encompass a combined total of 70 facilities (Q2:10, 57) with 5,185 senior care beds or units (Q2:10, 4,982). The senior care properties involved generally include assisted living facilities, CCRCs, independent living facilities and skilled nursing facilities.
21
40
17
27 26
0
10
20
30
40
Transactions
Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010
Quarter
Long‐Term Care Mergers & Acquisitions
Total Transactions By Quarter
Source: Irving Levin Associates, Inc.
During Q3:10 and based on revealed prices, approximately $415.9 million was spent to fund the quarter’s 26 deals. This third quarter figure thus represents a little less than 10% of the approximately $4.5 billion that has been committed in the past 12 months to finance that period’s 110 transactions to buy 529 facilities with 56,913 beds/units.
Q3:09 Q4:09 Q1:10 Q2:10 Q3:10
$176.1 million $2.2 billion $1.4 billion $430.7 million $415.9 million
Dollars Spent On Long‐Term Care M&A, By Quarter
Twenty-five buyers announced making a combined total of 26 deals. Five publicly traded corporations announced five deals to acquire nine facilities with 854 beds/units. This included eight assisted living facilities with 727 units and one skilled nursing facility with 127 beds. Twenty privately held companies announced 21 deals to buy 61 facilities with 4,331 beds/units. This included 39 assisted or independent living facilities with 1,739 units and 22 skilled nursing facilities with 2,592 beds. On the sell side, four deals targeted 11 facilities with 1,364 beds/units owned by publicly traded corporations. The break-out is one assisted living facility with 114 units and 10 skilled nursing facilities with 1,250 beds. Sixteen deals targeted privately held companies with a combined total of 53 facilities and 3,033 beds/units. The break-out includes 44 assisted or independent living facilities with 1,943 units and nine skilled nursing facilities with 1,090 beds. Sunwest Management, still working through bankruptcy, was involved in four separate transactions. Finally, six deals targeted six not-for-profit organizations with six facilities and 788 beds/units. The break-out includes two assisted living facilities
The Health Care M&A Report, Third Quarter 2010 xxiv
with 131 units and four skilled nursing facilities with 657 beds. Not-for-profit Midwest Care made two of the six sales in this cohort. The third quarter’s market thus involved 23 skilled nursing facilities with 2,719 beds. The median price per bed was $48,440; the median price to revenue multiple, 0.8x. On the retirement housing side, the third quarter’s market also involved 47 assisted or independent living facilities with 2,466 units. The median price per unit was $95,040; the median price to revenue multiple, 3.1x. In the largest Long-Term Care deal of Q3:10, Health Care REIT is selling six skilled nursing facilities in Massachusetts to Radius Management for $88.5 million. The portfolio includes 837 skilled beds and 27 assisted living units. Radius had been leasing these six facilities and, in the past four years, had invested $22.7 million in capital expenditures on them. In the second largest deal of Q3:10, Milestone Senior Living is selling 28 “Our House” assisted living facilities to Keystone Senior, LLC for $60.5 million. The portfolio has a combined total of 561 units, located in Wisconsin and Minnesota. The largest facility in this portfolio is 42 units; the smallest, 18. In the third largest deal, M&I Marshall & Ilsley Bank is selling two Arizona retirement communities, 190-unit La Siena in Phoenix and 205-unit Villa Hermosa in Tucson, to Senior Resource Group for $60.0 million. The sale was being made out of bankruptcy. None of these three transactions ranks among the five largest deals announced during the past 12 months, listed below. Five Largest Long‐Term Care Deals Of The Past 12 Months Value Quarter
1. The Blackstone Group acquired a 140‐facility Sunwest portfolio $1.3 billion Q1:10
2. Omega Healthcare acquired a 143‐facility portfolio $860.0 million Q4:09
3. Redwood Capital acquired Erickson $365.0 million Q4:09
4. Brookdale Senior Living acquired 21 senior housing properties $204.0 million Q4:09
5. Chartwell acquired the Meridian portfolio $110.5 million Q2:10
The Health Care M&A Report, Third Quarter 2010 xxv
Managed Care
The Managed Care sector produced seven transactions in Q3:10. This figure represents 47% of the 15 Managed Care deals announced during the past 12 months. Perhaps, with the passage of health care reform, buyers feel more comfortable re-entering the Managed Care M&A market. The third quarter’s transactions involved 3,044,000 plan enrollees (Q2:10, 220,000). This figure represents 47% of the 6.5 million plan enrollees affected by the 15 Managed Care deals announced in the past 12 months. The businesses targeted during Q2:10 include one HMO, one PPO and one Third-Party Administrator.
7
32
3
7
0
2
4
6
8
Transactions
Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010
Quarter
Managed Care Mergers & Acquisitions
Total Transactions By Quarter
Source: Irving Levin Associates, Inc. Based on prices revealed to date, a total of $4.1 billion was committed to fund the seven Managed Care deals in Q3:10. Over the past 12 months, a total of approximately $4.2 billion has been committed to mergers and acquisitions in the Managed Care industry.
Q3:09 Q4:09 Q1:10 Q2:10 Q2:10
$590.5 million $134.5 million $18.0 million $4.3 million $4.1 billion
Dollars Spent On Managed Care M&A, By Quarter
Seven buyers announced one deal each: four publicly traded corporations and three privately held companies. Conversely, the deals targeted seven privately held companies. In the third quarter’s largest Managed Care transaction, two private equity firms, The Carlyle Group and Welsh, Carson, Anderson & Stowe, are selling MultiPlan to BC Partners and Silver Lake, two other private equity firms, for approximately $3.1 billion. MultiPlan is a provider of health care cost management services; its preferred provider organization, or PPO, has 5,000 hospitals, 115,000 ancillary care facilities and 625,000 health care practitioners. In the second largest transaction, publicly traded HealthSpring is paying $545.0 million to acquire Baltimore-based Bravo Health, a Medicare Advantage provider serving 100,000 members in six states.
The Health Care M&A Report, Third Quarter 2010 xxvi
Bravo also provides Medicare Part D coverage to 290,000 members in 43 states. This transaction expands the buyer’s Medicare Advantage coverage in six states, primarily Pennsylvania and the mid-Atlantic. In the third largest Managed Care transaction of the third quarter, Cigna Healthcare is paying approximately $410.0 million in cash to buy Antwerp-based Vanbreda International, a provider of expatriate benefits, offering worldwide medical insurance and employee benefits to governmental and nongovernmental organizations. This acquisition effectively raises to 700,000 the number of expatriate customers that Cigna Healthcare serves around the world. All three of these transactions find a place among the top five transactions in the Managed Care industry for the past 12 months, listed below. Five Largest Managed Care Deals Of The Past 12 Months Value Quarter
1. Private equity investors acquired Multiplan $3.1 billion Q3:10
2. HealthSpring acquired Bravo Health $545.0 million Q3:10
3. Cigna Healthcare acquired Vanbreda International $410.0 million Q3:10
4. Coventry Health acquired Preferred Health System $84.6 million Q4:09
5. PacificSource acquired Clear One Health Plans $46.0 million Q4:09
The Health Care M&A Report, Third Quarter 2010 xxvii
Medical Devices The Medical Device sector posted a total of 44 deals in Q3:10, level with the 44 deals in Q2:10, and up 2% from the 43 deals in the year-ago quarter, Q3:09. The third quarter figure represents one-quarter of the 177 Medical Device deals announced in the past 12 months.
43
49
4044 44
0
10
20
30
40
50
60
Transactions
Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010
Quarter
Medical Device Mergers & Acquisitions
Total Transactions By Quarter
Source: Irving Levin Associates, Inc. Based on revealed prices, a total of $5.5 billion was committed to finance the third quarter’s 44 transactions, up 6% from the prior quarter’s levels. The third quarter’s amount represents 23% of the $24.3 billion committed during the past four quarters to finance that period’s 177 deals.
Q3:09 Q4:09 Q1:10 Q2:10 Q3:10
$5.3 billion $4.0 billion $9.6 billion $5.2 billion $5.5 billion
Dollars Spent On Medical Device M&A, By Quarter
A total of 42 acquirers announced 44 deals in Q3:10. Thirty-two publicly traded corporations announced a combined total of 34 deals, with Royal Philips Electronics announcing three. Ten privately held companies announced one deal each. Of the targets, 35 were privately held companies and eight were publicly traded corporations or units thereof and one was a not-for-profit. Eleven of the targets were foreign companies acquired by American-listed firms while 12 of the acquirers were foreign firms buying an American-listed company. The businesses targeted during the third quarter included manufacturers and fabricators of DNA sequencing systems, hearing aids, implantable devices, laser components, molecular imaging systems and therapeutic mattresses, among others. In the largest Medical Device deal of Q3:10, The 3M company is acquiring Arizant for $810.0 million in cash. Based in Eden Prairie, Minnesota, Arizant manufactures special gowns for patients in operating rooms that can effectively control body temperature. This acquisition allows the buyer to enter the market for patient warming, which is believed to be a $1.0 billion market on a global basis.
The Health Care M&A Report, Third Quarter 2010 xxviii
In the second largest deal of the third quarter, Alcon is paying as much as $744.0 million to acquire LenSx Lasers, a company that developed the first fematosecond laser technology for use in cataract surgery. Novartis owns a majority stake in Alcon, and wants to buy out the remaining interest. While Alcon’s minority shareholders are still holding out, Novartis’ rising stock price as well as a strong Swiss franc may well win over the hold-out shareholders. The quarter’s third largest deal involves Life Technologies paying up to $725.0 million to acquire Ion Torrent, a DNA sequencing company. This acquisition strengthens the buyer’s genetic systems unit, which currently contributes 26% of its revenue. The technology is already used in certain sequencing machines. Under terms of the deal, the consideration includes $375.0 million in cash and stock, and $350.0 million in potential milestone payments. The first two of these three transactions rank among the top five Medical Device deals for the past 12 months, as listed below. Five Largest Medical Device Deals Of The Past 12 Months Value Quarter
1. Merck KGaA acquired Millipore $7.2 billion Q1:10
2. Covidien acquired ev3 $2.6 billion Q2:10
3. The 3M Company acquired Arizant $810.0 million Q3:10
4. Johnson & Johnson acquired Acclarent $785.0 million Q4:09
5. Alcon acquired LenSx Laser $744.0 million Q3:10
The Health Care M&A Report, Third Quarter 2010 xxix
Pharmaceuticals Eighteen transactions were announced in the Pharmaceutical sector during Q3:10, down 58% from the 43 deals in Q2:10, and down 53% from the 38 deals in the year-ago quarter, Q3:09. These 18 deals represent 14% of the 129 Pharmaceutical deals announced during the past 12 months. It’s not that M&A activity is passing the Pharmaceuticals industry by; it’s that much of the focus is on big pharma companies buying biotechnology firms (see “Biotechnology” above) with potential blockbusters to replace their proprietary branded drugs going off patent. Seven of the deals in the third quarter Pharmaceutical industry involve the acquisitions of consumer health, generic or OTC drugs.
38
29
39
43
18
0
10
20
30
40
50
Transactions
Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010
Quarter
Pharmaceutical Mergers & Acquisitions
Total Transactions By Quarter
Source: Irving Levin Associates, Inc.
Based on prices revealed to date, a total of $7.2 billion was committed during Q3:10 to finance the quarter’s 18 deals. The third quarter’s figure represents approximately one-fifth of the $36.5 billion committed during the past four quarters to finance that period’s 129 transactions.
Q3:09 Q4:09 Q1:10 Q2:10 Q3:10
$18.0 billion $6.8 billion $10.0 billion $12.5 billion $7.2 billion
Dollars Spent On Pharmaceutical M&A, By Quarter
A total of 16 publicly traded companies announced making a combined total of 18 deals in Q3:10. Endo Pharmaceutical Holdings and Meda AB each announced two deals. Nine of the targets were publicly traded corporations or units thereof; the combined total of these deals was $3.4 billion. The remaining nine were privately held companies or divisions thereof; their combined value was $3.8 billion. The latter groups included sales by three private equity groups. As to cross-border activity, 11 of the targets were foreign companies and 11 of the buyers were foreign-domiciled companies. The targeted business assets included branded and specialty pharmaceuticals, as well as OTC and generic pharmaceutical products and companies. Therapeutic areas included bladder disorders, gastrointestinal disorders, kidney disease, neurology and obesity, among others. Many deals involved whole companies but, as in the Biotechnology sector, others involved just the acquisition of rights or licenses to specific drugs or drug technology platforms.
The Health Care M&A Report, Third Quarter 2010 xxx
In the largest Pharmaceutical transaction of Q3:10, one worth as much as $1.37 billion, San Diego’s Arena Pharmaceuticals has struck an agreement with Japan’s Eisai Co. Ltd. to market and supply lorcaserin, a drug to treat obesity for patients who have at least one weight-related co-morbid condition. The agreement gives Eisai exclusive rights to sell lorcaserin in the United States; Arena will supply Eisai with the drug from its Swiss manufacturing facility. In the second largest deal, the private equity group Apax Partners is selling Qualitest Pharmaceuticals, the sixth-largest generic pharmaceutical company in the United States, to Endo Pharmaceutical Holdings for $1.2 billion in cash. This acquisition, valued at 3.0x revenue, diversifies the buyer’s lines of business while strengthening its position in the generics and pain medication markets. Apax first acquired Qualitest in 2007 and is now cashing out on its investment. In the third largest transaction of Q2:10, Australia’s Sigma Pharmaceuticals is selling its pharmaceutical division to South Africa’s Aspen Group for approximately $804.0 million. This division includes generic drugs, consumer health, OTC products, Herron painkillers, ethical products, medical products and a manufacturing business. This acquisition will give the buyer approximately one-quarter of Australia’s generic drug market. The first of these three transactions ranks among the top five transactions for the past 12 months, listed below. Note that three of the top five (the first, third and fourth) involve generic drugs. Five Largest Pharmaceutical Deals Of The Past 12 Months Value Quarter
1. Teva acquired Ratiopharm $5.0 billion Q1:10
2. Biovail acquired Valeant Pharmaceuticals $3.9 billion Q2:10
3. Abbott Laboratories acquired Piramal’s domestic formulations $3.7 billion Q2:10
4. Sanofi‐Aventis acquired Chattem $1.9 billion Q4:09
5. Eisai acquired rights to lorcaserin $1.4 billion Q3:10
The Health Care M&A Report, Third Quarter 2010 xxxi
Physician Medical Groups
Thirteen deals were announced in the Physician Medical Group sector during Q3:10, up 44% from the nine deals announced in both the previous quarter, Q2:10, and the year-ago quarter, Q3:09. The third quarter figure also represents 28% of the 47 deals announced in this sector during the past 12 months. The buyers in this market have tended to be specialized PPMs targeting specific medical group practices; within the past year, however, hospital systems have begun to re-enter the market as buyers. In seven of the deals in Q3:10, the buyer was a hospital; in five others, a PPM (in the one remaining deal, the buyer was a private equity firm). The third quarter saw transactions targeting cardiology (four), emergency medicine (one), family medicine (one), hospitalist (four), multispecialty (one), OB/GYN (one) and occupational medicine (one) practices. Combined, these practices represent more than 325 physicians.
9
13 12
9
13
0
4
8
12
16
Transactions
Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010
Quarter
Physician Medical Group Mergers & Acquisitions
Total Transactions By Quarter
Source: Irving Levin Associates, Inc.
Based on prices revealed to date, a total of $60.6 million was committed to fund the third quarter’s M&A activity. This amount represents approximately 14% of the $443.1 million that has been spent on Physician Medical Group transactions in the past 12 months.
Q3:09 Q4:09 Q1:10 Q2:10 Q3:10
$9.2 million $67.7 million $297.7 million $17.1 million $60.6 million
Dollars Spent On Physician Medical Group M&A, By Quarter
Eleven organizations announced a combined total of 13 deals. Three publicly traded corporations announced five deals, with IPC The Hospitalist announcing three of them. Four privately held companies and four not-for-profit organizations announced one deal each. The targeted practices involved the assets of 13 privately held companies. In the largest deal of the third quarter, publicly traded TeamHealth paid approximately $57.9 million to acquire Morningstar Emergency Physicians. Based in Oklahoma, Morningstar provides emergency physician services at 15 facilities in Oklahoma and Texas. The practice has over 150 physicians and clinicians, who generate 500,000 annual emergency department patient visits.
The Health Care M&A Report, Third Quarter 2010 xxxii
In the second largest deal, pediatric specialist PPM Mednax paid approximately $1.2 million to acquire a two-physician medical group specializing in pediatric cardiology in Laredo, Texas. Consideration was paid in cash; there is no contingent consideration. IPC The Hospitalist announced three acquisitions during the third quarter, paying a total of $1.5 million for the group. By apportioning the price among them according to the number of patient days generated by each practice, we derive an imputed price of $710,500 for Hospital Internists of Bristol in Connecticut, $434,200 for Ann Arbor Inhospital Physicians in Michigan and $355,300 for Austin Hospitalist Physicians, PA in Texas. Only the first of these three deals ranks among the top five deals of the past 12 months, as listed below. Five Largest Physician Medical Group Deals Of The Past 12 Months Value Quarter
1. Carle Foundation acquired Carle Clinic Association $250.0 million Q1:10
2. TeamHealth acquired Morningstar Emergency Physicians $57.9 million Q3:10
3. Community Health acquired Rockwood Clinic, P.S. $54.2 million Q4:09
4. Mednax acquired Maryland Perinatal Associates $16.9 million Q1:10
5. TeamHealth acquired Emergency Physicians of Naples $13.5 million Q4:09
The Health Care M&A Report, Third Quarter 2010 xxxiii
Rehabilitation
One transaction was announced in the Rehabilitation sector during the third quarter of 2010. This figure represents 8% of the 13 deals announced in this sector during the past 12 months.
6
2
4
10
2
4
6
Transactions
Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010
Quarter
Rehabilitation Merger & Acquisitions
Total Transactions By Quarter
Source: Irving Levin Associates, Inc.
A total of $23.6 million was committed to finance the third quarter’s lone deal. That amount represents 36% of the $65.8 million committed during the past 12 months to finance that period’s 13 deals.
Q3:09 Q4:09 Q1:10 Q2:10 Q3:10
— $15.5 million $9.0 million $17.7 million $23.6 million
Dollars Spent On Rehabilitation M&A, By Quarter
Publicly traded HealthSouth is paying $23.6 million to acquire Sugar Land Rehabilitation Hospital, a privately held, 50-bed inpatient rehabilitation hospital located in Texas. This acquisition, which gives the buyer its thirteenth facility in the Lone Star State, ranks among the top five transactions in the Rehabilitation sector for the past 12 months, listed below. The Largest Rehabilitation Deals Of The Past 12 Months Value Quarter
1. HealthSouth acquired Sugar Land Rehabilitation Hospital $23.6 million Q3:10
2. Healthcare Trust acquired Selection Rehabilitation Hospital $15.5 million Q4:09
3. HealthSouth acquired Desert Canyon Hospital $9.9 million Q2:10
4. U.S. Physical Therapy acquired a physical therapy practice $9.0 million Q1:10
5. Hanger acquired Nebraska orthotics and prosthetics practice $3.9 million Q2:10
The Health Care M&A Report, Third Quarter 2010 xxxiv
Other Twenty-three “Other” health care services mergers and acquisitions were announced in Q3:10, representing 26% of the 89 “Other” deals announced in this sector during the past 12 months. Transactions undertaken during the third quarter of 2010 variously targeted contract research organizations, institutional pharmacies, medical transport, outpatient surgery centers and staffing businesses, to name a few. A significant number of the businesses that are listed in what appears at first glance to be a catch-all category conduct their operations at sites alternative to, or perform services ancillary to, other providers who are thought to be more centrally positioned in the health care delivery system and thus more immediately linked with patients and consumers. Still other businesses in this category are relatively new entrants to the health care industry. Due to the novelty and behind-the-scenes nature of these businesses, which incidentally attract less public scrutiny and governmental regulation, entrepreneurs, including private equity firms, perceive more investment opportunities here than in some of the more mature and picked-over sectors of the health care industry. Further, many of the businesses included here appear to be more amenable to a retail model than, say, a physician medical group.
17
22
26
18
23
0
10
20
30
Transaction Volume
Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010
Quarter
ʺOtherʺ Mergers and Acquisitions
Total Transactions By Quarter
Source: Irving Levin Associates, Inc.
Based on revealed prices, a total of $10.5 billion was committed in Q3:10 to carry out these 23 deals. This amount represents approximately two-thirds of the $15.8 billion that has been committed during the past 12 months to pay for that period’s year’s 89 deals.
Q3:09 Q4:09 Q1:10 Q2:10 Q3:10
$389.2 million $735.3 million $1.9 billion $2.7 billion $10.5 billion
Dollars Spent On Other Services M&A, By Quarter
Twenty-one groups announced a combined total of 23 deals. Thirteen publicly traded corporations announced a combined total of 15 deals, with Emergency Medical Services and Omnicare announcing two apiece. Eight privately held companies announced one deal each. Conversely, the targets included seven publicly traded corporations or divisions thereof, 14 privately held companies and two not-for-profit organizations.
The Health Care M&A Report, Third Quarter 2010 xxxv
In the largest “Other” health care transaction of Q3:10, The Carlyle Group, a private equity firm, is paying $3.8 billion to acquire NBTY, a company that manufactures, markets and retails nutritional supplements, food products and personal care products. The transaction is worth approximately 1.4x revenue and 8.3x EBITDA. In the second largest “Other” deal of the third quarter, Reckitt Benckiser is paying $3.8 billion to buy SSL International, a consumer health company that makes Durex condoms and Scholl foot care products, among many other items. This acquisition, valued at 3.9x revenue, adds to the buyer’s own health and personal care business, which has been a primary growth driver for the company. And in Q3:10’s third largest deal, Bain Capital Equity Partners is paying approximately $1.0 billion to buy Air Medical Group, a provider of emergency air medical transport services that operates through three subsidiaries: Air Evac Lifeteam, Med-Trans Corporation and EagleMed. The sellers, Brockway Moran & Partners and MVP Capital Partners, are also private equity groups. All three transactions rank among the top five deals of the past 12 months, listed below. Note that four of the five deals involve a financial buyer. Five Largest Other Services Deals Of The Past 12 Months Value Quarter
1. Carlyle Group acquired NBTY $3.8 billion Q3:10
2. Reckitt Benckiser acquired SSL International $3.8 billion Q3:10
3. Triton acquired Ambea $1.2 billion Q1:10
4. Thomas H. Lee acquired inVentiv Health $1.1 billion Q2:10
5. Bain Capital acquired Air Medical Group $1.0 billion Q3:10
BEHAVIORAL HEALTH CARE
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The Health Care M&A Report, Third Quarter 2010
5
TARGET: ResCare, Inc. ACQUIRER: Onex Corp.
LISTING: NASDAQ; RSCR LISTING: TSX: OCX LOCATION: Louisville, Kentucky CEO: Gerald W. Schwartz PHONE: 416-362-7711 UNITS: 161 Bay Street, 49th Floor FAX: 416-362-5765 REVENUE: $1,570,000,000 Toronto, Ontario M5J 2S1 NET INCOME: $98,000,000 (EBITDA) WEB SITE: www.onex.com
ResCare provides residential, therapeutic and support services to the elderly and mentally disabled. On a trailing 12-month basis, it generated revenue of $1.57 billion, EBITDA of $98 million and a net loss of $11 million.
Onex is an industrial conglomerate based in Toronto. For the six months ended June 30, 2010, Onex generated revenue of C$11.8 billion and a net loss of C$4 million.
ANNOUNCEMENT DATE: August 16, 2010 PRICE: $390,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 0.25 PRICE/INCOME: 3.98
For the 75.1% it does not already own. $13.25 per share in cash.
In mid-August, Onex offered $12.60 per share, then raised the offer to $13.25 in early September. The $13.25 bid offers RSCR shareholders a 31% premium to its price on August 13, the last trading day before Onex made its initial bid. A definitive agreement was signed with Onex Partners III on September 7, 2010. A special committee of RSCR's independent directors has retained Goldman, Sachs & Co. as financial advisor. The deal includes a go-shop provision.
TARGET: The Ranch ACQUIRER: Elements Behavioral Health
LISTING: Private LISTING: Private LOCATION: Nunnelly, Tennessee CEO: David Sack PHONE: 562-741-6470 UNITS: 17785 Center Court Drive, Ste.
280 FAX:
REVENUE: Cerritos, California 90703 NET INCOME: WEB SITE: elementsbehavioralhealth.com
The Ranch is a multidisciplinary program that offers comprehensive treatment for alcohol and drug addiction, eating disorders, trauma and codependency. It is located on a working horse ranch.
Elements Behavioral Health bridges the gap between inpatient and outpatient behavioral health services.
ANNOUNCEMENT DATE: July 1, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition adds variety to the kinds of therapies that Elements Behavioral offers its clients, including equine-assisted therapy, challenge courses, Native American spirituality and wilderness experiences.
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The Health Care M&A Report, Third Quarter 2010
11
TARGET: Alnara Pharmaceuticals Inc.
ACQUIRER: Eli Lilly and Co.
LISTING: Private LISTING: NYSE: LLY LOCATION: Cambridge, Massachusetts CEO: John Lechleiter PHONE: 317-276-2000 UNITS: Lilly Corporate Center FAX: 317-276-3492 REVENUE: Indianapolis, Indiana 46285 NET INCOME: WEB SITE: www.lilly.com
Alnara Pharmaceuticals is a biotech that is developing protein therapeutics to treat metabolic diseases. Its lead candidate is liprotamase, a pancreatic enzyme replacement therapy.
Eli Lilly and Co. is engaged in the discovery, development, manufacture and sale of pharmaceutical products. On a trailing 12-month basis, LLY generated revenue of $22.3 billion, EBITDA of $7.6 billion and net income $4.3 billion.
ANNOUNCEMENT DATE: July 2, 2010 PRICE: $291,700,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$188.7 million in upfront payments. Additional regulatory and commercial milestone payments.
This acquisition gives the buyer a potential treatment involving enzyme replacement for exocrine pancreatic insufficiency, a condition that is associated with cystic fibrosis. J.P. Morgan Securities provided Alnara with financial advice on this deal.
TARGET: Antibody-drug conjugate collaboration
ACQUIRER: Genmab A/S
LISTING: NASDAQ: SGEN LISTING: OMX: GEN LOCATION: Bothell, Washington CEO: Jan van der Winkel PHONE: 45 7020 2728 UNITS: Toldbodgade 33 FAX: 45 7020 2729 REVENUE: Copenhagen, Denmark DK-1253 NET INCOME: WEB SITE: www.genmab.com
Seattle Genetics is entering into an agreement to collaborate on its antibody-drug conjugate (ADC) research program.
Genmab is a biotech company focused on developing antibodies for the treatment of cancer, infectious disease and other conditions. For the first half of 2010, it generated revenue of $46 million.
ANNOUNCEMENT DATE: September 14,2010 PRICE: $12,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$12.0 million in upfront payment. Right to option drugs for co-development.
Under terms of the deal, GEN has rights to utilize SGEN's ADC technology with its HuMax-TF antibody targeting the tissue factor antigen, which is expressed on numerous types of solid tumors. This deal will advance GEN's programs in cancer therapeutics with a new platform. GEN is responsible for research, manufacturing, preclinical development and phase 1 clinical trials of the ADCs; if SGEN opts into an ADC product at the end of phase 1, both companies will share all future costs and profits on a 50-50 basis.
The Health Care M&A Report, Third Quarter 2010
12
TARGET: Cancer drug discovery
agreement ACQUIRER: Eli Lilly and Co.
LISTING: Private LISTING: NYSE: LLY LOCATION: Georgetown, Texas CEO: John Lechleiter PHONE: 317-276-2000 UNITS: Lilly Corporate Center FAX: 317-276-3492 REVENUE: Indianapolis, Indiana 46285 NET INCOME: WEB SITE: www.lilly.com
Molecular Templates is entering into a drug discovery and research agreement.
Eli Lilly and Co. is engaged in the discovery, development, manufacture and sale of pharmaceutical products. On a trailing 12-month basis, LLY generated revenue of $22.3 billion, EBITDA of $7.6 billion and net income $4.3 billion.
ANNOUNCEMENT DATE: July 6, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Upfront, milestone and royalty payments if any of the engineered toxin bodies are selected for further development and commercialization.
This deal is being conducted with LLY subsidiary ImClone Systems. Under terms of the agreement, Molecular Templates is to identify toxin bodies against an undisclosed cancer target and ImClone will conduct preclinical studies using the engineered toxins to evaluate their potential. The parties have the option to continue their collaboration following the preclinical evaluation.
TARGET: Carbetocin therapy for autism
ACQUIRER: Cypress Biosciences, Inc.
LISTING: NASDAQ: MRNA LISTING: NASDAQ: CYPB LOCATION: Bothell, Washington CEO: Jay D. Kranzler PHONE: 858-452-2323 UNITS: 4350 Executive Drive FAX: 858-452-1222 REVENUE: San Diego, California 92121 NET INCOME: WEB SITE: www.cypressbio.com
Marina Biotech is selling the patent rights and technology to an intranasal formulation of carbetocin, a potential treatment for the core systems of autism.
Cypress Bioscience provides products for the treatment of functional somatic syndromes and other central nervous system disorders. On a trailing 12-month basis, CYPB generated revenue of $31 million and a net loss of $17 million.
ANNOUNCEMENT DATE: August 26, 2010 PRICE: $27,750,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$750,000 in cash upfront; $27 million in potential milestone payments. Single-digit royalties on commercial sales, if any.
The acquisition strengthens the buyer's CNS pipeline; phase 1 studies have been completed for this formulation. Carbetocin is a synthetic form of the endogenous hormone, oxytocin, modified for greater serum half-life.
The Health Care M&A Report, Third Quarter 2010
13
TARGET: Carfilzomib drug deal ACQUIRER: Ono Pharmaceutical Co., Ltd.
LISTING: NASDAQ: ONXX LISTING: T: 4528 LOCATION: Emeryville, California CEO: Gyo Sagara PHONE: 06-6263-5670 UNITS: 8-2, Kyutaromachi 1-chome,
Chuo-ku FAX:
REVENUE: Osaka, Japan 541-8564 NET INCOME: WEB SITE: www.ono.co.jp
Onyx Pharmaceuticals is entering into a deal to develop and commercialize two compounds from ONXX's proteasome inhibitor program and ONX 0912. The deal covers exclusive rights for all oncology indications in Japan.
Ono Pharmaceuticals is a pharmaceutical company focused on the discovery and development of drugs for unmet medical needs. For 2008, it generated revenue of $1.5 billion and net income of $350 million.
ANNOUNCEMENT DATE: September 8, 2010 PRICE: $339,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$59 million in an upfront payment. Up to $280 million in development and sales-related payments. Royalties.
This deal gives the buyer access to carfilzomib, a proteasome inhibitor currently being evaluated in multiple clinical trials for treating multiple myeloma and other cancers.
TARGET: Clinical stage cancer vaccine
ACQUIRER: Immunovaccine, Inc.
LISTING: DE: MRCG LISTING: TSX: IMV LOCATION: Darmstadt, Germany CEO: Randal Chase PHONE: 902-492-1819 UNITS: 1819 Granville Street, Suite 303 FAX: 902-492-0888 REVENUE: Halifax, Nova Scotia B3J 3R1 NET INCOME: WEB SITE: www.imvaccine.com
Merck KGaA is licensing EMD 640744, an investigational therapeutic survivin-based cancer vaccine designed to target multiple solid tumors and hematological malignancies.
Immunovaccine is a vaccine enhancement company, whose novel technology may aid in developing new vaccines for therapeutic cancer applications and preventative infectious disease vaccines.
ANNOUNCEMENT DATE: July 12, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Success-based milestones. Royalties as a percentage of product sales.
This agreement gives IMV a vaccine candidate that is in phase 1 studies; the company will use its proprietary DepoVax delivery system to formulate the survivin-based vaccine. Survivin is a tumor-associated antigen that is over-expressed in such common cancers as melanoma, pancreatic, colorectal and multiple myeloma.
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TARGET: Crucell NV ACQUIRER: Johnson & Johnson, Inc.
LISTING: NASDAQ: CRXL LISTING: NYSE: JNJ LOCATION: Leiden, Netherlands CEO: William Weldon PHONE: 732-524-0400 UNITS: One Johnson & Johnson Plaza FAX: 732-214-0332 REVENUE: $500,000,000 New Brunswick, New Jersey 8933 NET INCOME: $83,000,000 (EBITDA) WEB SITE: www.jnj.com
Crucell is engaged in the discovery, development and manufacture of vaccines. On a trailing 12-month basis, CRXL generated revenue of $500 million, EBITDA of $83 million and net income of $44 million.
Johnson & Johnson manufactures and markets a broad range of products in the health care field. On a trailing 12-month basis, JNJ generated revenue of $63 billion, EBITDA of $19.7 billion and net income of $13.5 billion.
ANNOUNCEMENT DATE: September 17, 2010 PRICE: $2,290,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 4.58 PRICE/INCOME: 27.59
For the 80.1% share it does not already own. Eur 24.75 per share.
This bid offers Crucell shareholders a 17.9% premium over the stock's prior-day price. On news of the offer, the stock price jumped over 50%, suggesting the price might be adjusted higher. This deal would extend JNJ's biotechnology business by giving it a large vaccine franchise, which would also complement its infectious disease business.
TARGET: Cypress Bioscience, Inc. ACQUIRER: Ramius, LLC
LISTING: OTCBB: CYPB LISTING: Private LOCATION: San Diego, California CEO: Jeffrey C. Smith PHONE: 212-845-7900 UNITS: 599 Lexington Ave., 20th Floor FAX: REVENUE: $27,600,000 New York, New York 10022 NET INCOME: WEB SITE: www.ramius.com
Cypress Bioscience provides therapeutics and personalized medicine services. On a trailing 12-month basis, CYPB generated revenue of $27.6 million and a net loss of $23.7 million.
Ramius is a hedge fund. It is the global alternative investment management business of Cowen Group, Inc., and offers a broad range of alternative investment vehicles.
ANNOUNCEMENT DATE: July 19, 2010 PRICE: $163,625,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: 5.93 PRICE/INCOME:
$4.25 per share in cash. For the 90.1% it does not already own.
his bid offers shareholders a 70% premium to the stock's price before Ramius made its initial bid of $4.00 per share. Ramius' bid is motivated by the desire to have CYPB realize maximum benefits for shareholders. Ramius is also willing to consider an acquisition structure that would allow CYPB management to continue the development of the recently acquired BL-1020 (from Israel's BiolineRx) if they are able to fund the required financing for the phase 2b trial themselves or from a third party financing source.
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TARGET: Dengue fever vaccine
research unit ACQUIRER: Merck & Co., Inc.
LISTING: Private LISTING: NYSE: MRK LOCATION: Aiea, Hawaii CEO: Richard T. Clark PHONE: 908-423-1000 UNITS: One Merck Drive FAX: 908-735-8787 REVENUE: Whitehouse Station, New Jersey 8889 NET INCOME: WEB SITE: www.merck.com
Hawaii Biotech is selling its dengue fever research vaccine unit. Hawaii Biotech is planning to start a phase 1 human clinical study of its tetravalent dengue vaccine later in 2010.
Merck is a pharmaceutical company that also provides pharmaceutical benefit services. On a trailing 12-month basis, MRK generated revenue of $33.5 billion, EBITDA of $9.4 billion and net income of $11.7 billion.
ANNOUNCEMENT DATE: July 21, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
In bankruptcy proceedings.
Hawaii Biotech filed for reorganization under Chapter 11 in December 2009. This sale will give it capital to help the company emerge from bankruptcy. This acquisition extends MRK's vaccine candidate portfolio.
TARGET: DeveloGen AG ACQUIRER: Evotec AG
LISTING: Private LISTING: FSX: EVT LOCATION: Gottingen, Germany CEO: Werner Lanthaler PHONE: 49 405 60 81-0 UNITS: Schnackenburgallee 114 FAX: 49 405 60 81-222 REVENUE: Hamburg, Germany 22525 NET INCOME: WEB SITE: www.evotec.com
DeveloGen is a biopharma engaged in the discovery of novel therapeutic approaches to the treatment of metabolic and endocrine disorders.
Evotec is engaged in the discovery and development of novel small molecule drugs, particularly for CNS diseases. For 2009, EVT generated revenue of Eur 43.7 million and a net loss of Eur 45.5 million.
ANNOUNCEMENT DATE: July 14, 2010 PRICE: $18,200,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Eur 14 million in stock. Cash earnout.
This acquisition provides the buyer with key metabolic disease know-how and complementary drug discovery expertise. Among DeveloGen's assets are a discovery alliance with Boehringer Ingelheim and a development partnership with Andromeda, both involving the treatment of diabetes.
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TARGET: Fipamezole pact ACQUIRER: Ipsen, SA
LISTING: SIX: SANN LISTING: PA: IPN LOCATION: Liestal, Switzerland CEO: Jean-Luc Belingard PHONE: 3301 15833 5000 UNITS: 65 quai Georges Gorse FAX: 3301 15833 5001 REVENUE: Boulogne-Billancourt, France 92100 NET INCOME: WEB SITE: www.ipsen.com
Santhera Pharmaceuticals is granting a license for the development and commercialization of fipamezole for territories outside North America and Japan. The drug is being investigated for levodopa-induced dyskinesia in Parkinson's disease.
Ipsen in a specialty biotechnology firm. It generates in excess of Eur 1 billion in annual revenue.
ANNOUNCEMENT DATE: September 3, 2010 PRICE: $181,300,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Upfront payment of Eur 13 million. Up to Eur 128 million in development, regulatory and sales milestones. Royalties on future net sales.
This license enriches Ipsen's pipeline with a first-in-class compound to treat L-dopa-induced dyskinesia. In a similar agreement undertaken in August 2009, Santhera outlicensed development rights to the drug in Canada and the U.S. to Biovail Corp.
TARGET: FoldRx Pharmaceuticals, Inc.
ACQUIRER: Pfizer, Inc.
LISTING: Private LISTING: NYSE: PFE LOCATION: Cambridge, Massachusetts CEO: Jeffrey B. Kindler PHONE: 212-573-2323 UNITS: 235 East 42nd Street FAX: 212-573-7851 REVENUE: New York, New York 10017 NET INCOME: WEB SITE: www.pfizer.com
FoldRx is a drug discovery and clinical development company. Its portfolio includes programs to treat diseases caused by protein misfolding.
Pfizer is the world's largest manufacturer of pharmaceuticals. On a trailing 12-month basis, PFE generated revenue of $45.8 billion, EBITDA of $21.3 billion and net income of $8.1 billion.
ANNOUNCEMENT DATE: September 1, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Upfront payment. Contingent payments if certain milestones are achieved.
This acquisition gives PFE access to a new technology for treating a variety of diseases. FoldRx's tafamidis drug for the treatment of TTR amyloid polyneuropathy would provide the first nonsurgical alternative to treatment of this disease (which currently requires a liver transplant). The target also has early programs for cystic fibrosis, Parkinson's disease and Huntington's disease. Jefferies & Co. provided PFE with financial advice on this deal; Goldman Sachs provided FoldRx with similar advice.
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TARGET: Genzyme Corporation ACQUIRER: Sanofi-Aventis SA
LISTING: NASDAQ: GENZ LISTING: NYSE: SNY LOCATION: Cambridge, Massachusetts CEO: Chris Viehbacher PHONE: 33 1 53 77 40 00 UNITS: 174, avenue de France FAX: 33 1 53 77 42 4622 REVENUE: $4,300,000,000 Paris, France 75635 NET INCOME: $682,000,000 (EBITDA) WEB SITE: www.sanofi-aventis.com
Genzyme focuses on rare genetic disease disorders, renal diseases, orthopedics, cancers, among others. On a trailing 12-month basis, it generated revenue of $4.3 billion, EBITDA of $682 million and a net loss of $79 million.
Sanofi-Aventis is a pharmaceutical firm engaged primarily in the prescription drug market. It is the world's third largest pharma company. On a trailing 12-month basis, it generated revenue of $38.5 billion, EBITDA of $14.9 billion and net income of $6.7
ANNOUNCEMENT DATE: August 29, 2010 PRICE: $18,500,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 4.3 PRICE/INCOME: 27.13
$69.00 per share.
SNY's bid offers a 38% premium to GENZ's price on July 1, the day before rumors emerged about SNY's interest in the company. This deal would help to replenish the revenue which SNY is losing from certain of its proprietary drugs going off patent. GENZ appears reluctant to consider the bid at this price.
TARGET: Innogenetics NV ACQUIRER: Miraca Holdings, Inc.
LISTING: NYSE: ABT LISTING: T: 4544 LOCATION: Ghent, Belgium CEO: Hiromasa Suzuki PHONE: 81-3-5909-3335 UNITS: 1-24-1 Nishishinjuku FAX: 81-3-5909-3336 REVENUE: Tokyo, Japan 160-0023 NET INCOME: WEB SITE: www.miraca-holdings.co.jp
Abbott Laboratories is selling its Innogenetics unit, which is involved in in vitro diagnostics.
Miraca operates in two segments: in vitro diagnostics and clinical laboratory services. For the year ended March 31, 2010, Miraca generating revenue of Yen 149.1 billion and net income of Yen 11.6 billion.
ANNOUNCEMENT DATE: July 20, 2010 PRICE: $111,300,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Yen 9.7 billion.
Miraca's Fujirebio Holdings unit is making this acquisition. It combines Innogenetics' Europe-centered sales network with Fujirebio's Japanese business, expanding the buyer's presence in Europe. Abbott acquired Innogenetics when it bought Solvay Pharmaceuticals; Solvay acquired Innogenetics in 2008.
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TARGET: Kidney drug deal ACQUIRER: Novartis AG
LISTING: Private LISTING: NYSE: NVS LOCATION: Fremont, California CEO: Joseph Jimenez PHONE: 41 61 324 1111 UNITS: 11 Lichtstrasse FAX: 41 61 324 8001 REVENUE: Basel, Switzerland CH-4002 NET INCOME: WEB SITE: www.novartis.com
Quark Pharma, which develops RNAi drugs, is licensing its experimental drug, QPI-1002, for the prevention of acute kidney injury during cardiovascular or transplant surgery.
Novartis is engaged in sales and product innovation in pharmaceuticals, generics, consumer health and eye care, as well as animal health. On a trailing 12-month basis, NVS generated revenue of $42 billion, EBITDA of $11.5 billion and net income of $7.6 billion.
ANNOUNCEMENT DATE: August 18, 2010 PRICE: $680,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$10 million upfront. Up to $670 million in milestone payments, based on development achievements.
This acquisition expands NVS's portfolio of biotech drug candidates. The drug is in mid-stage trials. This is Quark's second major partnership with a big pharma company; in 2006, it partnered with Pfizer on an eye drug.
TARGET: License for nerve disease drug
ACQUIRER: Biogen Idec, Inc.
LISTING: Private LISTING: NASDAQ: BIIB LOCATION: Pittsburgh, Pennsylvania CEO: James Mullen PHONE: 617-679-2000 UNITS: 14 Cambridge Center FAX: 617-679-2617 REVENUE: Cambridge, Massachusetts 2142 NET INCOME: WEB SITE: www.idecpharm.com
Knopp Neuroscience is granting a license to develop and commercialize KNS-760704, an experimental drug for amyotrphic lateral sclerosis, or Lou Gehrig's disease.
Biogen Idec develops, manufactures and commercializes novel therapies for a variety of diseases. On a trailing 12-month basis, BIIB generated revenue of $4.6 billion, EBITDA of $1.9 billion and net income of $1.1 billion.
ANNOUNCEMENT DATE: August 18, 2010 PRICE: $345,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$20 million in an upfront payment. BIIB to purchase $60 million in Knopp stock. Up to $265 million in regulatory and sales milestones. Tiered, double-digit royalties on worldwide sales.
This deal enlarges BIIB's pipeline of CNS drugs. The drug candidate has received orphan drug status from the US FDA. It has completed phase 2 studies; BIIB expects to begin phase 3 studies in early 2011.
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TARGET: License for pepducin technology
ACQUIRER: Johnson & Johnson, Inc.
LISTING: NASDAQ: CRXL LISTING: NYSE: JNJ LOCATION: Cambridge, Massachusetts CEO: William Weldon PHONE: 732-524-0400 UNITS: One Johnson & Johnson Plaza FAX: 732-214-0332 REVENUE: New Brunswick, New Jersey 8933 NET INCOME: WEB SITE: www.jnj.com
Anchor Therapeutics is entering into a collaboration and license agreement to develop G protein coupled receptor (GPCR)-targeted therapeutic compounds utilizing Anchor's proprietary pepducin technology.
Johnson & Johnson manufactures and markets a broad range of products in the health care field. On a trailing 12-month basis, JNJ generated revenue of $63 billion, EBITDA of $19.7 billion and net income of $13.5 billion.
ANNOUNCEMENT DATE: September, 9, 2010 PRICE: $480,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Upfront payment. Development and regulatory milestone payments.
Under terms of this agreement, Anchor and JNJ's Ortho-McNeil-Janssen Pharmaceuticals unit are to work jointly to discover and optimize preclinical development candidates against GPCR targets in oncology and metabolic disorders.
TARGET: License for rFSH ACQUIRER: Watson Pharmaceuticals, Inc.
LISTING: Private LISTING: NYSE: WPI LOCATION: San Mateo, California CEO: Paul M. Bisaro PHONE: 951-493-5300 UNITS: 311 Bonnie Circle FAX: 951-270-1096 REVENUE: Corona, California 92880 NET INCOME: WEB SITE: www.watsonpharm.com
Itero Biopharmaceuticals is granting a license to develop and commercialize its recombinant follicle stimulating hormone (rFSH), a product in preclinical development as a biosimilar for treating female infertility.
Watson Pharmaceuticals develops, produces, markets and distributes branded and off-patent pharmaceutical products. On a trailing 12-month basis, WPI generated revenue of $2.98 billion, EBITDA of $683 million and net income of $243 million.
ANNOUNCEMENT DATE: July 15, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Licensing fee. Development and regulatory milestone payments. Royalties on sales of products.
This acquisition extends Watson's female health franchise, giving it an additional product candidate for the treatment of female fertility. The collaboration plans to capitalize on WPI's Eden Biodesign group.
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TARGET: License for Velocimmune
antibody technology ACQUIRER: Astellas Pharma, Inc.
LISTING: NASDAQ: REGN LISTING: T: 4503 LOCATION: Tarrytown, New York CEO: Toichi Takenaka PHONE: UNITS: 3-11, Nihonbashi-Honcho 2-
chome FAX:
REVENUE: Tokyo, Japan 103-8411 NET INCOME: WEB SITE: www.astellas.com
Regeneron Pharmaceuticals is licensing its Velocimmune technology for discovering human monoclonal antibodies.
Astellas Pharma is Japan's second-largest drug manufacturer. For the 12 months ended March 31, 2009, Astellas generated revenue of $9.9 billion and net income of $1.7 billion.
ANNOUNCEMENT DATE: July 28, 2010 PRICE: $295,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$165 million in an upfront payment; $130 million to be paid in June 2018.
This agreement supersedes an earlier licensing deal, worth up to $120 million in a $20.0 million in upfront payment and up to five additional annual payments of $20.0 million. Under the new deal, Astellas will not have to make yearly payments, but make a lump-sum payment at the end of the term. Upon commercialization of any antibody products discovered using VelocImmune, Astellas will pay REGN a mid-single-digit royalty on product sales.
TARGET: Marketing license for vaccines
ACQUIRER: Sinopharm Group Co. Ltd.
LISTING: NYSE: MRK LISTING: HK: 1099 LOCATION: Whitehouse Station, New Jersey CEO: PHONE: UNITS: No.20 Zhichun Road FAX: 86-10-62033352 REVENUE: Beijing, China 100088 NET INCOME: WEB SITE: www.sinopharm.com
Merck & Co. is licensing the marketing rights in China for its cervical cancer and other vaccines.
Sinopharm is China's largest pharmaceutical and health industrial group under State-Owned Assets Supervision and Administration Commission of the State Council.
ANNOUNCEMENT DATE: July 25, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This deal extends MRK's presence in China. It is part of the company's strategy to enlarge the proportion of revenue it derives from emerging markets. While the company currently gets 17% of its revenue from these markets, it hopes by 2013 to get 25%.
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TARGET: Muscle therapeutics deal ACQUIRER: Shire plc
LISTING: Private LISTING: NASDAQ: SHPGY LOCATION: Cambridge, Massachusetts CEO: Angus Russell PHONE: 353 1 429 7700 UNITS: 5 Riverwalk FAX: REVENUE: Dublin, Ireland 24 NET INCOME: WEB SITE: www.shire.com
Acceleron Pharma is entering into a deal to develop and commercialize a class of ActRIIB molecules, including ACE-031, currently in phase 2 trials to treat patients with Duchenne muscular dystrophy.
Shire researches, develops, manufactures, sells and distributes pharmaceutical products. On a trailing 12-month basis, it generated revenue of $3.2 billion, EBITDA of $1.1 billion and net income of $560 million.
ANNOUNCEMENT DATE: September 9, 2010 PRICE: $498,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$45 million in cash upfront. Up to $165 million in development, regulatory and sales milestones for ACE-031. Up to $288 million for other indications and molecules. Royalties on product sales.
Under terms of the deal, SHPGY will receive an exclusive license to Acceleron's ActRIIB molecules in markets outside North America, while Acceleron will retain all commercial rights in North America. This class of molecules holds the potential to be used in other muscular and neuromuscular disorders.
TARGET: Neurodegeneration drug deal
ACQUIRER: Roche Holding AG
LISTING: Private LISTING: VX: ROG LOCATION: Leuven, Belgium CEO: Severin Schwan PHONE: 41-61-688-1111 UNITS: Grenzacherstrasse 124 FAX: 41-61-691-9391 REVENUE: Basel, Switzerland CH-4070 NET INCOME: WEB SITE: www.roche.com
reMYND is forging an agreement to develop novel therapeutics to slow neurodegeneration in Parkinson's and Alzheimer's patients by inhibiting alpha-synuclein and tau toxicity.
Roche Holding AG is a global pharmaceutical company, with pharmaceuticals and diagnostic divisions. For the six months ended June 30, 2010, Roche generated revenue of CHF 24.6 billion and net income of CHF 5.6 billion.
ANNOUNCEMENT DATE: September 7, 2010 PRICE: $637,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Eur 500 million in milestone payments. Additional FTE payments. Royalties on sales potentially reaching double-digit levels.
This deal enlarges Roche's pipeline for drug candidates that treat neurodegeneration in diseases such as Parkinson's and Alzheimer's.
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TARGET: Pancreatic cancer drug deal ACQUIRER: Ono Pharmaceutical Co., Ltd.
LISTING: Private LISTING: T: 4528 LOCATION: Fort Lauderdale, Florida CEO: Gyo Sagara PHONE: UNITS: 8-2, Kyutaromachi 1-chome,
Chuo-ku FAX:
REVENUE: Osaka, Japan 541-8564 NET INCOME: WEB SITE: www.ono.co.jp
Concordia Pharmaceuticals is entering into an agreement to license the exclusive rights to a new pancreatic cancer drug, salirasib, in Japan.
Ono Pharmaceuticals is a pharmaceutical company focused on the discovery and development of drugs for unmet medical needs. For 2008, it generated revenue of $1.5 billion and net income of $350 million.
ANNOUNCEMENT DATE: September 1, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Upfront payment at closing. Development milestones. Royalties.
This deal gives the buyer access to a novel approach for the treatment of pancreatic cancer. Salirasib inhibits overactive cell proliferation due to mutation of Ras protein, and is expected to demonstrate antitumor effect.
TARGET: Rights to Contrave weight loss drug
ACQUIRER: Takeda Pharmaceutical Co. Ltd.
LISTING: NASDAQ: OREX LISTING: T: 4502 LOCATION: San Diego, California CEO: Yasuchika Hasegawa PHONE: 816 6204-21111 UNITS: 1-1 Doshomachi 4-chome,
Chuo-ku FAX: 81 6 6204-2880
REVENUE: Osaka, Japan 540-8645 NET INCOME: WEB SITE: www.takeda.com
Orexigen Therapeutics is entering into a partnership to develop and commercialize Contrave, an investigational drug for the treatment of obesity.
Takeda Pharmaceutical is a pharmaceutical company. Takeda generates annual revenue of approximately $13.4 billion and net income of $4.1 billion.
ANNOUNCEMENT DATE: September 2, 2010 PRICE: $1,050,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$50 million in upfront payment. Up to $1 billion in milestone payments. Tiered double-digit royalties on net sales in the stipulated territories.
Takeda is entering into this deal about four months before the U.S. FDA rules on the drug. The partnership gives Takeda exclusive marketing rights in the U.S., Canada and Mexico while OREX retains the right to co-promote the drug in the U.S.
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TARGET: Rights to JX-594 for solid
tumors ACQUIRER: Transgene
LISTING: Private LISTING: Euronext: FR0005175080 LOCATION: San Francisco, California CEO: Philippe Archinard PHONE: 330 3 88 27 91 00 UNITS: Boulevard Gonthier
dÆAndernach FAX: 330 3 88 27 91 11
REVENUE: Illkirch, France 67405 NET INCOME: WEB SITE: www.transgene.fr
Jennerex is granting rights to develop and commercialize JX-594 for the treatment of solid tumors. This deal covers Europe, the CIS and the Middle East.
A member of the Institut Merieux Group, Transgene is focused on therapeutic vaccines and immunotherapeutic products in oncology and infectious disease.
ANNOUNCEMENT DATE: September 8, 2010 PRICE: $116,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Upfront equity investment in Jennerex. Up to $116 million in development and registration milestones. Double-digit royalties on a tiered structure.
JX-594 is Jennerex's lead cancer biotherapeutic product; it has shown anticancer activity and a well tolerated safety profile in phase 1 and 2 clinical trials. Objective tumor response has been demonstrated in a variety of cancers, including liver, colon, kidney, lung and melanoma.
TARGET: Rights to oral inhibitors ACQUIRER: Infinity Pharmaceuticals, Inc.
LISTING: Private LISTING: NASDAQ: INFI LOCATION: La Jolla, California CEO: Adelene Q. Perkins PHONE: 617-453-1000 UNITS: 780 Memorial Drive FAX: 617-453-1001 REVENUE: Cambridge, Massachusetts 2139 NET INCOME: WEB SITE: www.infi.com
Intellikine is granting global development and commercialization rights for its portfolio of inhibitors of the delta and gamma isoforms of phosphoinisitide-3-kinase. They are indicated for the treatment of inflammatory diseases.
Infinity Pharmaceuticals discovers and develops medicines for treating cancer and related conditions. On a trailing 12-month basis, INFI generated revenue of $56 million and a net loss of $36.9 million.
ANNOUNCEMENT DATE: July 8, 2010 PRICE: $488,500,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$13.5 million in initial license payments; up to $25 million in success-related milestones for two product candidates; up to $450 million in commercialization milestones for two product candidates. Royalties on sales.
The portfolio includes INK1197, an orally available inhibitor of PI3K for which clinical development in inflammatory diseases is expected to begin in 2011. For products directed to oncology indications, Intellikine has the option at the end of phase 2 clinical development and on payment of an option fee to convert its royalty interest in U.S. sales into the rights to share in 50% of the profits and losses on U.S. development and commercialization.
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TARGET: RNA delivery assets ACQUIRER: Marina Biotech, Inc.
LISTING: Private LISTING: NASDAQ: MRNAD LOCATION: Halle, Germany CEO: J. Michael French PHONE: 425-908-3600 UNITS: 3830 Monte Villa Parkway FAX: 425-908-3650 REVENUE: Bothell, Washington 98021 NET INCOME: WEB SITE: www.marinabio.com
Novosom AG is selling the intellectual property for its Smartparticles liposomal-based delivery system.
Marina Biotech, fka MDRNA, discovers, develops and commercializes therapeutic products based on RNA interference (RNAi). On a trailing 12-month basis, it generated revenue of $765,000 and a net loss of $24.8 million.
ANNOUNCEMENT DATE: July 28, 2010 PRICE: $5,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
All-stock transaction.
This acquisition expands the buyer's intellectual property estate with the addition of a complementary RNA delivery system. The Novosom assets include 42 issued or allowed patents and 31 pending patent applications. Smartparticles are designed to ensure the stable passage through the blood stream and the release of the nucleic acid payload within the target cell where it can engage the RNA interference pathway and exert its therapeutic effect. Canaccord Genuity provided Marina with financial advice on this deal; Ferghana Partners Group provided Novosom with similar advice.
TARGET: Sabcomeline ACQUIRER: BrainCells, Inc.
LISTING: AIM: PRX LISTING: Private LOCATION: London, England CEO: Jim Schoeneck PHONE: 858-812-7700 UNITS: 3565 General Atomics Court FAX: 858-812-7630 REVENUE: San Diego, California 92121 NET INCOME: WEB SITE: www.braincellsinc.com
Proximagen Group plc is selling sabcomeline, a clinical-stage muscarinic partial agonist that has potential in treating various psychiatric and neurologic disorders.
BrainCells is a drug discovery and development company that applies its human neural stem cell platform technology to new therapeutics for CNS diseases.
ANNOUNCEMENT DATE: August 8, 2010 PRICE: $51,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Upfront fee; development and sales milestone payments. Royalties on sales.
This deal gives the buyer an agent with a new mechanism of action for treating CNS diseases. The target compound has been studied in six phase 3 efficacy studies in Alzheimer's disease and two phase 2 efficacy studies in schizophrenia. BrainCells hopes to initiate a phase 2 trial for patients with major depressive disorder.
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TARGET: Solstice Neurosciences, Inc. ACQUIRER: US WorldMeds, inc.
LISTING: Private LISTING: Private LOCATION: Malvern, Pennsylvania CEO: P. Breckinridge Jones PHONE: 502-714-7800 UNITS: 4010 Dupont Circle, Suite L-07 FAX: 502-714-7900 REVENUE: Louisville, Kentucky 40207 NET INCOME: WEB SITE: www.usworldmeds.com
Solstice Neurosciences is a specialty biopharma. Its lead product, Myobloc injection solution, is indicated for the treatment of adults with cervical dystonia to reduce abnormal head position and neck pain.
US WorldMeds is a specialty pharma company. Products include treatments for malignant hyperthermia and acute opiate withdrawal symptoms.
ANNOUNCEMENT DATE: August 16, 2010 PRICE: $35,700,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Merger
The combined company is to be based in Louisville. It will have an expanded portfolio and greater resources for growth than either of the component companies had on their own. MTS Securities, LLC served as advisor to Solstice in this transaction.
TARGET: Stapled peptides drug deal ACQUIRER: Roche Holding AG
LISTING: Private LISTING: VX: ROG LOCATION: Cambridge, Massachusetts CEO: Severin Schwan PHONE: 41-61-688-1111 UNITS: Grenzacherstrasse 124 FAX: 41-61-691-9391 REVENUE: Basel, Switzerland CH-4070 NET INCOME: WEB SITE: www.roche.com
Aileron Therapeutics is entering into a deal for its use of stabilized stapled peptides, a small protein, to access a new way of targeting diseases. Aileron has a preclinical pipeline focusing on cancer, infectious disease, metabolic disease and inflammatory disease.
Roche Holding AG is a global pharmaceutical company, with pharmaceuticals and diagnostic divisions. For the six months ended June 30, 2010, Roche generated revenue of CHF 24.6 billion and net income of CHF 5.6 billion.
ANNOUNCEMENT DATE: August 21, 2010 PRICE: $1,125,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Upfront payment of $25 million. Up to $1.1 billion in payments if drug candidates are successfully developed against five targets.
This acquisition gives Roche access to a delivery technology that makes it easier for a drug to penetrate a cell. Roche will be selecting targets from the therapeutic areas of oncology, virology, inflammation, metabolism and central nervous system.
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TARGET: Trubion Pharmaceuticals, Inc.
ACQUIRER: Emergent BioSolutions, Inc.
LISTING: NASDAQ: TRBN LISTING: NYSE: EBS LOCATION: Seattle, Washington CEO: Fuad El-Hibri PHONE: 301-795-1800 UNITS: 2273 Research Blvd., Suite 400 FAX: 301-795-1899 REVENUE: $20,900,000 Rockville, Maryland 20850 NET INCOME: WEB SITE: www.emergentbiosolutions.com
Trubion Pharmaceuticals, a biopharma, develops protein therapeutic product candidates to treat autoimmune and inflammatory diseases and cancer. On a trailing 12-month basis, it generated revenue of $20.9 million and a net loss of $23.3 million.
Emergent BioSolutions is a biopharma focused on developing, manufacturing and commercializing immunobiotics for commercial and biodefense purposes. On a trailing 12-month basis, EBS generated revenue of $206 million, EBITDA of $29 million and net income of $18 million.
ANNOUNCEMENT DATE: August 12, 2010 PRICE: $135,500,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 6.48 PRICE/INCOME:
Upfront payment of $96.8 million consisting of $1.365 in cash and 0.1641 shares of EBS common stock. Milestone payments of up to $38.7 million.
The upfront payment values TRBN at $4.55 per share and so offers shareholders a 52% premium to the stock's prior-day price. This acquisition expands the buyer's product pipeline into oncology and autoimmune diseases. EBS also inherits TRBN's partnerships with Pfizer on arthritis and lupus and with Abbott on leukemia and lymphoma.
TARGET: VaxDesign ACQUIRER: Sanofi-Aventis SA
LISTING: Private LISTING: NYSE: SNY LOCATION: Orlando, Florida CEO: Chris Viehbacher PHONE: 33 1 53 77 40 00 UNITS: 174, avenue de France FAX: 33 1 53 77 42 4622 REVENUE: Paris, France 75635 NET INCOME: WEB SITE: www.sanofi-aventis.com
VaxDesign is the developer of the Modular Immune In Vitro Construct technology for finding solutions to complex biological problems. It may be used in assessing the value of vaccine candidates.
Sanofi-Aventis is a pharmaceutical firm engaged primarily in the prescription drug market. It is the world's third largest pharma company. On a trailing 12-month basis, it generated revenue of $38.5 billion, EBITDA of $14.9 billion and net income of $6.7 billion.
ANNOUNCEMENT DATE: September 27, 2010 PRICE: $60,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$55 million on closing; $5 million on reaching a certain developmental step.
This acquisition gives SNY a technology that will assist the company's vaccine division assess the value of its vaccines. The technology will serve as a *filter* in the preclinical stage to help decide whether or not a candidate should move forward into trials.
The Health Care M&A Report, Third Quarter 2010
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TARGET: ZymoGenetics, Inc. ACQUIRER: Bristol-Myers Squibb, Inc.
LISTING: NASDAQ: ZGEN LISTING: NYSE: BMY LOCATION: Seattle, Washington CEO: Lamberto Andreotti PHONE: 212-546-4000 UNITS: 345 Park Avenue FAX: 212-546-4020 REVENUE: $163,000,000 New York, New York 10154 NET INCOME: $16,000,000 (EBITDA) WEB SITE: www.bms.com
ZymoGenetics, a biopharma, develops and commercializes therapeutic proteins for treating human diseases. On a trailing 12-month basis, it generated revenue of $163 million, EBITDA of $16 million and a net loss of $4 million.
Bristol-Myers Squibb is a producer and distributor of consumer medicines, pharmaceuticals, nutritional, medical devices and beauty care products. On a trailing 12-month basis, BMY generated revenue of $19.4 billion, EBITDA of $6.2 billion and net income of $3.3 billion.
ANNOUNCEMENT DATE: September 7, 2010 PRICE: $885,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 5.43 PRICE/INCOME: 55.31
$9.75 per share in cash.
The price represents an 84% premium to the stock's prior-day price. BMY and ZGEN have been co-developing ZGEN's hepatitis C drug PEG-interferon lambda. In January 2009, the two entered into a $1.1 billion agreement to co-develop and share profits for the drug. The deal provides an exit for Warburg Pincus, which owns an 11% share in ZGEN. ZGEN was spun out of Novo Nordisk in 2000. This deal closed October 13, 2010.
TARGET: ZyStor Therapeutics, Inc. ACQUIRER: BioMarin Pharmaceutical, Inc.
LISTING: Private LISTING: NASDAQ: BMRN LOCATION: Milwaukee, Wisconsin CEO: Jean-Jacques
Bienaime PHONE: 415-506-6700
UNITS: 105 Digital Drive FAX: 415-382-7889 REVENUE: Novato, California 94949 NET INCOME: WEB SITE: www.biomarinpharm.com
ZyStor is a biotech developing enzyme replacement therapies for the treatment of lysosomal storage disorders. Its lead candidate, ZC-701, is in development for Pompe disease, a degenerative disease of the heart.
BioMarin develops and commercializes biopharmaceuticals for serious diseases and medical conditions. On a trailing 12-month basis, BMRN generated revenue of $345 million, EBITDA of $38 million and net income of $12 million.
ANNOUNCEMENT DATE: August 17, 2010 PRICE: $115,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Upfront payment of $22 million. Up to $93 million in development, regulatory and commercial milestone payments is possible.
This acquisition gives BMRN a company whose lead drug candidate, ZC-701, has great potential to outstrip existing competitors in the treatment of Pompe disease, such as Myozome.
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The Health Care M&A Report, Third Quarter 2010
33
TARGET: A-Life Medical ACQUIRER: Ingenix
LISTING: Private LISTING: NYSE: UNH LOCATION: San Diego, California CEO: Andy Slavitt PHONE: 952-833-7100 UNITS: 12125 Technology Drive FAX: 952-833-7079 REVENUE: Eden Prairie, Minnesota 55344 NET INCOME: WEB SITE: www.ingenix.com
A-Life Medical manufactures a system that automates medical coding by scanning clinical documentation to identify diagnoses and procedures for billing purposes.
A subsidiary of UnitedHealth Group, Ingenix provides products and services to a broad customer base in the health care community. On a trailing 12-month basis, UNH generated revenue of $86 billion, EBITDA of $7.3 billion and net income of $3.6 billion.
ANNOUNCEMENT DATE: August 16, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition helps prepare the buyer for 2013 when providers, including Ingenix's parent UnitedHealth Group, will be required to upgrade to the ICD-10 coding system for coding and billing purposes. A-Line and Ingenix have been working under a strategic alliance since 2009.
TARGET: Allied Management Group ACQUIRER: HMS Holdings Corp.
LISTING: Private LISTING: NASDAQ: HMSY LOCATION: Santa Ana, California CEO: William C. Lucia PHONE: 212-857-5000 UNITS: 401 Park Avenue South FAX: 212-857-5973 REVENUE: New York, New York 10016 NET INCOME: WEB SITE: www.hmsholdings.com
Allied Management Group, aka AMG-SIU, is focused on preventing health care waste, fraud and abuse through specialized audits for payors using a proprietary claim editing system.
HMS Holdings provides various cost containment and payment accuracy services relating to government health care programs. On a trailing 12-month basis, HMSY generates revenue of $244 million, EBITDA of $69 million and net income of $32 million.
ANNOUNCEMENT DATE: July 2, 2010 PRICE: $26,200,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$13.0 million upfront. Estimated future payments of $13.2 million based on financial performance.
This acquisition provides the buyer with a comprehensive and scalable claim editing system that can be used both retrospectively and prospectively.
The Health Care M&A Report, Third Quarter 2010
34
TARGET: Axolotl Corporation ACQUIRER: Ingenix
LISTING: Private LISTING: NYSE: UNH LOCATION: San Jose, California CEO: Andy Slavitt PHONE: 952-833-7100 UNITS: 12125 Technology Drive FAX: 952-833-7079 REVENUE: Eden Prairie, Minnesota 55344 NET INCOME: WEB SITE: www.ingenix.com
Axolotl is a provider of health information exchange services. Its products are currently used by 20 regional health information organizations and four statewide health information exchanges.
A subsidiary of UnitedHealth Group, Ingenix provides products and services to a broad customer base in the health care community. On a trailing 12-month basis, UNH generated revenue of $86 billion, EBITDA of $7.3 billion and net income of $3.6 billion.
ANNOUNCEMENT DATE: August 16, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition gives Ingenix Axolotl's solution suite, which includes HIE framework components, connectivity gateways, electronic health records and virtual health records. Raymond James Health Care Investment Banking Group advised Axolotl on this transaction. This process took place as an auction process and negotiation among several interested parties.
TARGET: Broadlane Group ACQUIRER: MedAssets
LISTING: Private LISTING: NASDAQ: MDAS LOCATION: Dallas, Texas CEO: John Bardis PHONE: 678-323-2500 UNITS: 100 North Point Center East FAX: 678-323-2501 REVENUE: $168,000,000 (-2009) Alpharetta, Georgia 30022 NET INCOME: $60,000,000 (EBITDA) WEB SITE: www.medassets.com
TowerBrook Capital Partners is selling the Broadlane Group, which delivers supply chain management, strategic sourcing of supplies and services, capital equipment lifecycle management, clinical and other services to 1,100 hospitals and 50,000 nonacute locations.
MedAssets provides solutions for improving health care providers' margins and cash flow. On a trailing 12-month basis, MDAS generated revenue of $367 million, EBITDA of $101 million and net income of $25 million.
ANNOUNCEMENT DATE: September 14, 2010 PRICE: $850,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 5.06 PRICE/INCOME: 14.17
$725 million at closing; $125 million in January 2012.
This transaction combines the third and fourth largest group purchasing organizations. MDAS has obtained financing commitments from J.P. Morgan and Barclays Capital to fund this deal. J.P. Morgan and Barclays Capital provided MDAS with financial advice on this transaction; Deutsche Bank provided The Broadlane Group with similar advice.
The Health Care M&A Report, Third Quarter 2010
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TARGET: Chamberlin Edmonds Associates, Inc.
ACQUIRER: Emdeon, Inc.
LISTING: Private LISTING: NYSE: EM LOCATION: Atlanta, Georgia CEO: George Lazenby PHONE: 615-932-3000 UNITS: 3055 Lebanon Pike FAX: REVENUE: $94,000,000 (annualized) Nashville, Tennessee 37214 NET INCOME: WEB SITE: www.emdeon.com
Three investment groups are selling Chamberlin Edmonds, a provider of government program eligibility and enrollment services and personnel for health care providers. For the six months ended June 30, 2010, the company generated revenue of $46.3 million.
Emdeon is a provider of revenue cycle management and clinical communication solutions that connect payers, providers and patients. On a trailing 12-month basis, Emdeon generated revenue of $955 million, EBITDA of $222 million and net income of $2 million.
ANNOUNCEMENT DATE: September 7, 2010 PRICE: $260,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 2.77 PRICE/INCOME:
Cash at closing.
The three sellers include Charterhouse Group, Inc., Highlander Partners and MTS Health Investors. This acquisition will help EM prepare for the impact of health care reforms; the target currently provides government program eligibility and enrollment services to over 200 acute care facilities in 30 states. Medicaid eligibility, for example, is expected to grow from 39 million to 55 million. The deal is to be financed through the use of unrestricted cash and borrowings under an amendment to the buyer's existing credit facility. Chamberlin was advised by Robert W. Baird & Co. and Bryan Cave LLP.
TARGET: eRAD, Inc. ACQUIRER: RadNet, Inc.
LISTING: Private LISTING: NASDAQ: RDNT LOCATION: Greenville, South Carolina CEO: Howard Berger PHONE: 310-445-2800 UNITS: 1510 Cotner Avenue FAX: 310-445-2980 REVENUE: Los Angeles, California 90025 NET INCOME: WEB SITE: www.radnet.com
Image Medical Corp. is the parent of eRAD, a provider of picture archiving and communications systems (PACS) and related workflow solutions.
RadNet provides diagnostic imaging services through outpatient imaging centers in six states. On a trailing 12-month basis, RDNT generated revenue of $528 million, EBITDA of $90 million and a net loss of $17 million.
ANNOUNCEMENT DATE: September 7, 2010 PRICE: $10,750,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Combination of cash and promissory notes.
This acquisition marks the buyer's entry into the radiology software business. It will help RDNT save on costs. This transaction closed October 1, 2010.
The Health Care M&A Report, Third Quarter 2010
36
TARGET: Evolution Benefits, Inc. ACQUIRER: Genstar Capital, LLC
LISTING: Private LISTING: Private LOCATION: Avon, Connecticut CEO: James Nadauld PHONE: 415-834-2350 UNITS: Four Embarcadero Center, 1900 FAX: 415-834-2383 REVENUE: San Francisco, California 94111 NET INCOME: WEB SITE: www.gencap.com
Evolution Benefits is a provider of benefit card payment services for health care and employee benefits accounts, such as flexible spending accounts, health reimbursement accounts and health savings accounts. It serves approximately 3.5 million people countrywide.
Genstar Capital is a private equity investment firm that makes leveraged investments in middle-market companies.
ANNOUNCEMENT DATE: July 29, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This investment in Evolution Benefits should accelerate its growth. The target represents a convergence of Genstar's specializations in both health care services and electronic payments verticals. The company provides full service care solutions to 250 third-party administrators, health plans and other organizations to service over 19,000 employers and 3.5 million people. Raymond James & Associates provided Evolution Benefits with financial advice.
TARGET: Executive Health Resources, Inc.
ACQUIRER: UnitedHealth Group, Inc.
LISTING: Private LISTING: NYSE: UNH LOCATION: Pennsylvania CEO: Stephen Hemsley PHONE: 952-936-1300 UNITS: 9900 Bren Road East FAX: REVENUE: $400,000,000 (estimated) Minnetonka, Minnesota 55343 NET INCOME: $112,500,000 (EBITDA) WEB SITE: www.unitedhealthgroup.com
Abry, a private equity firm, is selling Executive Health Resources, which provides hospitals and health systems with services to assist with managing compliance with government health plans, federal and state.
UnitedHealth Group is the largest health care insurer in the country. On a trailing 12-month basis, it generated revenue of $90 billion, EBITDA of $7.9 billion and net income of $4.3 billion.
ANNOUNCEMENT DATE: August 4, 2010 PRICE: $1,500,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 3.75 PRICE/INCOME: 13.33
Not disclosed
This acquisition is being carried out by UNH subsidiary Ingenix, which deals with health care data and technology. The target's services will help Ingenix to contain costs related to compliance and billing. Executive Health's clients include 1,100 hospitals and health systems nationwide.
The Health Care M&A Report, Third Quarter 2010
37
TARGET: Health Grades, Inc. ACQUIRER: Vestar Capital Partners
LISTING: NASDAQ: HGRD LISTING: Private LOCATION: Golden, Colorado CEO: Daniel S. O'Connell PHONE: 212-351-1600 UNITS: 245 Park Avenue, 41st Floor FAX: REVENUE: $55,000,000 New York, New York 10167 NET INCOME: $12,000,000 (EBITDA) WEB SITE: www.vestarcapital.com
Health Grades provides proprietary, objective ratings of hospitals, nursing homes and home health agencies, as well as advisory services. On a trailing 12-month basis, HGRD generated revenue of $55 million, EBITDA of $12 million and net income of $7.4 million.
Vestar Capital Partners is an investment firm that specializes in management buyouts, growth capital investments and recapitalizations. The firm has approximately $7 billion under management.
ANNOUNCEMENT DATE: July 28, 2010 PRICE: $294,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 5.35 PRICE/INCOME: 24.5
Tender offer. $8.20 in cash per share.
This price offers shareholders a 29% premium to the stock's prior-day price. This take-private transaction may allow HGRD to grow its business without the distractions that a publicly traded company faces, such as meeting quarterly earnings estimates. Citigroup Global Markets is providing HGRD with financial advice on this transaction.
TARGET: Health Informatics, LLC ACQUIRER: MedLink International, Inc.
LISTING: Private LISTING: OTCBB: MLKNA LOCATION: Lawrenceville, New Jersey CEO: Ray Vuono PHONE: 631-342-8800 UNITS: 1 Roebling Court FAX: 631-342-8819 REVENUE: Ronkonkoma, New York 11779 NET INCOME: WEB SITE: www.medlinkus.com
Health Informatics is a provider of clinical data digitization technology that simplifies and streamlines the adoption of electronic health records. Its product offerings include a digital pen.
MedLink sells, implements and supports software solutions that give health care providers access to clinical, administrative, and financial data. On a trailing 12-month basis, it generated revenue of $987,100 and a net loss of $3.3 million.
ANNOUNCEMENT DATE: August 4, 2010 PRICE: $272,500 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
For a 51% controlling interest. Issuance of 250,000 shares of Class A common stock. Option to acquire remaining 49% of company beginning in 2012.
This acquisition provides the buyer with a complementary product to enhance its EHR solutions. Health Informatics' digital pen allows physicians and other providers a means to go from a traditional pen and paper approach to a digital EHR.
The Health Care M&A Report, Third Quarter 2010
38
TARGET: Hospital Inpatient Services ACQUIRER: Adreima
LISTING: Private LISTING: Private LOCATION: Jacksonville, Florida CEO: Connie Perez PHONE: 602-636-5500 UNITS: 3200 N Central Avenue FAX: 602-265-3693 REVENUE: Phoenix, Arizona 85012 NET INCOME: WEB SITE: www.adreima.com
Hospital Inpatient Services is a provider of eligibility services to hospitals on the East Coast.
A Waud Capital portfolio company, Adreima, fka Advanced Reimbursement Management, provides eligibility and revenue cycle management services to hospitals in five western states.
ANNOUNCEMENT DATE: September 15, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition expands the buyer's geographic footprint into the East Coast. With this deal, the company now provides its services to over 70 hospitals in 10 states.
TARGET: Hummingbird Coaching Services
ACQUIRER: Humana, Inc.
LISTING: Private LISTING: NYSE: HUM LOCATION: Cincinnati, Ohio CEO: Michael B.
McCallister PHONE: 502-580-1000
UNITS: 500 W. Main Street FAX: 502-580-3639 REVENUE: Louisville, Kentucky 40202 NET INCOME: WEB SITE: www.humana.com
Hummingbird Coaching Services is a telephone- and Web-based health and wellness company. It offers wellness coaching through such sites as MyHealthCoach.com and AboutMyKids.com.
Humana, Inc. provides managed care services to 11.5 million members through the operation of HMOs and PPOs. On a trailing 12-month basis, HUM generated revenue of $32 billion, EBITDA of $2.1billion and net income of $1.1 billion.
ANNOUNCEMENT DATE: July 9, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
The two parties have collaborated in the past. In September 2009, HUM's LifeSynch chose Hummingbird to provide online health coaching services to its clients. This acquisition expands HUM's control over the target business.
The Health Care M&A Report, Third Quarter 2010
39
TARGET: Intermedix Corporation ACQUIRER: Thomas H. Lee Partners, L.P.
LISTING: Private LISTING: Private LOCATION: Fort Lauderdale, Florida CEO: PHONE: 617-227-1050 UNITS: 100 Federal Street FAX: 617-227-3514 REVENUE: Boston, Massachusetts 2110 NET INCOME: WEB SITE: www.thl.com
Parthenon Capital is selling Intermedix Corp., a company that provides health care and information technology and business solutions to manage the revenue cycle and promote interoperability, among other services.
Thomas H. Lee Partners is a private equity firm. THL has raised approximately $22 billion of equity capital and invested in more than 100 businesses with an aggregate purchase price of more than $125 billion.
ANNOUNCEMENT DATE: July 30, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This transaction places Intermedix in a position to tap Thomas H. Lee's resources to accelerate the company's growth, and establish its dominant position in the emergency health care IT and services sector. Goldman Sachs provided Intermedix with financial advice on this deal.
TARGET: LabTestPortal.com ACQUIRER: MedLink International, Inc.
LISTING: Private LISTING: OTCBB: MLKNA LOCATION: CEO: Ray Vuono PHONE: 631-342-8800 UNITS: 1 Roebling Court FAX: 631-342-8819 REVENUE: Ronkonkoma, New York 11779 NET INCOME: WEB SITE: www.medlinkus.com
LabtestPortal is a service provider that delivers direct-to-consumer secure laboratory testing. It provides a personal health record where consumers can track their lab testing results as well as store other vital health care information.
MedLink International sells, implements and supports software solutions that give health care providers access to clinical, administrative, and financial data. On a trailing 12-month basis, it generated revenue of $987,100 and a net loss of $3.3 million.
ANNOUNCEMENT DATE: July 8, 2010 PRICE: $470,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
400,000 shares of the company's class A common stock.
This acquisition provides the buyer with an entry into the direct-to-consumer laboratory testing market.
The Health Care M&A Report, Third Quarter 2010
40
TARGET: MediHealth Outsourcing, LLC
ACQUIRER: Conifer Health Solutions
LISTING: Private LISTING: Private LOCATION: Tampa, Florida CEO: Stephen Mooney PHONE: 877-266-4337 UNITS: 2401 Internet Boulevard FAX: REVENUE: Frisco, Texas 75034 NET INCOME: WEB SITE: www.coniferhealth.com
MediHealth Outsourcing is a provider of health information management (HIM) operations and clinical revenue cycle consulting and outsourcing services.
Formed in 2008 from MedContact and Tenet Healthcare's Patient Financial Services division, Conifer Health Solutions provides revenue cycle and patient communications services to over 125 hospitals and health systems.
ANNOUNCEMENT DATE: September 27, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition strengthens the buyer's position in the hospital HIM market as well as its ability to assist in the implementation of new protocols and systems under health care reform.
TARGET: Medinomics ACQUIRER: PracticeMax
LISTING: Private LISTING: Private LOCATION: Shreveport, Louisiana CEO: Bill Carns PHONE: 480-421-9700 UNITS: 9382 E. Bahia Drive, No. B202 FAX: 480-421-9899 REVENUE: Scottsdale, Arizona 85260 NET INCOME: WEB SITE: www.practicemax.com
Medinomics is a reseller of eClinicalWorks software, which provides its physician customers with health care billing and management solutions.
PracticeMax provides a comprehensive suite of business solutions so that healthcare providers can maximize their operations.
ANNOUNCEMENT DATE: September 9, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This is the buyer's second deal in as many years; in 2009 it merged with Texas-based Medaphase. The current acquisition allows PracticeMax to offer a broader range of solutions and increase its client base, particularly among physician groups.
The Health Care M&A Report, Third Quarter 2010
41
TARGET: MedTech Transcriptions, Inc.
ACQUIRER: iMedX, Inc.
LISTING: Private LISTING: Private LOCATION: Metairie, Louisiana CEO: Venkat Sharma PHONE: 203-332 7060 UNITS: Four Corporate Drive FAX: 203-332 7461 REVENUE: Shelton, Connecticut 6484 NET INCOME: WEB SITE: www.imedx.com
MedTech Transcriptions provides medical transcription services to medical clinics.
iMedX is a provider of health care software and services to hospitals and medical practices throughout the United States. It is a leader in technology-enabled medical documentation services.
ANNOUNCEMENT DATE: August 10, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition provides the buyer with a platform for expansion in Louisiana. MedTech will introduce iMedX's TurboScribe system for medical transcription to its customer base. This is the buyer's fifth acquisition in the last 12 months.
TARGET: Personal health record business
ACQUIRER: Health Plexus, LLC
LISTING: NASDAQ: PSID LISTING: Private LOCATION: Delray Beach, Florida CEO: PHONE: UNITS: FAX: REVENUE: NET INCOME: WEB SITE:
PositiveID Corporation is selling its Health Link personal health record business. Health Link is a web-based personal health record.
Health Plexus is involved in the personal health record business.
ANNOUNCEMENT DATE: September 8, 2010 PRICE: $1,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$1 million in a note. Royalties on future Health Link revenue.
This divestment allows PositiveID to concentrate on its core medical device and testing business.
The Health Care M&A Report, Third Quarter 2010
42
TARGET: Picis ACQUIRER: Ingenix
LISTING: Private LISTING: NYSE: UNH LOCATION: Wakefield, Massachusetts CEO: Andy Slavitt PHONE: 952-833-7100 UNITS: 12125 Technology Drive FAX: 952-833-7079 REVENUE: Eden Prairie, Minnesota 55344 NET INCOME: WEB SITE: www.ingenix.com
Picis is a provider of health care information technology solutions for the high-acuity area of hospitals.
A subsidiary of UnitedHealth Group, Ingenix provides products and services to a broad customer base in the health care community. On a trailing 12-month basis, UNH generated revenue of $86 billion, EBITDA of $7.3 billion and net income of $3.6 billion.
ANNOUNCEMENT DATE: July 22, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition extends the buyer's expertise into the higher-acuity area of hospitals, such as emergency departments, surgical suites and intensive care units. In 2007, Goldman Sachs invested $155 million in Picis.
TARGET: Pulse Systems, Inc. ACQUIRER: CEGEDIM, S.A
LISTING: Private LISTING: Euronext: CGM LOCATION: Wichita, Kansas CEO: Jean-Claude Labrune PHONE: 33 1 49 09 22 00 UNITS: 127, rue d'Aguesseau FAX: 33 1 49 09 45 95 REVENUE: $16,000,000 Boulogne-Billancourt, France 92100 NET INCOME: WEB SITE: www.CEGEDIM.com
Pulse Systems offers EHR, practice management, ePrescribing and revenue cycle management services to physician group practices. The company has offices in Boston, Dallas, Kansas City and Wichita.
CEGEDIM provides value-added software solutions to the pharmaceutical and other industries. In 2009, it generated revenue of Eur 874.0 million.
ANNOUNCEMENT DATE: July 28, 2010 PRICE: $58,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: 3.63 PRICE/INCOME:
Total payment, including potential earnouts, not to exceed $58.0 million.
his acquisition allows the buyer to tap into the U.S. government's $30 billion stimulus plan to develop and implement EHR solutions. It will also give the target access to the buyer's superior resources to accelerate its growth. Pulse Systems has over 20,000 workstations installed across the country in 35 specialties.
The Health Care M&A Report, Third Quarter 2010
43
TARGET: RealMed ACQUIRER: Availity, LLC
LISTING: Private LISTING: Private LOCATION: Indianapolis, Indiana CEO: Julie Klapstein PHONE: 800-282-4548 UNITS: P.O. Box 550857 FAX: REVENUE: Jacksonville, Florida 32255 NET INCOME: WEB SITE: www.availity.com
RealMed automates health care transactions and information exchange between providers and payors.
Availity optimizes information exchange among multiple health care stakeholders in a single, secure network.
ANNOUNCEMENT DATE: September 1, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition increases Availity's capacity: the combined company will serve a network of 200,000 physicians and providers, 1,000 hospitals, 1,300 health plans and 500 industry partners.
TARGET: Tela Sourcing, Inc. ACQUIRER: The TriZetto Group
LISTING: Private LISTING: Private LOCATION: Baltimore, Maryland CEO: Trace Devanny PHONE: 800-569-1222 UNITS: 6061 South Willow Drive FAX: REVENUE: Greenwood Village, Colorado 80111 NET INCOME: WEB SITE: www.trizetto.com
Tela Sourcing is a business process outsourcing (BPO) services company that offers combined U.S. and India-based outsourcing capabilities to the health care industry.
The TriZetto Group is a health care information technology company to the health care payor industry.
ANNOUNCEMENT DATE: August 26, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition expands the buyer's BPO capabilities.
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The Health Care M&A Report, Third Quarter 2010
49
TARGET: Advantage Health Systems, Inc.
ACQUIRER: Addus HomeCare Corporation
LISTING: Private LISTING: NASDAQ: ADUS LOCATION: Columbia, South Carolina CEO: Mark S. Heaney PHONE: 847-303-5300 UNITS: 1,200 (patients) 2401 South Plum Grove Road FAX: 847-303-5376 REVENUE: $13,000,000 (-2009) Palatine, Illinois 60067 NET INCOME: WEB SITE: www.addus.com
Advantage Health Systems, dba CarePro Health Services, serves about 1,200 personal and home health care patients from five locations in South Carolina and one in Georgia. It generated revenue of $13 million in 2009, was profitable and cash flow positive.
Addus HomeCare Corp. provides a range of social and medical services to individuals in the home. On a trailing 12-month basis, ADUS generated revenue of $262 million, EBITDA of $17 million and a net loss of $650,000.
ANNOUNCEMENT DATE: July 27, 2010 PRICE: $9,100,000 PRICE PER UNIT: $7,583 TERMS: PRICE/REVENUE: 0.7 PRICE/INCOME:
$5.86 million in cash (less working capital adjustment); $1.24 million in shares of ADUS stock; up to $2.0 million in earnout payments.
This acquisition expands ADUS's home health care provider network. In addition to its traditional home health and social services, Advantage began providing hospice services in 2009 and is now licensed for provision of hospice services throughout South Carolina. When the working capital adjustment is taken into account, the total purchase price falls to $8.34 million.
TARGET: Consolidated Health Services, Inc.
ACQUIRER: Catholic Health Initiatives
LISTING: Private LISTING: Nonprofit LOCATION: Cincinnati, Ohio CEO: Kevin E. Lofton PHONE: 303-298-9100 UNITS: 198 Inverness Drive West FAX: 303-298-9690 REVENUE: Englewood, Colorado 80112 NET INCOME: WEB SITE: www.catholichealthinit.org
Bethesda, Inc. is selling Consolidated Health Services, a company that operates in 30 locations in Indiana, Kentucky and Ohio, providing home health care, patient transportation, infusion therapy and DME sales.
Catholic Health Initiatives (CHI) operates 77 hospitals and 40 seniors housing facilities. For the nine months ended March 31, 2008, the system generated revenue of $6.5 billion and EBITDA of $580 million.
ANNOUNCEMENT DATE: August 18, 2010 PRICE: PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition expands CHI's home health operations. Consolidated Health's operations complement CHI's existing home health services. Consolidated Health includes American Nursing Care, which provides home health services; Patient Transport Services, which handles patient transportation; AmeriMed, which offers home infusion therapy; and Cornerstone Medical, a joint venture which sells durable medical equipment. CHI and Consolidated's parent, Bethesda, has cooperated on a number of fronts for 15 years. This deal closed October 1, 2010.
The Health Care M&A Report, Third Quarter 2010
50
TARGET: Faith Hospice, Inc. ACQUIRER: St. Luke's Hospital
LISTING: Private LISTING: Nonprofit LOCATION: Chesterfield, Missouri CEO: Gary Olsen PHONE: 314-434-1500 UNITS: 232 South Woods Mill Road FAX: REVENUE: Chesterfield, Missouri 63017 NET INCOME: WEB SITE: www.stlukes-stl.com
Faith Hospice is a provider of hospice and end-of-life care services to the surrounding community. the hospice has been operating since 2006.
St. Luke's Hospital is a 493-bed acute care facility. For the year ended June 30, 2009, the hospital generated operating revenue of $402 million.
ANNOUNCEMENT DATE: September 8, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition adds end-of-life care services to the buyer's service offerings. The unit is now called St. Luke's Hospice Services.
TARGET: Haggin Home Health ACQUIRER: LHC Group
LISTING: Private LISTING: NASDAQ: LHCG LOCATION: Harrodsburg, Kentucky CEO: Keith Myers PHONE: 337-233-1307 UNITS: 420 West Pinhook Road FAX: 337-235-8037 REVENUE: $400,000 Lafayette, Louisiana 70503 NET INCOME: WEB SITE: www.lhcgroup.com
The James B. Haggin Memorial Hospital is selling Haggin Home Health, a home health agency that serves an estimated population of 22,000, 15% of whom are over 65. In 2009, the agency generated revenue of approximately $400,000.
LHC Group provides post-acute health care services primarily to Medicare beneficiaries in rural markets in the southern U.S. On a trailing 12-month basis, LHCG generated revenue of $575 million, EBITDA of $96 million and net income of $47 million.
ANNOUNCEMENT DATE: September 1, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Asset purchase
This acquisition expands the buyer's presence in Kentucky, a certificate of need state, into Mercer County. The agency, which has been providing services since 1997, is to be renamed Lifeline Health of Harrodsburg.
The Health Care M&A Report, Third Quarter 2010
51
TARGET: Home health agency ACQUIRER: North Shore University Hospital
LISTING: Nonprofit LISTING: Nonprofit LOCATION: New York, New York CEO: PHONE: 516-562-4280 UNITS: 300 Community Drive FAX: REVENUE: Manhasset, New York 11030 NET INCOME: WEB SITE: www.northshorelij.com
St. Vincent's Catholic Medical Center is selling its home health agency. The certified agency operates in New York's five boroughs and Nassau and Suffolk counties.
Part of North Shore-LIJ, North Shore University Hospital is a 798-bed acute care facility.
ANNOUNCEMENT DATE: August 12, 2010 PRICE: $17,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
In bankruptcy proceedings.
The buyer also operates one branch of its parent's home health operations. North Shore-LIJ's home health operations generate $108 million in annual revenue. This deal excludes St. Vincent's long term home health care program, which is being independently acquired by the Visiting Nurse Service of New York.
TARGET: Home health agency ACQUIRER: Amedisys, Inc.
LISTING: Private LISTING: NASDAQ: AMED LOCATION: Buckeye, West Virginia CEO: William F. Borne PHONE: 225-292-2031 UNITS: 5959 S. Sherwood Forest Blvd. FAX: 225-295-9624 REVENUE: Baton Rouge, Louisiana 70816 NET INCOME: WEB SITE: www.amedisys.com
The target is a home health agency based in Buckeye, West Virginia.
Amedisys is a provider of outpatient health care services throughout the country. On a trailing 12-month basis, AMED generated revenue of $1.63 billion, EBITDA of $274 million and net income of $143 million.
ANNOUNCEMENT DATE: July 1, 2010 PRICE: $400,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Cash
This acquisition expands the buyer's geographic coverage in West Virginia. AMED recorded the price as goodwill and other intangibles.
The Health Care M&A Report, Third Quarter 2010
52
TARGET: Lombardi Program ACQUIRER: Visiting Nurse Service of New York
LISTING: Nonprofit LISTING: Nonprofit LOCATION: New York, New York CEO: Carol Raphael PHONE: 212-609-1525 UNITS: 107 East 70th Street FAX: REVENUE: New York, New York 10021 NET INCOME: WEB SITE: www.vnsny.org
St. Vincent's Catholic Medical Center is selling its long term home health care, or Lombardi, program. It serves 1,065 chronically ill patients in the Bronx, Manhattan, Brooklyn and Queens.
The Visiting Nurse Service of New York is a large not-for-profit home health care agency that serves a daily census of over 30,000. For 2009, it generated revenue of $1.1 billion and net income of $6 million.
ANNOUNCEMENT DATE: August 10, 2010 PRICE: $30,150,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
In bankruptcy proceedings.
This acquisition gives VNSNY long term home health care services in Nassau County. The sale was occasioned by the recent bankruptcy of St. Vincent's Catholic Medical Center.
TARGET: Mid-Fairfield Hospice ACQUIRER: Nursing & Home Care
LISTING: Nonprofit LISTING: Nonprofit LOCATION: Wilton, Connecticut CEO: Sharon M. Bradley PHONE: 800-898-4663 UNITS: PO Box 489 FAX: 203-761-8889 REVENUE: Wilton, Connecticut 6897 NET INCOME: WEB SITE: www.nursingandhomecare.com
Mid-Fairfield Hospice provides hospice and palliative care services in lower Fairfield County.
Nursing & Home Care is a provider of various home health services in lower Fairfield County.
ANNOUNCEMENT DATE: July 9, 2010 PRICE: Merger PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Merger
The two organizations have collaborated in the past. The combined entity is to be called Visiting Nurse & Hospice of Fairfield County, and will offer a continuum of home health and hospice services.
The Health Care M&A Report, Third Quarter 2010
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TARGET: Voyager HospiceCare ACQUIRER: Harden Healthcare, LLC
LISTING: Private LISTING: Private LOCATION: Fort Worth, Texas CEO: Lew Little PHONE: 512-634-4965 UNITS: 2,700 (daily census) 1703 W. 5th Street, Ste. 800 FAX: 512-634-4966 REVENUE: Austin, Texas 78703 NET INCOME: WEB SITE: www.hardenhealthcare.com
Voyager HospiceCare provides hospice and palliative care services. It cares for a census of 2,700 patients in 58 hospice locations and 10 home health offices.
Harden Healthcare provides a complete continuum of care for seniors and others needing short- and long-term health care.
ANNOUNCEMENT DATE: August 4, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition expands Harden's network of facilities to 200 in 13 states, and expands its hospice operations. Combined revenue for the company is estimated at $750 million. This deal comes shortly after the buyer freed up cash by refinancing $235.0 million in debt. Financing for this deal was provided by a mezzanine investment from funds or accounts managed by KKR Asset Management. Houlihan Lokey served as exclusive financial advisor to Voyager in this deal.
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The Health Care M&A Report, Third Quarter 2010
59
TARGET: All Children's Hospital & Health System
ACQUIRER: Johns Hopkins Health System Corp.
LISTING: Nonprofit LISTING: Nonprofit LOCATION: St. Petersburg, Florida CEO: Ronald R. Peterson PHONE: UNITS: 259 (beds) 5300 Alpha Commons Drive FAX: REVENUE: $274,800,000 Baltimore, Maryland 21224 NET INCOME: WEB SITE: www.hopkinsmedicine.org
All Children's Hospital & Health System (ACH) operates a 259-bed hospital, research and outpatient facilities on its campus, all focused on pediatric care. For the year ended September 30, 2009, it generated net patient revenue of $274.8 million and net income of $20 million.
Johns Hopkins Health System is an integrated delivery system. It generates annual revenue of about $5 billion.
ANNOUNCEMENT DATE: July 20, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Integration. Non-cash transaction.
The agreement calls for ACH to operate under the direction of Johns Hopkins Hospital governance structure. The integration is intended to expand the reach and impact of Johns Hopkins clinical, teaching and research programs. ACH is a regional referral center that draws its patients from all 50 states and 36 foreign countries.
TARGET: Arizona Heart Hospital ACQUIRER: Vanguard Health Systems, Inc.
LISTING: NASDAQ: MDTH LISTING: Private LOCATION: Phoenix, Arizona CEO: Charles N. Martin PHONE: 615-665-6000 UNITS: 59 (beds) 20 Burton Hills Boulevard FAX: 615-665-6099 REVENUE: Nashville, Tennessee 37215 NET INCOME: WEB SITE: www.vanguardhealth.com
MedCath Corp. is selling Arizona Heart Hospital, a 59-bed acute care hospital specializing in cardiac care.
Vanguard Health Systems operates 15 acute care hospitals with 4,181 beds and related facilities. For the year months ended June 30, 2010, Vanguard generated revenue of $3.4 billion and an operating loss of $44.6 million.
ANNOUNCEMENT DATE: August 9, 2010 PRICE: $32,400,000 (approximate) PRICE PER UNIT: $549,153 TERMS: PRICE/REVENUE: PRICE/INCOME:
$32 million plus net working capital; assumption of $400,000 in capital leases. Arizona Heart Hospital to retain accounts receivable and the remaining liabilities.
This divestment stems from a decision by the special options committee, formed in March 2010, to sell off some of MDTH's assets. MDTH also hired Navigant Capital Advisors as its financial adviser to assist the committee. Through end-August, the system has sold three hospitals. This deal closed October 4, 2010.
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TARGET: Avera Heart Hospital ACQUIRER: Avera McKennan
LISTING: NASDAQ: MDTH LISTING: Nonprofit LOCATION: Sioux Falls, South Dakota CEO: Fred Slunecka PHONE: 605-322-4700 UNITS: 55 (beds) 3900 West Avera Drive FAX: 605-322-4799 REVENUE: Sioux Falls, South Dakota 57108 NET INCOME: WEB SITE: www.avera.org
MedCath Corp. is selling its interest in Avera Heart Hospital, a 55-bed acute care facility specializing in cardiovascular care.
Avera McKennan Hospital and University Health Center is part of Avera Health, which operates over 235 health care facilities in the Dakotas, Minnesota, Iowa and Nebraska.
ANNOUNCEMENT DATE: August 30, 2010 PRICE: $36,000,000 (approximate) PRICE PER UNIT: $654,545 TERMS: PRICE/REVENUE: PRICE/INCOME:
For MDTH's one-third ownership interest and management rights. $20 million plus a percentage of eligible cash, anticipated to net about $16 million.
This is one of four facilities that MDTH's special options committee, formed in March 2010, designated for sale. By end-August, MDTH had arranged to sell three hospitals held for sale.
TARGET: Brim Holdings ACQUIRER: Iasis Healthcare, LLC
LISTING: Private LISTING: Private LOCATION: Brentwood, Tennessee CEO: W. Cal Whiter PHONE: 615-844-2747 UNITS: 165 (beds) 117 Seaboard Lane, Building E FAX: 615-846-3006 REVENUE: Franklin, Tennessee 37067 NET INCOME: WEB SITE: www.iasishealthcare.com
Brim Holdings manages over 30 hospitals. It also owns two hospitals: 150-bed Wadley Regional Medical Center in Texarkana, Texas, and 15-bed Pikes Peak Regional Hospital in Woodland Park, Colorado.
A Texas Pacific Group portfolio company, Iasis Healthcare owns 15 acute care hospitals and one behavioral health hospital with 2,886 beds. For the nine months ended June 30, 2010, it generated revenue of $1.89 billion and net income of $56.8 million.
ANNOUNCEMENT DATE: September 10, 2010 PRICE: $95,000,000 PRICE PER UNIT: $575,758 TERMS: PRICE/REVENUE: PRICE/INCOME:
For a majority interest. Purchase price subject to post-closing adjustments.
Brim's current majority owner, Altaris Capital Partners, will retain the hospital management and health care technology solutions businesses. Wadley Regional is a joint venture with a local multispecialty physician group.
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TARGET: Camden-Clark Memorial Hospital
ACQUIRER: West Virginia United Health System
LISTING: Private LISTING: Nonprofit LOCATION: Parkersburg, West Virginia CEO: PHONE: 304-368-2700 UNITS: 367 (beds) 1000 Technology Drive FAX: 304-368-2719 REVENUE: $154,000,000 Fairmont, West Virginia 26554 NET INCOME: WEB SITE: www.wvunitedhealthsystem.org
Camden-Clark Memorial Hospital is a 367-bed acute care facility. For the year ended June 30, 2009, it generated net patient revenue of $154 million and a net loss of $7.6 million.
West Virginia United Health System is a four-hospital network with 980 acute care beds formed by the state legislature in 1996.
ANNOUNCEMENT DATE: September 16, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Affiliation agreement
This is one of two facilities joining the West Virginia United Health System; the other is St. Joseph's Hospital, also in Parkersburg.
TARGET: Central Michigan Community Hospital
ACQUIRER: McLaren Health Care Corp.
LISTING: Nonprofit LISTING: Nonprofit LOCATION: Mount Pleasant, Michigan CEO: Phil Incarnati PHONE: 810-342-2000 UNITS: 78 (beds) 401 S. Bellinger Highway FAX: 810-342-1123 REVENUE: $68,000,000 Flint, Michigan 48532 NET INCOME: $2,200,000 (EBITDA) WEB SITE: www.mclaren.org
Central Michigan Community Hospital is a 78-bed acute care hospital. For the year ended September 30, 2009, the hospital generated net patient revenue of $68 million dollars, EBITDA of $2.2 million and net income of $1.1 million.
McLaren Health Care Corp. is an integrated delivery system with nine hospitals. In 2009, the system generated over $3.9 billion in revenue.
ANNOUNCEMENT DATE: September 29, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition gives the buyer its eighth owned hospital; the system also partially owns and manages a ninth. This deal expands the company into a new region. As a result, McLaren now reaches nearly 35% of Michigan residents through over 150 locations.
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TARGET: Eastside Medical Center ACQUIRER: HCA, Inc.
LISTING: Nonprofit LISTING: Private LOCATION: Snellville, Georgia CEO: Richard M. Bracken PHONE: 615-344-9551 UNITS: 247 (beds) One Park Plaza FAX: REVENUE: $159,600,000 Nashville, Tennessee 37203 NET INCOME: $22,000,000 (EBITDA) WEB SITE: www.hcahealthcare.com
Atlanta-based Emory Healthcare is divesting its ownership interest in Eastside Medical Center, a 247-bed acute care facility. For the year ended August 31, 2009, the hospital generated net patient revenue of $159.6 million, EBITDA of $22 million and net income.
HCA operates 162 hospitals with 41,000 beds and 106 outpatient surgery centers. For the three months ended March 31, 2010, HCA generated revenue of $7.54 billion, EBITDA of $1.6 billion and net income of $388 million.
ANNOUNCEMENT DATE: July 9, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This is one of two swaps that the parties undertook to unwind a joint venture between Emory Healthcare and HCA; the other is 72-bed Emory Johns Creek Hospital, over which Emory assumed total ownership control. Differences in corporate culture between a not-for-profit and a for-profit system, as well as HCA's attempt to simplify its joint ventures pending its initial public offering, may have contributed to this unwinding.
TARGET: Emory Johns Creek Hospital
ACQUIRER: Emory Healthcare
LISTING: Private LISTING: Nonprofit LOCATION: Johns Creek, Georgia CEO: John T. Fox PHONE: 404-778-5000 UNITS: 72 (beds) 1440 Clifton Road Northeast FAX: REVENUE: $64,300,000 Atlanta, Georgia 30322 NET INCOME: $4,400,000 (EBITDA) WEB SITE: www.emoryhealthcare.org
HCA is divesting its interest in Emory Johns Creek Hospital, a 72-bed acute care facility. For 2008, the facility generated net patient revenue of $64.3 million, EBITDA of $4.4 million and a net loss of $6.4 million.
Emory Healthcare is the clinical arm of the Robert W. Woodruff Health Sciences Center of Emory University. Emory Healthcare has 1,184 licensed inpatients beds and 20 centers of care in the metropolitan Atlanta area.
ANNOUNCEMENT DATE: July 9, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Swap of facilities.
This is one of two deals that HCA and Emory Healthcare are undertaking to unwind their joint venture; in the other, Emory is divesting its stake in 247-bed Eastside Medical Center in Gwinnett County to HCA. Differences in corporate culture and HCA's desire to simplify its joint venture structures in anticipation of its initial public offering may both contribute to this unwinding.
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TARGET: Five long term acute care hospitals
ACQUIRER: Kindred Healthcare Services, Inc.
LISTING: Private LISTING: NYSE: KND LOCATION: Southern, California CEO: Paul Diaz PHONE: 502-596-7300 UNITS: 250 (beds) 680 S. Fourth Street FAX: 502-596-7499 REVENUE: $150,000,000 Louisville, Kentucky 40202 NET INCOME: $27,000,000 (EBITDA) WEB SITE: www.kindredhealthcare.com
Vista Healthcare, LLC is selling five long-term acute care hospitals, or LTACs. The portfolio includes four stand-alone facilities and one hospital-in-a-hospital. These five generate combined annual revenue of $150 million.
KND provides health care services primarily for the elderly, operating long-term acute care hospitals and nursing homes, as well as providing ancillary services. On a trailing 12-month basis, KND generated revenue of $4.3 billion, EBITDA of $202 million.
ANNOUNCEMENT DATE: August 24, 2010 PRICE: $178,000,000 PRICE PER UNIT: $712,000 TERMS: PRICE/REVENUE: 1.19 PRICE/INCOME: 6.59
Cash
This acquisition expands the buyer's presence in the Southern California market. The Vista hospitals provide KND with several clinical service offerings not currently available in the company's area hospitals. KND is not acquiring Vista's working capital
TARGET: Forum Health ACQUIRER: Community Health Systems, Inc.
LISTING: Nonprofit LISTING: NYSE: CYH LOCATION: Youngstown, Ohio CEO: Wayne T. Smith PHONE: 615-465-7000 UNITS: 625 (beds) 4000 Meridian Boulevard FAX: 615-645-7001 REVENUE: $300,400,000 Franklin, Tennessee 37067 NET INCOME: WEB SITE: www.chs.net
Forum Health is a three-hospital system: 223-bed Northside Medical Center, 309-bed Trumbull Memorial Hospital and 93-bed Hillside Rehabilitation Hospital.
Community Health Systems owns, leases or operates 122 hospitals with 18,000 beds in 29 states. On a trailing 12-month basis, CYH generated revenue of $12.4 billion, EBITDA of $1.7 billion and net income of $255 million.
ANNOUNCEMENT DATE: August 5, 2010 PRICE: $200,000,000 PRICE PER UNIT: $320,000 TERMS: PRICE/REVENUE: 0.67 PRICE/INCOME:
In bankruptcy proceedings. $120 million in cash; commitment to invest $80 million within five years.
Community Health Systems prevailed over Ardent Health, which had offered $69.8 million and a capital commitment of between $50 million and $80 million. The target entered bankruptcy in 2009 with nearly $290 million owing to creditors. This deal closed October 1, 2010.
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TARGET: Healthscope, Ltd. ACQUIRER: The Carlyle Group
LISTING: ASX: HSP LISTING: Private LOCATION: Melbourne, Australia CEO: W. Robert Dahl PHONE: 202-347-2626 UNITS: 1001 Pennsylvania Ave, NW FAX: 202-347-1818 REVENUE: $1,433,869,000 Washington, DC 20004 NET INCOME: $157,273,000 (EBITDA) WEB SITE: www.thecarlylegroup.com
Healthscope is the second-largest hospital operator in Australia, with 44 hospitals and the country's third-largest pathology business.
The Carlyle Group and TPG, two private equity firms, are combining to acquire the target. The contact information is for The Carlyle Group.
ANNOUNCEMENT DATE: July 19, 2010 PRICE: $1,730,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 1.21 PRICE/INCOME: 11
$5.44 per share in cash.
This bid offers HSP shareholders a 16% premium to the stock's prior-day price. The buyers wish to capitalize on the growth of the for-profit sector in Australia's health care industry. Several other private equity groups and hospital systems also expressed an interest in buying HSP. Goldman Sachs and Lazard provided HSP with financial advice on this deal.
TARGET: Johns Community Hospital ACQUIRER: Scott & White
LISTING: Nonprofit LISTING: Nonprofit LOCATION: Taylor, Texas CEO: Alfred B. Knight PHONE: 254-724-2111 UNITS: 25 (beds) 2401 S. 31 St. FAX: REVENUE: $12,900,000 Temple, Texas 76508 NET INCOME: WEB SITE: www.sw.org
Johns Community Hospital is a 25-bed acute care facility with a 128-bed skilled nursing facility. For 2009, the hospital generated net patient revenue of $12.9 million and a net loss of $829,000.
Scott & White is an integrated delivery system with an 800-physician multi-specialty practice in central Texas, acute care hospitals and clinics.
ANNOUNCEMENT DATE: August 3, 2010 PRICE: Merger PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Merger
Johns Community is to be renamed the Scott & White Hospital-Taylor. The deal extends Scott & White's integrated delivery system, and helps keep the target facility open. This deal closed effective September 1, 2010.
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TARGET: Meadowlands Hospital ACQUIRER: MHA, LLC
LISTING: Nonprofit LISTING: Private LOCATION: Secaucus, New Jersey CEO: William Vazquez PHONE: UNITS: 230 (beds) FAX: REVENUE: $61,600,000 New Jersey NET INCOME: WEB SITE:
Jersey City-based LibertyHealth is selling Meadowlands Hospital, a 230-bed acute care facility. For 2009, the facility generated net patient revenue of $61.6 million and a net loss of $5.8 million.
MHA is a recently formed group of investors.
ANNOUNCEMENT DATE: August 6, 2010 PRICE: $16,000,000 (approximate) PRICE PER UNIT: $69,565 TERMS: PRICE/REVENUE: 0.26 PRICE/INCOME:
Not disclosed
LibertyHealth was forced to shutter its Jersey City facility in 2008 due to losses. The buyer has indicated that it would keep Meadowlands Hospital, the only acute care facility in Secaucus, operating as an acute care hospital.
TARGET: New Milford Hospital ACQUIRER: Danbury Hospital
LISTING: Nonprofit LISTING: Nonprofit LOCATION: New Milford, Connecticut CEO: John Murphy PHONE: 203-739-7000 UNITS: 85 (beds) 24 Hospital Avenue FAX: REVENUE: $89,600,000 Danbury, Connecticut 6810 NET INCOME: WEB SITE: www.danburyhospital.org
New Milford Hospital is an 85-bed community hospital. For the year ended September 30, 2009, the hospital generated net patient revenue of $89.6 million and a net loss of $5.2 million.
Danbury Hospital is a 371-bed acute care facility. For the year ended September 30, 2008, the hospital generated net patient revenue of $430.5 million and net loss of $7.3 million.
ANNOUNCEMENT DATE: July 1, 2010 PRICE: Merger PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Merger
The two hospitals will operate under a single parent company. This affiliation gives the smaller New Milford facility a financial lifeline to the stronger Danbury Hospital, 16 miles to the south.
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TARGET: Newton Memorial Hospital ACQUIRER: Atlantic Health Systems
LISTING: Nonprofit LISTING: Nonprofit LOCATION: Newton, New Jersey CEO: Joseph Trunfio PHONE: 973-660-3100 UNITS: 146 (beds) 325 Columbia Tpke., 2nd Fl. FAX: 973-660-9065 REVENUE: $128,700,000 Florham Park, New Jersey 7932 NET INCOME: $14,200,000 (EBITDA) WEB SITE: www.atlantichealth.org
Newton Memorial Hospital is a 146-bed acute care facility. For 2009, the hospital generated net patient revenue of $128.7 million, EBITDA of $14.2 million and net income of $5.9 million.
Atlantic Health Systems operates three hospitals with 1,154 beds.
ANNOUNCEMENT DATE: September 30, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Merger
The parties to the merger believe that they can achieve cost savings while enhancing their primary care networks.
TARGET: Parkway Holdings Ltd. ACQUIRER: Khazanah Nasional Berhad
LISTING: SI: PARM LISTING: Private LOCATION: Singapore CEO: PHONE: 6 03 - 2034 0000 UNITS: 3,400 (beds) Petronas Twin Towers, 2 FAX: 6 03 - 2034 0300 REVENUE: $728,342,000 Kuala Lumpur, Malaysia 50088 NET INCOME: $126,200,000 (EBITDA) WEB SITE: www.khazanah.com.my
Parkway is a provider of acute care and other health care services. It is Asia's largest publicly traded hospital operator, with 16 facilities in Singapore, Malaysia, India and China with 3,400 beds.
Khazanah Nasional Berhad is the investment holding arm of the Government of Malaysia and is empowered as the Government's strategic investor in new industries and markets.
ANNOUNCEMENT DATE: July 26, 2010 PRICE: $3,300,000,000 (approximate) PRICE PER UNIT: $970,588 TERMS: PRICE/REVENUE: 4.53 PRICE/INCOME: 26.15
S$ 3.95 ($2.88) per share.
Khazanah beat out Fortis Healthcare's bid for Parkway at S$3.80 per share. Fortis had acquired a 24% interest in Parkway from TPG in March 2010 for S$3.56 per share, or $685.3 million. Deutsche Bank and CIMB advised Khazanah on this deal.
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TARGET: Prospect Medical Holdings, Inc.
ACQUIRER: Management buyout
LISTING: OTCBB: PZZ LISTING: Private LOCATION: Los Angeles, California CEO: PHONE: UNITS: 759 (beds) FAX: REVENUE: $468,000,000 NET INCOME: $54,000,000 (EBITDA) WEB SITE:
Prospect Medical operates five hospitals in the Los Angeles area with a combined total of 759 beds. On a trailing 12-month basis, it generated revenue of $468 million, EBITDA of $54 million and net income of $6 million.
Assisted by the private equity firm Leonard Green & Partners, the management of PZZ proposes to acquire and privatize the company.
ANNOUNCEMENT DATE: August 16, 2010 PRICE: $363,000,000 (approximate) PRICE PER UNIT: $478,261 TERMS: PRICE/REVENUE: 0.78 PRICE/INCOME: 6.72
$8.50 per share. Assumption of $158.0 million in debt.
This deal offers PZZ shareholders a 39% premium to the stock's prior-day price; on news of the deal, the stock price rose as high as $8.42. UBS Investment Bank is providing Prospect Medical's special board with financial advice on this deal.
TARGET: Smithville Regional Hospital
ACQUIRER: Seton Family of Hospitals
LISTING: Nonprofit LISTING: Nonprofit LOCATION: Smithville, Texas CEO: Charles J. Barnett PHONE: 512-324-7000 UNITS: 36 (beds) 601 East 15th Street FAX: REVENUE: $13,200,000 Austin, Texas 78701 NET INCOME: $2,000,000 (EBITDA) WEB SITE: www.seton.net
The Smithville Hospital Authority is leasing Smithville Regional Hospital, a 36-bed acute care facility. For the year ended June 30, 2009, the hospital generated net patient revenue of $13.2 million, EBITDA of $2 million and net income of $430,000.
A member of Ascension Health, Seton Family of Hospitals operates a network of health care facilities in central Texas, including 12 hospitals with 1,505 beds. For 2008, it generated operating revenue of $1.3 billion.
ANNOUNCEMENT DATE: September 1, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
30-year lease, with an optional 20-year extension.
This acquisition brings Seton into Bastrop county, the ninth-fastest growing county in Texas. It also allows Smithville Regional to tap into the greater resources of Seton.
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TARGET: Solara Healthcare Group ACQUIRER: Cornerstone Healthcare Group
LISTING: Private LISTING: Private LOCATION: Dallas, Texas CEO: Mike Brohm PHONE: 469-621-6700 UNITS: 300 (beds) 13455 Noel Rd, Suite 1320 FAX: 469-621-6672 REVENUE: Dallas, Texas 75240 NET INCOME: WEB SITE: www.chghospitals.com
Solara Healthcare Group operates seven long-term acute care facilities (one has two campuses) in Texas, Oklahoma and Louisiana. They have a combined total of 300 beds.
Backed by Highland Capital Management, Cornerstone Healthcare operates 10 long-term acute care hospitals in Texas, West Virginia, Louisiana and Arizona.
ANNOUNCEMENT DATE: August 4, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Merger
The combination of these two companies creates a firm with 18 long-term acute care hospitals in Texas and five other states.
TARGET: St. Joseph's Hospital ACQUIRER: West Virginia United Health System
LISTING: Private LISTING: Nonprofit LOCATION: Parkersburg, West Virginia CEO: PHONE: 304-368-2700 UNITS: 194 (beds) 1000 Technology Drive FAX: 304-368-2719 REVENUE: $93,800,000 Fairmont, West Virginia 26554 NET INCOME: $2,600,000 (EBITDA) WEB SITE: www.wvunitedhealthsystem.org
Signature Hospital Corp. is selling St. Joseph's Hospital, a 194-bed acute care facility. For 2008, the hospital generated net patient revenue of $93.8 million, EBITDA of $2.6 million and a net loss of $2.7 million. It had long-term liabilities of $83 million.
West Virginia United Health System is a four-hospital network with 980 acute care beds formed by the state legislature in 1996.
ANNOUNCEMENT DATE: September 16, 2010 PRICE: $87,000,000 PRICE PER UNIT: $448,454 TERMS: PRICE/REVENUE: 0.93 PRICE/INCOME: 33.46
$87 million in cash. Assumption of debt.
This is one of two facilities joining the West Virginia United Health System; the other is Camden-Clark Memorial Hospital, also in Parkersburg. Closing costs could raise the price of the deal to $100 million. This will result in the hospital becoming not-for-profit.
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TARGET: Trinity Medical Center ACQUIRER: Scott & White
LISTING: Nonprofit LISTING: Nonprofit LOCATION: Brenham, Texas CEO: Alfred B. Knight PHONE: 254-724-2111 UNITS: 60 (beds) 2401 S. 31 St. FAX: REVENUE: $33,500,000 Temple, Texas 76508 NET INCOME: $5,300,000 WEB SITE: www.sw.org
Trinity Medical Center is a 60-bed acute care facility that also operates a 128-bed skilled nursing facility. For 2009, the hospital generated net patient revenue of $33.5 million and net income of $5.3 million.
Scott & White is an integrated delivery system with an 800-physician multi-specialty practice in central Texas, acute care hospitals and clinics.
ANNOUNCEMENT DATE: July 1, 2010 PRICE: Merger PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Merger
Trinity Medical is to be renamed the Scott & White Hospital-Brenham. With this merger, Scott & White now includes 10 hospitals, 60 clinics and 800 physicians.
TARGET: United Medical Center ACQUIRER: District of Columbia
LISTING: Private LISTING: Nonprofit LOCATION: Washington, DC CEO: Adrian M. Fenty PHONE: UNITS: 184 (beds) FAX: REVENUE: $99,400,000 Washington, DC NET INCOME: WEB SITE: www.dc.gov
United Medical Center, fka Greater Southeast Community Hospital, is a 184-bed acute care facility. For 2008, the hospital generated net patient revenue of $99.4 million and negative operating income of $14.7 million.
The D.C. Council has created a quasi-independent board to run the hospital after the foreclosure.
ANNOUNCEMENT DATE: July 10, 2010 PRICE: $20,000,000 PRICE PER UNIT: $108,696 TERMS: PRICE/REVENUE: 0.2 PRICE/INCOME:
In foreclosure auction.
The target is the only hospital that serves residents of Washington DC east of the Anacostia River. The facility is financially distressed, with an estimated $55 million in debt. The hospital was sold in an auction at which there were no other bidders; Specialty Hospitals of America, a private hospital management company, was the previous owner.
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TARGET: University Community Health
ACQUIRER: Adventist Health Systems, Inc.
LISTING: Nonprofit LISTING: Nonprofit LOCATION: Tampa, Florida CEO: Don Jernigan PHONE: 407-647-4400 UNITS: 111 North Orlando Avenue FAX: 407-975-1469 REVENUE: $502,500,000 Winter Park, Florida 32789 NET INCOME: $7,800,000 (operating
income) WEB SITE: www.adventisthealthsystem.com
University Community Health operates three hospitals in the Tampa Bay area. For the year ended September 30, 2009, UCH generated revenue of $502.5 million and $7.8 million in operating income.
Adventist Health System Sunbelt Healthcare operates 29 hospitals in 10 states. For 2009, the system generated revenue of $6.1 billion, EBITDA of $849 million and net income of $363 million.
ANNOUNCEMENT DATE: September 1, 2010 PRICE: $355,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: 0.71 PRICE/INCOME: 45.51
$125 million in capital improvements; $10 million to the UCH Foundation. Assumption of about $220 million in outstanding debts and liabilities.
This deal, first mooted in March 2010, closed on September 1. It expands the buyer's presence in the Tampa Bay area, making it the third largest system after HCA and BayCare Health System. UCH includes University Community Hospital (along with University Community Hospital-Carrollwood), Pepin Heart Hospital and Helen Ellis Memorial Hospital.
TARGET: Wuesthoff Health System ACQUIRER: Health Management Associates, Inc.
LISTING: Nonprofit LISTING: NYSE: HMA LOCATION: Rockledge, Florida CEO: Gary D. Newsome PHONE: 239-598-3131 UNITS: 406 (beds) 5811 Pelican Bay Blvd, Ste.
500 FAX: 239-597-5794
REVENUE: $290,000,000 Naples, Florida 34108 NET INCOME: WEB SITE: www.hma-corp.com
Wuesthoff Health System operates a 291-bed hospital in Rockledge and a 115-bed in Melbourne. The System generates annual revenue of about $290 million.
Health Management Associates is a for-profit hospital company that operates 58 hospitals in 16 states. On a trailing 12-month basis, HMA generated $4.7 billion in revenue, $702 million in EBITDA and $134 million in net income.
ANNOUNCEMENT DATE: July 27, 2010 PRICE: $151,500,000 (approximate) PRICE PER UNIT: $373,153 TERMS: PRICE/REVENUE: 0.52 PRICE/INCOME:
To be financed primarily with cash.
This transaction, together with the recently closed acquisition of Shands, enlarges HMA's hospital network in Florida. The Melbourne facility is located 30 miles from HMA's Sebastian River Medical Center. On completion of this deal, HMA will operate 60 hospitals with 9,000 beds. This deal closed October 1, 2010.
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The Health Care M&A Report, Third Quarter 2010
75
TARGET: AlliedPath, Inc. ACQUIRER: Iris International, Inc.
LISTING: Private LISTING: NASDAQ: IRIS LOCATION: San Diego, California CEO: Cesar M. Garcia PHONE: 818-709-1244 UNITS: 9172 Eton Avenue FAX: 818-700-9661 REVENUE: Chatsworth, California 91311 NET INCOME: WEB SITE: www.proiris.com
AlliedPath is a CLIA-certified molecular pathology laboratory focused on oncology and molecular diagnostics.
IRIS is involved in vitro diagnostic products, consumables and supplies through its in vitro diagnostics and sample processing segments. On a trailing 12-month basis, it generated revenue of $97 million, EBITDA of $10 million and net income of $5.9 million.
ANNOUNCEMENT DATE: July 27, 2010 PRICE: $6,100,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$4.7 million in cash; $1.4 million in earnouts over the next three years.
This acquisition provides the buyer with a commercial channel for accelerating a new immunoassay platform that the company has been developing.
TARGET: Genetic testing business ACQUIRER: Laboratory Corp. of America Holdings
LISTING: NASDAQ: GENZ LISTING: NYSE: LH LOCATION: Cambridge, Massachusetts CEO: David P. King PHONE: 336-229-1127 UNITS: 358 South Main Street FAX: 336-513-4510 REVENUE: $371,000,000 Burlington, North Carolina 27215 NET INCOME: WEB SITE: www.labcorp.com
Genzyme Corporation is selling its genetic testing business. It performs reproductive and cancer-related tests through nine labs. This business generates annual revenue of $371.0 million.
LH is a clinical laboratory company that offers a broad range of testing services through 24 testing facilities and 1,200 service sites. On a 12-month trailing basis, LH generated revenue of $4.8 billion, EBITDA of $1.1 billion and net income of $561 million.
ANNOUNCEMENT DATE: September 13, 2010 PRICE: $925,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: 2.49 PRICE/INCOME:
Cash. Subject to limited purchase price adjustment related to working capital.
his is one of three units that GENZ is selling to concentrate on its core biotech business. This acquisition allows LH to expand into new testing areas. The buyer has in place committed debt financing sufficient to consummate the deal. The net cash cost to LH is approximately $795.0 million. Credit Suisse and Goldman Sachs provided GENZ with financial advice on this deal while Lazard provided LH with similar advice.
The Health Care M&A Report, Third Quarter 2010
76
TARGET: NightHawk Radiology Holdings, Inc.
ACQUIRER: Virtual Radiologic
LISTING: OTCBB: NHWK LISTING: Private LOCATION: Scottsdale, Arizona CEO: Rob Kill PHONE: 952-595-1100 UNITS: 11995 Singletree Lane FAX: 952-942-3361 REVENUE: $157,000,000 Eden Prairie, Minnesota 55344 NET INCOME: $24,000,000 (EBITDA) WEB SITE: www.vrad.com
NightHawk Radiology provides professional services, business services and clinical workflow technology to radiology groups and hospitals. On a trailing 12-month basis, it generated revenue of $157 million, EBITDA of $24 million and a net loss of $6 million.
Virtual Radiologic provides teleradiology services for hospitals, clinics, radiology practices and diagnostic imaging centers. On a trailing 12-month basis, VRAD generated revenue of $123 million, EBITDA of $20 million and net income of $8.4 million.
ANNOUNCEMENT DATE: September 27, 2010 PRICE: $170,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 1.08 PRICE/INCOME: 7.08
$6.50 per share in cash.
This purchase more than doubles the number of facilities in which the buyer operates. This acquisition comes five months after Virtual Radiologic was taken private by Providence Equity. The deal offers NHWK shareholders a 100% premium to the stock's prior-day price. The purchase price takes into account assumed debt, reduced by cash on hand and cash equivalents.
TARGET: NJ imaging centers ACQUIRER: RadNet, Inc.
LISTING: Private LISTING: NASDAQ: RDNT LOCATION: Englewood Cliffs, New Jersey CEO: Howard Berger PHONE: 310-445-2800 UNITS: 1510 Cotner Avenue FAX: 310-445-2980 REVENUE: $14,000,000 Los Angeles, California 90025 NET INCOME: WEB SITE: www.radnet.com
Progressive Health, LLC is selling five imaging centers in Northern New Jersey and a 50% interest in a sixth. They provide MRI, CT, ultrasound, mammography, x-ray and other imaging modalities. The centers are expected to generate $14 million in revenue.
RadNet provides diagnostic imaging services through outpatient imaging centers in six states. On a trailing 12-month basis, RDNT generated revenue of $528 million, EBITDA of $90 million and a net loss of $17 million.
ANNOUNCEMENT DATE: September 8, 2010 PRICE: $17,200,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 1.23 PRICE/INCOME:
$17.2 million in cash, warrant to purchase 200,000 shares of RDNT common stock.
The five centers to be wholly acquired are located in Englewood Cliffs, Union City, Hackensack, Bloomfield and Englewood. The center to be 50% acquired is in Rutherford. This deal gives the buyer a total of 17 imaging centers in the Garden State.
The Health Care M&A Report, Third Quarter 2010
77
TARGET: Peritoneal dialysis business ACQUIRER: Fresenius Medical Care
LISTING: Private LISTING: NYSE: FMS LOCATION: Stockholm, Sweden CEO: Ben Lipps PHONE: 49 0 6172 6090 UNITS: 4,000 (patients) Else-Kroener-Strasse 1 FAX: REVENUE: $60,000,000 Bad Homburg, Germany 61352 NET INCOME: WEB SITE: www.fmc-ag.com
Backed by Investor and EQT, Gambro is selling its worldwide peritoneal dialysis (PD) business, which provides dialysis in a home setting. Serving over 4,000 PD patients in over 25 countries, this business generates annual revenue of $60 million.
Fresenius Medical Care is the world's largest integrated provider of products and services for individuals with chronic kidney failure. For 2009, it generated revenue of $11.2 billion and EBIT of $1.8 billion.
ANNOUNCEMENT DATE: August 26, 2010 PRICE: $87,000,000 (approximate) PRICE PER UNIT: $21,750 TERMS: PRICE/REVENUE: 1.45 PRICE/INCOME:
Estimated.
This sale is a result of Gambro's decision to prioritize its hemodialysis investments and FMS's plan to expand its activities in the home care market, particularly in the European and Asia-Pacific markets. FMS currently serves 37,000 PD patients around the globe.
TARGET: Precision Diagnostic Services, Inc.
ACQUIRER: Continucare Corporation
LISTING: Private LISTING: AMEX: CNU LOCATION: North Dakota CEO: Richard C. Pfenniger PHONE: 305-500-2000 UNITS: 47 (centers) 7200 Corporate Center Drive FAX: 305-500-2080 REVENUE: Miami, Florida 33126 NET INCOME: WEB SITE: www.continucare.com
Precision Diagnostic Services operates 47 sleep diagnostic centers in eight states. SleepEasy Therapeutics provides continuous positive airway pressure devices and supplies at PDS centers.
Continucare Corp. provides primary care physician services on an outpatient basis. On a trailing 12-month basis, CNU generated revenue of $307 million, EBITDA of $37 million and net income of $21 million.
ANNOUNCEMENT DATE: September 27, 2010 PRICE: $10,696,550 (apportioned) PRICE PER UNIT: $227,586 TERMS: PRICE/REVENUE: PRICE/INCOME:
See below for details of apportionment. Purchase price includes potential earnonts.
This acquisition expands the buyer's Seredor Corporation sleep disorder subsidiary. This deal expands the company's presence in the upper Midwest where most of PDS's centers are located: 44 are hospital-based locations and three are independent company owned centers. This is one of three deals that CNU undertook to buy 58 centers for a combined purchase price of $13.2 million; that price has been apportioned here according to the number of centers in each deal.
The Health Care M&A Report, Third Quarter 2010
78
TARGET: Sleep diagnostic center operator
ACQUIRER: Continucare Corporation
LISTING: Private LISTING: AMEX: CNU LOCATION: South, Florida CEO: Richard C. Pfenniger PHONE: 305-500-2000 UNITS: 5 (centers) 7200 Corporate Center Drive FAX: 305-500-2080 REVENUE: Miami, Florida 33126 NET INCOME: WEB SITE: www.continucare.com
The target is an operator of five sleep diagnostic centers, based in South Florida.
Continucare Corp. provides primary care physician services on an outpatient basis. On a trailing 12-month basis, CNU generated revenue of $307 million, EBITDA of $37 million and net income of $21 million.
ANNOUNCEMENT DATE: August 31, 2010 PRICE: $1,137,900 (apportioned) PRICE PER UNIT: $227,580 TERMS: PRICE/REVENUE: PRICE/INCOME:
See below for details of apportionment.
This acquisition expands the buyer's Seredor Corporation sleep disorder subsidiary. This deal expands the company's presence in the South Florida market, which it entered in 2009 with the $200,000 acquisition of Sleep Disorder Solutions. This is one of three deals that CNU undertook to buy 58 centers for a combined purchase price of $13.2 million; that price has been apportioned here according to the number of centers in each deal.
TARGET: Tower Imaging ACQUIRER: Shelby Baptist Medical Center
LISTING: Private LISTING: Nonprofit LOCATION: Birmingham, Alabama CEO: Dan Thompson PHONE: 205-620-8100 UNITS: 1000 First Street North FAX: REVENUE: Alabaster, Alabama 35007 NET INCOME: WEB SITE: www.bhsala.com
Birmingham Radiological Group (BRG) is selling Tower Imaging, a diagnostic imaging services provider.
Part of Birmingham-based Baptist Health System, Shelby Baptist Medical Center is a 192-bed acute care facility.
ANNOUNCEMENT DATE: July 20, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition expands the buyer's diagnostic imaging capacity. Under terms of the agreement, BRG is to manage the outpatient diagnostic services of the hospital while Tower Imaging's employees are to be transitioned to Shelby Baptist.
The Health Care M&A Report, Third Quarter 2010
79
TARGET: United Sleep Diagnostics ACQUIRER: Continucare Corporation
LISTING: Private LISTING: AMEX: CNU LOCATION: Miami, Florida CEO: Richard C. Pfenniger PHONE: 305-500-2000 UNITS: 6 (centers) 7200 Corporate Center Drive FAX: 305-500-2080 REVENUE: Miami, Florida 33126 NET INCOME: WEB SITE: www.continucare.com
United Sleep Diagnostics operates three independent sleep disorder testing facilities and manages sleep centers at six hospitals in Miami-Dade, Broward and Palm Beach counties in Florida.
Continucare Corp. provides primary care physician services on an outpatient basis. On a trailing 12-month basis, CNU generated revenue of $307 million, EBITDA of $37 million and net income of $21 million.
ANNOUNCEMENT DATE: September 22, 2010 PRICE: $1,365,500 (apportioned) PRICE PER UNIT: $227,583 TERMS: PRICE/REVENUE: PRICE/INCOME:
See below for details of apportionment. Purchase price includes potential earnouts.
This acquisition expands the buyer's Seredor Corporation sleep disorder subsidiary. This deal expands the company's presence in Florida. This is one of three deals that CNU undertook to buy 58 centers for a combined purchase price of $13.2 million; that price has been apportioned here according to the number of centers in each deal.
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The Health Care M&A Report, Third Quarter 2010
85
TARGET: 28 Our House assisted living facilities
ACQUIRER: Keystone Senior, LLC
LISTING: Private LISTING: Private LOCATION: Wisconsin and, Minnesota CEO: Mark Burish PHONE: 608-819-2219 UNITS: 561 33 East Main Street FAX: 608-819-0666 REVENUE: Madison, Wisconsin 53701 NET INCOME: WEB SITE: www.milestoneSL.com
Milestone Senior Living is selling 28 *Our House* assisted living facilities with a combined total of 561 units. Located in Wisconsin and Minnesota, they were 98% occupied at the time of sale.
Keystone Senior is involved in the seniors housing business.
ANNOUNCEMENT DATE: September 30, 2010 PRICE: $60,500,000 PRICE PER UNIT: $107,843 TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
The largest facility in this portfolio is 42 units; the smallest, 18. The license is for 572 beds. All are branded under the *Our House* name. Red Mortgage Capital arranged $50,967,300 in HUD financing for 27 of the 28 properties. Senior Care Realty represented the seller while Dynamic Healthcare represented the buyer.
TARGET: Brighton Gardens of Cherry Hill
ACQUIRER: HCP, Inc.
LISTING: Nonprofit LISTING: NYSE: HCP LOCATION: Cherry Hill, New Jersey CEO: James F. Flaherty III PHONE: 562-733-5100 UNITS: 110 3760 Kilroy Airport Way FAX: 562-733-5200 REVENUE: $4,970,000 Long Beach, California 90806 NET INCOME: $1,230,000 (EBITDA) WEB SITE: www.hcpi.com
An Indiana-based not-for-profit is selling Brighton Gardens of Cherry Hill, a 110-unit assisted living facility with 88 assisted living and 22 Alzheimer's units. Built in 1988, it was 84% occupied at the time of sale.
HCP operates as a real estate investment trust focused on the seniors housing industry. On a trailing 12-month basis, it generated revenue of $1.2 billion, EBITDA of $910 million and net income of $124 million.
ANNOUNCEMENT DATE: September 30, 2010 PRICE: $14,750,000 PRICE PER UNIT: $134,091 TERMS: PRICE/REVENUE: 2.97 PRICE/INCOME: 11.99
Not disclosed
The not-for-profit seller owned this facility with Sunrise Senior Living as manager. HCP will now own the facility and Emeritus will manage it. The building is a three-story structure situated on 5.8 acres. Marcus & Millichap represented the seller in this deal.
The Health Care M&A Report, Third Quarter 2010
86
TARGET: Chancellor Place ACQUIRER: Pacifica Companies
LISTING: Private LISTING: Private LOCATION: Chino Hills, California CEO: Deepak Israni PHONE: 619-296-9000 UNITS: 76 1785 Hancock Street FAX: 619-296-9090 REVENUE: $2,050,000 San Diego, California 92110 NET INCOME: $250,000 (EBITDA) WEB SITE: www.pacificacompanies.com
Sunwest Management is selling Chancellor Place, a 76-unit assisted living facility. Built in 2001 on 1.9 acres, it was 64% occupied at the time of sale.
Pacifica Companies is an integrated real estate developer, owner, investor and investment manager.
ANNOUNCEMENT DATE: July 16, 2010 PRICE: $6,550,000 PRICE PER UNIT: $86,184 TERMS: PRICE/REVENUE: 3.2 PRICE/INCOME: 26.2
In bankruptcy proceedings. Buyer paid cash and will refinance when the property is stabilized.
Chancellor Healthcare sold this facility to Sunwest in December 2006, but due to licensing issues between Sunwest and the state of California, Chancellor stayed on as a third-party manager in a quasi leaseback arrangement. Sunwest went bankrupt, precipitating this sale. It will likely take six months to get the license and, conservatively, eight to twelve months to fill the facility. Our pro forma estimate is that, upon stabilization, revenue and EBITDA will be $3.25 million and $1.0 million, respectively. CB Richard Ellis represented the seller in this transaction.
TARGET: Emeritus at Laurelwood ACQUIRER: Platinum Health Care, LLC
LISTING: NYSE: ESC LISTING: Private LOCATION: Dayton, Ohio CEO: Ben Klein PHONE: 847-329-4100 UNITS: 114 7444 North Long Avenue FAX: 847-329-7652 REVENUE: $3,300,000 (annualized) Skokie, Illinois 60077 NET INCOME: $375,000 (EBITDA) WEB SITE: www.platinumhc.net
Emeritus Senior Living is selling Emeritus at Laurelwood, a 114-unit assisted living facility. It has 94 assisted living and 20 Alzheimer's units. Built in 1994 on 4.1 acres of land, it was 70% occupied at the time of sale.
Platinum Health Care provides a full range of back office functionality on a contractual basis to senior housing communities.
ANNOUNCEMENT DATE: July 1, 2010 PRICE: $4,000,000 PRICE PER UNIT: $35,088 TERMS: PRICE/REVENUE: 1.21 PRICE/INCOME: 10.67
Not disclosed
The property is a three-story building that had some occupancy issues. Of the 94 assisted living units, nine are semi-private, 82 are studios and three are one-bedroom units licensed for a total of 103 beds. Of the 20 Alzheimer's units, 11 are semi-private and nine are studios; they are licensed for a total of 31 beds.
The Health Care M&A Report, Third Quarter 2010
87
TARGET: Ennoble Manor Care Center
ACQUIRER: Covenant Care California, LLC
LISTING: Private LISTING: Private LOCATION: Dubuque, Iowa CEO: Robert Levin PHONE: 949-349-1201 UNITS: 102 27071 Aliso Creek Road FAX: 949-496-1900 REVENUE: $3,400,000 Aliso Viejo, California 92656 NET INCOME: $25,000 (EBITDA) WEB SITE: www.covenantcare.com
A local investor group is selling Ennoble Manor Care Center, a 102-bed skilled nursing facility. Built in 1976 on 2.3 acres, the facility was 66% occupied at the time of sale. The census was 66% Medicaid, 28% private pay and 6% Medicare.
Covenant Care operates senior care facilities, including skilled nursing and retirement centers.
ANNOUNCEMENT DATE: August 2, 2010 PRICE: $2,500,000 PRICE PER UNIT: $24,510 TERMS: PRICE/REVENUE: 0.74 PRICE/INCOME: 100
Not disclosed
The seller is a local group of investors with no other health care asset than the nursing home; consequently, they lacked the specialist expertise to improve census, particularly on the Medicare side. The buyer plans to offer new therapy programs as part of the drive to increase Medicare census. It is anticipated that once census improves, EBITDA should grow to $400,000. Senior Living Investment Brokerage facilitated this transaction.
TARGET: Fair Oaks Rehab & Health Care Center
ACQUIRER: The Tutera Group
LISTING: Nonprofit LISTING: Private LOCATION: South Beloit, Illinois CEO: PHONE: 816-444-0900 UNITS: 78 (beds) 7611 State Line Road FAX: 816-822-0081 REVENUE: $4,590,000 Kansas City, Missouri 64114 NET INCOME: $380,000 (EBITDA) WEB SITE: www.tutera.com
MidWest Care Centers is selling Fair Oaks Rehab & Health Care Center, a 78-bed skilled nursing facility. Built in 1972 on three acres, the facility was 88% occupied at the time of sale. Census was 71% Medicaid, 15% private pay and 14% Medicare.
The Tutera Group is a diversified health care and retirement living company providing development and management services to the industry.
ANNOUNCEMENT DATE: July 1, 2010 PRICE: $3,195,506 PRICE PER UNIT: $40,968 TERMS: PRICE/REVENUE: 0.7 PRICE/INCOME: 8.41
Not disclosed
This is one of two skilled nursing facilities the buyer bought from the seller; the other is located in Effingham, Illinois. The facility includes 39 semi-private rooms. Renovations were completed in 2008. Marcus & Millichap represented the seller in these two deals.
The Health Care M&A Report, Third Quarter 2010
88
TARGET: Four Highgate SNFs ACQUIRER: Oasis Health Care
LISTING: Private LISTING: Private LOCATION: Niskayuna, New York CEO: PHONE: UNITS: 500 (beds) FAX: REVENUE: Long Island, New York NET INCOME: WEB SITE:
The portfolio of skilled nursing facilities includes Northwoods at Hilltop in Niskayuna, Northwoods at Rosewood Gardens in East Greenbush, Northwoods at Troy and Northwoods at Cortland. Overall occupancy was 85% at the time of sale.
Oasis Health Care is involved in the seniors housing and care industry.
ANNOUNCEMENT DATE: September 16, 2010 PRICE: $22,700,000 PRICE PER UNIT: $45,400 TERMS: PRICE/REVENUE: PRICE/INCOME:
In bankruptcy proceedings.
The four properties were formerly operated by Highgate Management, LLC, which filed for bankruptcy in November 2007; they were put into receivership under Long Hill Alliance Co. Marcus & Millichap organized the sale.
TARGET: Four Nebraska nursing homes
ACQUIRER: Deseret Health Group
LISTING: AMEX: FVE LISTING: Private LOCATION: Ainsworth, Nebraska CEO: Garrett Robertson PHONE: 801-295-5105 UNITS: 214 (beds) 500 North Market Place Drive FAX: 801-382-1098 REVENUE: $6,725,000 Centerville, Utah 84101 NET INCOME: WEB SITE: www.deserethealth.com
Five Star Quality Care is selling four nursing homes in Nebraska. Located in Ainsworth, Edgar, Exeter and Lyons, they have a combined total of 214 beds. Built on average in 1985, they were 65% occupied at the time of sale. Census was 62% Medicaid, 32% private pay.
Deseret Health Group operates seniors housing facilities in Nebraska and Kansas.
ANNOUNCEMENT DATE: August 4, 2010 PRICE: $1,450,000 PRICE PER UNIT: $6,776 TERMS: PRICE/REVENUE: 0.22 PRICE/INCOME:
Not disclosed
In the most recent financial years, these facilities generated a loss of $825,000 on revenue of $6,725,000. These four facilities were small and difficult for a large company to operate. The buyer will try to increase Medicare census to build revenue and to curtail employee benefits to bring costs down. Senior Living Investment Brokerage handled this transaction. This deal closed August 2, 2010.
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TARGET: Huntington Place ACQUIRER: Five Star Quality Care
LISTING: Private LISTING: AMEX: FVE LOCATION: Janesville, Wisconsin CEO: Bruce J. Mackey PHONE: 617-796-8387 UNITS: 110 400 Centre Street FAX: 617-796-8385 REVENUE: $3,975,000 Newton, Massachusetts 2458 NET INCOME: $1,300,000 (EBITDA) WEB SITE: www.5sqc.com
A local developer is selling Huntington Place, a 110-unit assisted living facility with 48 assisted living, 35 independent living and 27 memory care units. Built on average in 2001, it was 98% occupied at the time of sale.
Five Star Quality Care operates senior care facilities. On a trailing 12-month basis, FVE generated revenue of $1.1 billion, EBITDA of $39 million and net income of $14 million.
ANNOUNCEMENT DATE: August 1, 2010 PRICE: $14,700,000 PRICE PER UNIT: $133,636 TERMS: PRICE/REVENUE: 3.7 PRICE/INCOME: 11.31
Not disclosed
This retirement community consists of three buildings on a campus, which were built in stages in 1999, 2001, 2003 and 2009. The assisted living and memory care units run at 100% occupancy; the independent living units at just above 90%.
TARGET: Lakeland Rehab & Health Center
ACQUIRER: The Tutera Group
LISTING: Nonprofit LISTING: Private LOCATION: Effingham, Illinois CEO: PHONE: 816-444-0900 UNITS: 127 (beds) 7611 State Line Road FAX: 816-822-0081 REVENUE: $6,570,000 Kansas City, Missouri 64114 NET INCOME: $830,000 (EBITDA) WEB SITE: www.tutera.com
MidWest Care Centers is selling Lakeland Rehab & Health Center, a 127-bed skilled nursing facility. Built in 1971 on 1.2 acres, the facility was 87% occupied at the time of sale. Census was 48% Medicaid, 35% private pay and 17% Medicare.
The Tutera Group is a diversified health care and retirement living company providing development and management services to the industry.
ANNOUNCEMENT DATE: July 1, 2010 PRICE: $6,537,558 PRICE PER UNIT: $51,477 TERMS: PRICE/REVENUE: 1 PRICE/INCOME: 7.88
Not disclosed
This is one of two skilled nursing facilities the buyer bought from the seller; the other is located in South Beloit, Illinois. The property includes a one-story building with 56 semi-private and 15 private rooms. Tutera had been managing the facility before buying it. Marcus & Millichap represented the seller in these two deals.
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TARGET: Northridge Pines Assisted Living Facility
ACQUIRER: Not disclosed
LISTING: Nonprofit LISTING: Private LOCATION: Calumet, Michigan CEO: PHONE: UNITS: 21 FAX: REVENUE: $497,000 (2009) Michigan NET INCOME: WEB SITE:
Aspirus Keweenaw Hospital is selling Northridge Pines Assisted Living Facility, a 21-unit assisted living facility with a capacity for 29 residents. Built in 2000, it was 100% occupied at the time of sale.
The identity of the buyer was not disclosed.
ANNOUNCEMENT DATE: August 25, 2010 PRICE: $875,000 PRICE PER UNIT: $41,667 TERMS: PRICE/REVENUE: 1.76 PRICE/INCOME:
Not disclosed
This small property was well run from a care perspective, but costs were out of hand. In 2009 it generated revenue of $497,000 but had operating expenses of $695,000. The buyer hopes to increase rates, control expenses and eventually add more units. Senio
TARGET: Park Place ACQUIRER: Regional owner
LISTING: Private LISTING: Private LOCATION: Spartansburg, South Carolina CEO: PHONE: UNITS: 99 (beds) FAX: REVENUE: $1,475,000 NET INCOME: WEB SITE:
Sunwest Management is selling Park Place, an 87-unit assisted living facility that is licensed for 99 beds. Built in 1999 on 9 acres, it was 50% occupied at the time of sale, including 33 assisted living and 11 dementia care residents.
The buyer is a regional owner of seniors living properties.
ANNOUNCEMENT DATE: July 22, 2010 PRICE: $4,950,000 PRICE PER UNIT: $50,000 TERMS: PRICE/REVENUE: 3.36 PRICE/INCOME:
Pursuant to Sunwest Management bankruptcy reorganization.
The two-story building was developed by the former Manorhouse Retirement Communities and sold to Sunwest in 2005 for about $6 million. At 90% stabilization, revenue and EBITDA should grow to $2.7 million and $675,000, respectively. Financing was completed with a Georgia-based bank with a guarantee from the U.S. Department of Agriculture. The buyer was represented by Marcus & Millichap in this transaction.
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TARGET: Six skilled nursing facilities ACQUIRER: Radius Management Services, Inc.
LISTING: NYSE: HCN LISTING: Private LOCATION: Toledo, Ohio CEO: Christine Bassett PHONE: 508-879-4050 UNITS: 864 (beds) 144 Turnpike Road FAX: 508-879-1534 REVENUE: Southborough, Massachusetts 1772 NET INCOME: WEB SITE: www.radiusmanagement.com
Health Care REIT, Inc. is selling six skilled nursing facilities in Massachusetts which have 837 skilled beds and 27 assisted living units.
Radius Management Services is involved in the seniors housing and care business. It operates a network of 14 facilities in Massachusetts, Rhode Island and Maine.
ANNOUNCEMENT DATE: September 28, 2010 PRICE: $88,500,000 PRICE PER UNIT: $103,630 TERMS: PRICE/REVENUE: PRICE/INCOME:
The buyer was able to assume a $5.4 million HUD loan.
Radius had been leasing these six facilities and, in the past four years, had invested $22.7 million in capital expenditures on them. Radius funded the purchase with $72.3 million of HUD debt with an all-in cost under 5% through Sims Mortgage Funding, $11.3 million of subordinates bonds sold privately through Herbert J. Sims and the rest equity.
TARGET: The Cedars at JCA ACQUIRER: MO 13190 South Outer Road
LISTING: Nonprofit LISTING: Private LOCATION: Chesterfield, Missouri CEO: PHONE: UNITS: 252 (beds) FAX: REVENUE: NET INCOME: WEB SITE:
The Jewish Center for The Aged (JCA) is transitioning ownership of The Cedars at JCA, a 252-bed skilled nursing facility build in 2003 on a 25-acre site. It currently has 170 residents, 62 of whom receive Medicaid.
MO 13190 South Outer Road is a Delaware-based limited liability company and an affiliate of Lehman Brothers Holdings.
ANNOUNCEMENT DATE: July 26, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
Low occupancy, a low census of Jewish patients and the threat of losing its status as a Medicaid and Medicare provider made it difficult for the previous owner to continue holding the property. Accordingly, the decision was made to sell the property. The JCA will continue to own an adjacent eight-acre lot as well as retain some of the facility's endowment funds. Traditions Management, based in Burnsville, Minnesota, will continue to operate the facility.
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TARGET: The Firs ACQUIRER: MBK Senior Living, LLC
LISTING: Private LISTING: Private LOCATION: Olympia, Washington CEO: Terry Howard PHONE: 949-242-1410 UNITS: 135 36 Discovery, Ste. 100 FAX: 949-242-1401 REVENUE: $3,125,000 Irvine, California 92618 NET INCOME: $1,440,000 (EBITDA) WEB SITE: www.mbk.com
An affiliate of Prudential is selling The Firs, a 135-unit independent living facility. It has 61 studios, 58 one-bedrooms and 16 two-bedrooms. Built on 3.3 acres, it was 85% occupied at the time of sale.
Owned by MBK Real Estate, MBK Senior Living acquires and develops senior living assets.
ANNOUNCEMENT DATE: July 30, 2010 PRICE: $16,000,000 Not disclosed PRICE PER UNIT: $118,520 TERMS: PRICE/REVENUE: 5.12 PRICE/INCOME: 11.11
Not disclosed
The buyer plans to convert up to 40 units to assisted living, which will help bring up occupancy. When that is completed, pro forma EBITDA could be between $1.6 million and $1.7 million. MBK now owns and/or operates three communities in Washington with mo
TARGET: The Pavilion Senior Residence
ACQUIRER: The Eliot Management Group
LISTING: Private LISTING: Private LOCATION: Catskill, New York CEO: Neil Zelman PHONE: 518-943-7100 UNITS: 74 FAX: REVENUE: $1,750,000 Airmont, New York NET INCOME: $260,000 (EBITDA) WEB SITE: www.theeliotgroup.com
A local physician is selling The Pavilion Senior Residence, a 74-unit assisted living facility that is licensed for 99 beds. Built in 1980 on five acres, it was 65% occupied at the time of sale.
The Eliot Management Group is involved in the seniors housing industry.
ANNOUNCEMENT DATE: August 20, 2010 PRICE: $2,975,000 PRICE PER UNIT: $40,203 TERMS: PRICE/REVENUE: 1.7 PRICE/INCOME: 11.44
Not disclosed
The buyer plans to convert up to 40 units to assisted living, which will help bring up occupancy. When that is completed, pro forma EBITDA could be between $1.6 million and $1.7 million. MBK now owns and/or operates three communities in Washington with more than 400 units.
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TARGET: The Terrace at Mountain Creek
ACQUIRER: Not disclosed
LISTING: Private LISTING: Private LOCATION: Chattanooga, Tennessee CEO: PHONE: UNITS: 116 FAX: REVENUE: $3,507,000 Florida NET INCOME: $808,000 (EBITDA) WEB SITE:
The Wilkinson Group is selling The Terrace at Mountain Creek, a 116-unit assisted living facility with 59 assisted living, 42 independent living and 15 memory care units. Built in 1985 on 12 acres, it was 97% occupied at the time of sale.
The buyer is a real estate company based in Florida.
ANNOUNCEMENT DATE: August 31, 2010 PRICE: $8,500,000 PRICE PER UNIT: $73,276 TERMS: PRICE/REVENUE: 2.42 PRICE/INCOME: 10.52
Not disclosed
Originally built in 1985, the property had renovations completed in 2004. Wilkinson purchased the property in 2004. Senior Living Investment Brokerage facilitated this transaction.
TARGET: The Wyndmoor ACQUIRER: Magnolia Health System
LISTING: Private LISTING: Private LOCATION: Terre Haute, Indiana CEO: Stuart Reed PHONE: 317-818-1240 UNITS: 77 9455 Delegates Row FAX: REVENUE: $1,650,000 Indianapolis, Indiana 46240 NET INCOME: $580,000 (EBITDA) WEB SITE:
Sunwest Management is selling The Wyndmoor, a 77-unit assisted living facility. Built in 2004, the facility was 77% occupied at the time of sale.
Magnolia Health System operates 26 senior care properties, mostly skilled nursing facilities, in Indiana.
ANNOUNCEMENT DATE: August 10, 2010 PRICE: $8,000,000 PRICE PER UNIT: $103,896 TERMS: PRICE/REVENUE: 4.85 PRICE/INCOME: 13.79
Sunwest Management in receivership.
Although built in 2004, the facility remained mostly closed until 2004 when it was sold and extensively renovated. The property was sold to Sunwest in 2007 for $7.35 million. Based on projections, including rent increases and continued fill up, revenue and EBITDA could reach $2.2 million and $900,000, respectively, by 2011. The new owner had been managing the facility as a receiver. Senior Living Investment Brokerage handled the sale.
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TARGET: Three assisted living facilities
ACQUIRER: Nationwide Health Properties, Inc.
LISTING: Private LISTING: NYSE: NHP LOCATION: Ocala, Florida CEO: Douglas M. Pasquale PHONE: 949-718-4400 UNITS: 127 610 Newport Center Drive FAX: 949-759-6876 REVENUE: $4,656,000 Newport Beach, California 92660 NET INCOME: $1,733,000 (EBITDA) WEB SITE: www.nhp-reit.com
Hampton Manor is selling three assisted living facilities in Ocala with a combined total of 127 units. Built on average in 1997, they were 96% occupied at the time of sale.
Nationwide Health Properties operates as a real estate investment trust that invests primarily in health care-related senior housing and long-term care facilities. On a trailing 12-month basis, NHP generated revenue of $414 million, EBITDA of $353 million
ANNOUNCEMENT DATE: August 23, 2010 PRICE: $15,100,000 PRICE PER UNIT: $118,898 TERMS: PRICE/REVENUE: 3.24 PRICE/INCOME: 8.71
Sale-leaseback
This portfolio represents three of the six assisted living facilities in Ocala that the seller owns. Two of the facilities has 42 units and the third has 43. Senior Living Investment Brokerage advised the seller in this transaction.
TARGET: Three assisted living facilities
ACQUIRER: National Health Investors
LISTING: Private LISTING: NYSE: NHI LOCATION: Olanthe, Kansas CEO: W. Andrew Adams PHONE: 615-890-9100 UNITS: 102 222 Robert Rose Drive FAX: 615-225-3030 REVENUE: Murfreesboro, Tennessee 37130 NET INCOME: WEB SITE: www.nhinvestors.com
Bickford Senior Living is selling three assisted living facilities with a total of 102 units. Two are in Iowa, one in Indiana. They were built in 1998 and 2005.
National Health Investors is a REIT that invests in health care properties, primarily in the seniors housing industry. On a trailing 12-month basis, it generated revenue of $69.98 million, EBITDA of $60.48 million and net income of $59.38 million.
ANNOUNCEMENT DATE: July 1, 2010 PRICE: $11,500,000 (approximate) PRICE PER UNIT: $112,745 TERMS: PRICE/REVENUE: PRICE/INCOME:
Sale-leaseback transaction. Term for 15 years at an initial amount of $1.035 million, along with annual fixed escalators.
On completion of this deal, Bickford now leases eight facilities from NHI under a master lease. The deal was undertaken in order to refinance the three facilities.
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TARGET: Three skilled nursing facilities
ACQUIRER: Kindred Healthcare Services, Inc.
LISTING: Private LISTING: NYSE: KND LOCATION: Dallas, Texas CEO: Paul Diaz PHONE: 502-596-7300 UNITS: 405 (beds) 680 S. Fourth Street FAX: 502-596-7499 REVENUE: $24,000,000 Louisville, Kentucky 40202 NET INCOME: $3,000,000 (EBITDA) WEB SITE: www.kindredhealthcare.com
The target is a portfolio of three nursing and rehabilitation centers in the Dallas-Fort Worth area that have a combined total of 405 beds.
KND provides health care services primarily for the elderly, operating long-term acute care hospitals and nursing homes, as well as providing ancillary services. On a trailing 12-month basis, KND generated revenue of $4.3 billion, EBITDA of $202 million and net income of $52 million.
ANNOUNCEMENT DATE: August 24, 2010 PRICE: $38,000,000 PRICE PER UNIT: $93,827 TERMS: PRICE/REVENUE: 1.58 PRICE/INCOME: 12.67
Cash
This acquisition expands the buyer's presence in the Dallas-Fort Worth area, where the company currently operates six hospitals. KND intends to develop two of these three nursing centers into transitional care centers, focused on short-term rehabilitation and medically complex patients, and add a transitional care unit to the third nursing center. Also, KND is acquiring the real estate associated with these centers but is not acquiring working capital or assuming any liabilities. This deal closed September 27, 2010.
TARGET: Two Arizona retirement communities
ACQUIRER: Senior Resource Group, LLC
LISTING: Private LISTING: Private LOCATION: Phoenix, Arizona CEO: Michael Grust PHONE: 858-792-9300 UNITS: 395 500 Stevens Ave. Suite 100 FAX: 858-314-1760 REVENUE: $5,600,000 Solana Beach, California 92075 NET INCOME: WEB SITE: www.srgseniorliving.com
M&I Marshall & Ilsley Bank are selling 190-unit La Siena in Phoenix and 205-unit Villa Hermosa in Tucson. They have a combined total of 315 independent living and 80 assisted living units. Built in 2008, they were 34% occupied at the time of sale.
Senior Resource Group is a developer and operator of senior care facilities.
ANNOUNCEMENT DATE: September 29, 2010 PRICE: $60,000,000 PRICE PER UNIT: $169,697 TERMS: PRICE/REVENUE: 10.71 PRICE/INCOME:
Sale out of bankruptcy.
La Siena opened in June 2008 at a cost of approximately $40 million while Villa Hermosa opened in October 2008 at a cost of $41 million. Both suffered from bad timing in the economy and housing market. The bank foreclosed on the developer, Opus West Corporation, after it went into bankruptcy. Stabilized revenue and EBITDA are expected to grow to $16.75 million and $7.5 billion by 2013. Vantage Pointe Capital Management and Advisory represented the seller in this deal.
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TARGET: Two skilled nursing facilities
ACQUIRER: Legend Healthcare
LISTING: NYSE: NHI LISTING: Private LOCATION: Murfreesboro, Tennessee CEO: Doug Preston PHONE: 210-564-0100 UNITS: 182 (beds) 608 Sandau FAX: 210-564-0157 REVENUE: San Antonio, Texas 78216 NET INCOME: WEB SITE: www.legendhc.com
National Health Investors is selling two skilled nursing facilities in Texas. Built in 1986 and 1990, they have a combined total of 182 beds.
Legend Healthcare operates a dozen senior care facilities in Texas.
ANNOUNCEMENT DATE: July 1, 2010 PRICE: $6,200,000 PRICE PER UNIT: $34,066 TERMS: PRICE/REVENUE: PRICE/INCOME:
Exercise of a purchase option.
Legend leased these two facilities from NHI in 2005, with an option to purchase them. NHI is deferring recognition of the gain on these two facilities by utilizing like-kind exchange rules.
TARGET: Vernon Hall Nursing Home ACQUIRER: Not disclosed
LISTING: Private LISTING: Private LOCATION: Cambridge, Massachusetts CEO: PHONE: UNITS: 83 (beds) FAX: REVENUE: $5,550,000 New York NET INCOME: $580,000 (EBITDA) WEB SITE:
A Boston-based family is selling Vernon Hall Nursing Home, an 83-bed skilled nursing facility. Built in 1972, at the time of sale it was 92% occupied. Census was 84% Medicaid, 10% private pay and 6% Medicare.
The buyer is a private, New York-based operator of seniors housing properties.
ANNOUNCEMENT DATE: September 21, 2010 PRICE: $4,500,000 PRICE PER UNIT: $54,217 TERMS: PRICE/REVENUE: 0.81 PRICE/INCOME: 7.76
Not disclosed
The target facility has three floors with three private rooms, 23 semiprivate rooms, six triples and four quads. The financial data above is an average of 2008 actual and six months 2009 annualized. Brookline Bank provided mortgage financing to the buyer, and had also been the seller's lender. Marcus & Millichap represented the seller in this transaction.
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TARGET: Waterfield Memory Care Community
ACQUIRER: Columbia Pacific Management
LISTING: Private LISTING: Private LOCATION: Las Vegas, Nevada CEO: Dan Baty PHONE: 206-728-9063 UNITS: 46 600 University St. FAX: REVENUE: $1,800,000 Seattle, Washington 98101 NET INCOME: $100,000 (EBITDA) WEB SITE:
Sunwest Management is selling Waterfield Memory Care Community, a 46-unit assisted living facility with 52 memory care beds. Built in 1999, it was 90% occupied at the time of sale. The census was 37% Medicaid and 63% private pay.
Columbia Pacific Management is involved in the seniors housing industry.
ANNOUNCEMENT DATE: August 2, 2010 PRICE: $2,850,000 PRICE PER UNIT: $61,957 TERMS: PRICE/REVENUE: 1.58 PRICE/INCOME: 28.5
Part of the reorganization of Sunwest Management.
Emeritus Senior Living, an affiliate of Columbia Pacific, will manage the property. It is estimated that if the Medicaid census can be transitioned to private pay, with its higher rates, pro forma revenue and EBITDA will be $2.25 million and $500,000, respectively. Senior Living Investment Brokerage handled this transaction.
TARGET: Weatherwood Carbon County Nursing Home
ACQUIRER: Regional operator
LISTING: Nonprofit LISTING: Private LOCATION: Weatherly, Pennsylvania CEO: PHONE: UNITS: 200 (beds) FAX: REVENUE: $12,425,000 Pennsylvania NET INCOME: WEB SITE:
Carbon County is selling Weatherwood, a 200-bed skilled nursing facility. Built in 1972 on 17.5 acres, the facility was 75% occupied at the time of sale. Census was 81% Medicaid, 11% private pay, 8% Medicare.
The buyer is a large regional operator based in Pennsylvania.
ANNOUNCEMENT DATE: July 1, 2010 PRICE: $11,050,000 PRICE PER UNIT: $55,250 TERMS: PRICE/REVENUE: 0.89 PRICE/INCOME:
Not disclosed
The target was a county-owned facility with low occupancy and above-market salaries and benefits. It lost $1.5 million in 2008 and $3.3 million in 2009 before any debt service. There are two buildings with two and three stories. It is assumed that, at 80% occupancy, revenue should be $13 million with a 10% operating margin producing EBITDA of $1.3 million and a price to EBITDA multiple of 8.5x. Marcus & Millichap represented the seller in this transaction.
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The Health Care M&A Report, Third Quarter 2010
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TARGET: Abri Health Plan ACQUIRER: Molina Healthcare, Inc.
LISTING: Private LISTING: NYSE: MOH LOCATION: West Allis, Wisconsin CEO: J. Mario Molina PHONE: 562-435-3666 UNITS: 200 Oceangate, Suite 100 FAX: 562-495-7770 REVENUE: Long Beach, California 90802 NET INCOME: WEB SITE: www.molinahealthcare.com
Abri Health Plans serves Medicaid beneficiaries in 23 counties in Wisconsin.
Molina Healthcare is an MCO that specializes in the Medicaid market and other programs for low-income families and individuals. On a trailing 12-month basis, MOH generated revenue of $3.8 billion, EBITDA of $80 million and net income of $29 million.
ANNOUNCEMENT DATE: July 19, 2010 PRICE: $16,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition marks the buyer's entry into Wisconsin. The acquisition is to be paid for with available cash or the company's credit facility. This deal closed September 1, 2010.
TARGET: Acclaris ACQUIRER: Investor group
LISTING: Private LISTING: Private LOCATION: Tampa, Florida CEO: Renny Smith PHONE: 781-487-2222 UNITS: 2,600,000 (members) 950 Winter Street, Suite 1701 FAX: 781-487-0033 REVENUE: Waltham, Massachusetts 2451 NET INCOME: WEB SITE: www.staleycapital.com
Acclaris is focused on consumer-driven health care (CDH) products and services, such as health savings accounts, health reimbursement arrangements and flexible spending accounts. Over 2.6 million employees, retirees and individuals use the company's products.
The investor group acquiring Acclaris includes Staley Capital, Trident Capital, HarbourVest Partners and Updata Venture Partners. Contact information is for Staley Capital.
ANNOUNCEMENT DATE: July 13, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This transaction should provide Acclaris with additional financial and management resources to grow its book of business. Acclaris's existing management team will stay on board. Through intuitive workflows and self-service access, Acclaris simplifies complex CDH requirements; it offers a seamless and scalable CDH platform for managing its products and services.
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TARGET: Bravo Health, Inc. ACQUIRER: HealthSpring, Inc.
LISTING: Private LISTING: NYSE: HS LOCATION: Baltimore, Maryland CEO: Herb Fritch PHONE: 615-291-7000 UNITS: 390,000 (members) 9009 Carothers Parkway FAX: 615-291-7011 REVENUE: $1,666,000,000 (annualized) Franklin, Tennessee 37067 NET INCOME: WEB SITE: www.myhealthspring.com
Bravo Health is a Medicare Advantage provider serving 100,000 members in six states; it also provides Medicare Part D coverage to 290,000 members in 43 states. For the first half of 2010, it generated premium revenue of $832.8 million.
HealthSpring is a managed care organization focused primarily on Medicare Advantage. It serves 189,000 Medicare members in six states. On a trailing 12-month basis, HS generated revenue of $2.9 billion, EBITDA of $319 million and net income of $171 million.
ANNOUNCEMENT DATE: August 27, 2010 PRICE: $545,000,000 (approximate) PRICE PER UNIT: $1,397 TERMS: PRICE/REVENUE: 0.33 PRICE/INCOME:
To be financed with cash and debt.
This transaction expands the buyer's Medicare Advantage coverage in six states, primarily Pennsylvania and the mid-Atlantic. The only state with overlapping coverage is Texas. HS has entered into a $750.0 million financing commitment with JPMorgan Chase Bank and certain other banks, which includes an amended $350.0 million credit facility and $400.0 million in new loans.
TARGET: Citrus Health Care assets ACQUIRER: Centene Corporation
LISTING: Private LISTING: NYSE: CNC LOCATION: Tampa, Florida CEO: Michael F. Neidorff PHONE: 314-725-4477 UNITS: 54,000 (members) 7700 Forsyth Blvd. FAX: 314-558-2428 REVENUE: $125,000,000 St. Louis, Missouri 63105 NET INCOME: WEB SITE: www.centene.com
Citrus Health Care is selling its Medicaid and Long-Term Care Diversion assets. Citrus serves 52,000 non-reform Medical members and 2,000 Long-Term Care Diversion members, primarily in the Tampa and Orlando markets.
CNC provides managed care programs and related services to those receiving benefits under Medicaid and certain other programs. On a trailing 12-month basis, CNC generated revenue of $4.3 billion, EBITDA of $214 million and net income of $90 million.
ANNOUNCEMENT DATE: August 10, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition was carried out by CNC subsidiary Sunshine State Health Plan, significantly expanding its market share in Florida.
The Health Care M&A Report, Third Quarter 2010
105
TARGET: Health Navigators, LLC ACQUIRER: Ovation Benefits Group
LISTING: Private LISTING: Private LOCATION: Atlanta, Georgia CEO: William Carew PHONE: 860-409-7200 UNITS: 5 Batterson Park Road FAX: 860-677-0612 REVENUE: Farmington, Connecticut 6032 NET INCOME: WEB SITE: www.ovationbenefits.com
Health Navigators works with employers to identify and intervene with high-risk employees to reduce health risks.
Ovation Benefits is a provider of employee benefits and cost containment services. It provides decision support tools, wellness initiatives and communications and support.
ANNOUNCEMENT DATE: September 21, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition expands the buyer's wellness initiatives program
TARGET: MultiPlan, Inc. ACQUIRER: Private equity investors
LISTING: Private LISTING: Private LOCATION: New York, New York CEO: PHONE: 44 20 7009 4800 UNITS: 40 Portman Square FAX: 44 20 7009 4899 REVENUE: London, England W1H 6DA NET INCOME: WEB SITE: www.bcpartners.com
The Carlyle Group and Welsh, Carson, Anderson & Stowe are selling Multiplan, a provider of health care cost management services through its preferred provider organization. It processes over 100 million medical claims each year.
BC Partners and Silver Lake, two private equity groups, are buying Multiplan. The contact information below is for BC Partners.
ANNOUNCEMENT DATE: July 9, 2010 PRICE: $3,100,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
MultiPlan's PPO has 5,000 hospitals, 115,000 ancillary care facilities and 625,000 health care practitioners. Bank of America Corp. will arrange about $650 million to $675 million of bonds to help pay for the purchase. MultiPlan has $1.39 billion of debt.
The Health Care M&A Report, Third Quarter 2010
106
TARGET: Vanbreda International, NV ACQUIRER: CIGNA Corp.
LISTING: Private LISTING: NYSE: CI LOCATION: Antwerp, Belgium CEO: David M. Cordani PHONE: 215-761-1000 UNITS: Two Liberty Place FAX: 215-761-5515 REVENUE: Philadelphia, Pennsylvania 19192 NET INCOME: WEB SITE: www.cigna.com
Vanbreda International is a provider of expatriate benefits, offering worldwide medical insurance and employee benefits to governmental and nongovernmental organizations.
A unit of Cigna Corp., Cigna HealthCare provides medical benefits plans, dental coverage, pharmacy benefits and other services. On a trailing 12-month basis, CI generated revenue of $19.7 billion, EBITDA of $2.2 billion and net income of $1.2 billion.
ANNOUNCEMENT DATE: August 31, 2010 PRICE: $410,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Cash
This acquisition raises to 700,000 the number of expatriate customers that CI serves worldwide. This gives the company a competitive advantage in dealing with multinational corporations, particularly those in Europe where Vanbreda is based. UBS Investment Bank provided Cigna with financial advice on this transaction.
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The Health Care M&A Report, Third Quarter 2010
111
TARGET: Allied Panels GmbH ACQUIRER: Celestica, Inc.
LISTING: Private LISTING: NYSE: CLS LOCATION: Frankenburg, Austria CEO: Craig H. Muhlhauser PHONE: 416-448-5800 UNITS: 844 Don Mills Road FAX: 416-448-2280 REVENUE: $54,000,000 Toronto, Ontario M3C 1V7 NET INCOME: WEB SITE: www.celestica.com
Allied Panels Entwicklungs-und Produktions Gmbh is a medical device manufacturer. It offers concept-to-full production solutions, with a core focus on diagnostic imaging products. The company generates annual revenue of $54.0 million.
Celestica provides electronics manufacturing services and solutions to OEMs in several sectors. On a trailing 12-month basis, it generated revenue of $6.3 billion, EBITDA of $256 million and net income of $50 million.
ANNOUNCEMENT DATE: July 27, 2010 PRICE: $22,900,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: 0.42 PRICE/INCOME:
$13.3 million base price. Purchase price is subject to adjustment for contingent consideration totaling up to Eur 7.1 million (approximately $9.6 million).
This acquisition significantly expands CLS's capabilities in the health care diagnostics and imaging market. This deal closed on August 30, 2010.
TARGET: Arizant ACQUIRER: 3M Company
LISTING: Private LISTING: NYSE: MMM LOCATION: Eden Prairie, Minnesota CEO: George W. Buckley PHONE: 651-733-1110 UNITS: 3-M Center FAX: 651-733-9973 REVENUE: St. Paul, Minnesota 55144 NET INCOME: WEB SITE: www.3m.com
Arizant manufactures special gowns for patients in operating rooms that can effectively control body temperature.
3M Company is a diversified technology company, operating in six segments. On a trailing 12-month basis, MMM generated revenue of $25.4 billion, EBITDA of $7 billion and net income of $3.9 billion.
ANNOUNCEMENT DATE: September 9, 2010 PRICE: $810,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Cash
This acquisition allows the buyer to enter the market for patient warming, which is believed to be a $1 billion market on a global basis.
The Health Care M&A Report, Third Quarter 2010
112
TARGET: Asthmatx, Inc. ACQUIRER: Boston Scientific Corporation
LISTING: Private LISTING: NYSE: BSX LOCATION: Sunnyvale, California CEO: J. Raymond Elloitt PHONE: 508-650-8000 UNITS: One Boston Scientific Place FAX: 508-650-8923 REVENUE: Natick, Massachusetts 1760 NET INCOME: WEB SITE: www.bostonscientific.com
Asthmatx manufactures products to treat severe asthma. Its Alair Bronchial Thermoplasty System is a catheter-based procedure performed under conscious sedation.
Boston Scientific Corp. develops, manufactures and markets interventional medical devices. On a trailing 12-month basis, BSX generated revenue of $8 billion, EBITDA of $1.9 billion and a net loss of $2.7 billion.
ANNOUNCEMENT DATE: September 20, 2010 PRICE: $443,500,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$193.5 million in upfront payment; up to $250 million in contingent payments based on revenue criteria through 2019.
The target's proprietary technology was approved by the U.S. FDA in April 2010; it is the only FDA-approved non-drug procedure for the treatment of asthma.
TARGET: AVID Medical, Inc. ACQUIRER: Medical Action Industries, Inc.
LISTING: Private LISTING: NASDAQ: MDCI LOCATION: Toano, Virginia CEO: Paul Meringolo PHONE: 631-231-4600 UNITS: 500 Expressway Drive South FAX: 631-231-3075 REVENUE: $136,000,000 Brentwood, New York 11717 NET INCOME: WEB SITE: www.medical-action.com
AVID Medical is a provider of custom procedure trays serving the health care industry. For the year ended March 31, 2010, the company generated revenue of $136.0 million.
Medical Action develops, manufactures, markets and distributes disposable surgical-related products. On a trailing 12-month basis, MDCI generated revenue of $286 million, EBITDA of $31 million and net income of $14.6 million.
ANNOUNCEMENT DATE: August 27, 2010 PRICE: $62,500,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: 0.46 PRICE/INCOME:
Cash. Excludes transaction costs.
This acquisition will help the buyer increase its ability to service health care providers in acute care facilities and outpatient surgery centers.
The Health Care M&A Report, Third Quarter 2010
113
TARGET: BioImagene, Inc. ACQUIRER: Roche Holding AG
LISTING: Private LISTING: VX: ROG LOCATION: Sunnyvale, California CEO: Severin Schwan PHONE: 41-61-688-1111 UNITS: Grenzacherstrasse 124 FAX: 41-61-691-9391 REVENUE: Basel, Switzerland CH-4070 NET INCOME: WEB SITE: www.roche.com
BioImagene is a digital pathology company that is engaged in products that create high-resolution, whole-slide digital images from glass microscope slides. It also provides software to view, analyze and manage tissue images using a computer.
Roche Holding AG is a global pharmaceutical company, with pharmaceuticals and diagnostic divisions. For the six months ended June 30, 2010, Roche generated revenue of CHF 24.6 billion and net income of CHF 5.6 billion.
ANNOUNCEMENT DATE: August 23, 2010 PRICE: $100,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
On a debt-free basis.
This bolt-on acquisition strengthens the buyer's cancer diagnostics business. BioImagene will become part of Roche's Ventana Medical Systems unit.
TARGET: Breast care business ACQUIRER: Devicor Medical Products, Inc.
LISTING: NYSE: JNJ LISTING: Private LOCATION: Sharonville, Ohio CEO: Ton Daulton PHONE: 262-857-9300 UNITS: 10505 Corporate Drive, Suite
207 FAX: 262-857-9302
REVENUE: Pleasant Prairie, Wisconsin 53158 NET INCOME: WEB SITE: www.devicormedical.com
Johnson & Johnson subsidiary Ethicon Endo-Surgery is selling its breast care business. It sells products to help diagnose breast cancer at early stages. The portfolio of products is sold in 50 countries.
A GTCR portfolio company, Devicor is focused on minimally invasive medical procedures. The initial concentration is on the vacuum-assisted breast biopsy market.
ANNOUNCEMENT DATE: July 12, 2010 PRICE: $324,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
The acquired business is to be known as Mammotome, and will be based in Sharonville, Ohio. This acquisition expands Devicor's expertise in minimally invasive devices for the breast care market.
The Health Care M&A Report, Third Quarter 2010
114
TARGET: Burton Medical Products ACQUIRER: Royal Philips Electronics
LISTING: Private LISTING: NYSE: PHG LOCATION: Chatsworth, California CEO: Gerard Kleisterlee PHONE: 31 20 59 77 777 UNITS: Breitner Center, Amstelplein 2 FAX: 31 20 59 77 070 REVENUE: Amsterdam, Netherlands 1096 BC NET INCOME: WEB SITE: www.philips.com
Norwegian industrial group Glamox ASA is selling Burton Medical Products, a provider of specialized lighting products for health care facilities. Burton designs, manufactures and distributes exam, diagnostic and minor surgery lighting equipment.
PHG is a global conglomerate operating in consumer products, components, semiconductors, information technology, lighting, professional products, among others. On a trailing 12-month basis, PHG generated revenue of $32 billion and EBITDA of $4.1 billion.
ANNOUNCEMENT DATE: August 20, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
Under terms of the deal, Burton Medical Products is to become part of the Professional Luminaires business group of Philips Lighting.
TARGET: CardioMEMS ACQUIRER: St. Jude Medical, Inc.
LISTING: Private LISTING: NYSE: STJ LOCATION: Atlanta, Georgia CEO: Daniel J. Starks PHONE: 651-483-2000 UNITS: One St. Jude Medical Drive FAX: 651-756-3301 REVENUE: St. Paul, Minnesota 55117 NET INCOME: WEB SITE: www.sjm.com
CardioMEMS is a manufacturer of cardiovascular devices. It develops implantable wireless technology that can be used to monitor heart-failure patients.
St. Jude Medical designs, manufactures and markets medical devices primarily for cardiac care. On a trailing 12-month basis, STJ generated revenue of $4.8 billion, EBITDA of $1.5 billion and net income of $815 million.
ANNOUNCEMENT DATE: September 7, 2010 PRICE: $435,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$60 million to acquire a 19% interest. Option to buy remainder of company for $375 million.
Under terms of the deal, STJ's purchase of the remainder of CardioMEMS depends on that companyÆs completion of certain commercialization milestones. This gives the buyer access to a technology which, in studies, has been shown to reduce by 30% the number of heart-failure-related hospitalizations within the first six months of implantation. BofA Merrill Lynch is acting as financial advisor to STJ while J.P. Morgan Securities LLC is acting as financial advisor to CardioMEMS.
The Health Care M&A Report, Third Quarter 2010
115
TARGET: CDP Medical ACQUIRER: Royal Philips Electronics
LISTING: Private LISTING: NYSE: PHG LOCATION: Petah Tikva, Israel CEO: Gerard Kleisterlee PHONE: 31 20 59 77 777 UNITS: Breitner Center, Amstelplein 2 FAX: 31 20 59 77 070 REVENUE: Amsterdam, Netherlands 1096 BC NET INCOME: WEB SITE: www.philips.com
Medtechnica is selling CDP Medical, a software developer focused on PACS system. It has close to 300 hospital and clinic installations globally.
PHG is a global conglomerate operating in consumer products, components, semiconductors, information technology, lighting, professional products, among others. On a trailing 12-month basis, PHG generated revenue of $34.5 billion and EBITDA of $4.4 billion
ANNOUNCEMENT DATE: August 2, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This deal is being carried out by PHG subsidiary Philips Healthcare, based in Andover, Massachusetts. This acquisition complements PHG's iSite PACS software, and will allow the business to expand in certain markets, particularly Latin America. CDP is to become part of the patient Care and Clinical Informatics business of Philips Healthcare.
TARGET: Colburn Instruments ACQUIRER: Harvard Bioscience, Inc.
LISTING: Private LISTING: NASDAQ: HBIO LOCATION: Whitehall, Pennsylvania CEO: Chane Graziano PHONE: 508-893-8999 UNITS: 84 October Hill Road FAX: 508-429-5732 REVENUE: $4,000,000 Holliston, Massachusetts 1746 NET INCOME: WEB SITE: www.harvardbioscience.com
Colburn Instruments manufactures behavioral measurement products. It has a strong focus on systems for assessing learning and memory utilized in research laboratories. The business generates annual revenue of approximately $4.0 million.
Harvard Bioscience provides research-enabling tools for drug discovery research at pharmaceutical and biotechnology companies. On a trailing 12-month basis, HBIO generated $101 million in revenue, $14 million in EBITDA and $9 million in net income.
ANNOUNCEMENT DATE: August 23, 2010 PRICE: $4,600,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: 1.15 PRICE/INCOME:
Asset purchase
This acquisition adds to the buyer's portfolio of medical device manufacturers. HBIO funded the acquisition from its existing cash balances and borrowings under its credit facility.
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TARGET: ConTIPI, Ltd. ACQUIRER: Procter & Gamble Co.
LISTING: Private LISTING: NYSE: PG LOCATION: Caesarea, Israel CEO: Robert A. McDonald PHONE: 513-983-1100 UNITS: One Procter & Gamble Plaza FAX: 513-983-4381 REVENUE: Cincinnati, Ohio 45201 NET INCOME: WEB SITE: www.pg.com
ConTIPI is a developer of disposable inserts to prevent urinary incontinence in women. Its products provide a discrete, comfortable, hygienic and odorless solution for women suffering from mild to moderate stress urinary incontinence.
The Procter & Gamble Company provides consumer packaged goods in the United States and internationally. On a trailing 12-month basis, PG generated revenue of $79 billion, EBITDA of $19 billion and net income of $11 billion.
ANNOUNCEMENT DATE: September 16, 2010 PRICE: $100,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$50 million in an upfront payment. Up to $50 million in milestone payments.
The target will be part of PG's Health and Well-Being business unit, which includes feminine care products. The products are used as nonsurgical alternatives for treating mild to moderate stress urinary incontinence. ConTIPI, which is expected to begin marketing its inserts in 2011, signed a cooperation agreement with PG in 2007. Clinical results from the first ConTIPI product have been promising and the Company is now preparing to apply for an FDA approval and CE-Mark.
TARGET: Contract manufacturing business
ACQUIRER: Sparton Corporation
LISTING: Private LISTING: NYSE: SPA LOCATION: Frederick, Colorado CEO: Cary B. Wood PHONE: 800-772-7866 UNITS: 425 North Martingale Road FAX: REVENUE: $32,000,000 Schaumburg, Illinois 60173 NET INCOME: WEB SITE: www.sparton.com
Delphi Medical Systems, LLC is selling its contract manufacturing business. Delphi manufactures OEM medical devices for the therapeutic device market, including blood separation equipment, spinal surgery products and 3-D eye mapping devices.
Sparton Corp. offers electronic manufacturing services. On a trailing 12-month basis, the company generated revenue of $193 million, EBITDA of $6.7 million and a net loss of $3.5 million.
ANNOUNCEMENT DATE: July 12, 2010 PRICE: $8,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: 0.25 PRICE/INCOME:
All-cash transaction.
This acquisition expands SPA's operations into the therapeutic devices market, and diversifies the company's customer base. The deal is to be funded through SPA's existing cash reserves.
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TARGET: Cyto Pulse Sciences, Inc. ACQUIRER: Cellectis
LISTING: Private LISTING: Alternet: ALCLS LOCATION: Glen Burnie, Maryland CEO: Andre Choulika PHONE: 330 1 41 83 99 00 UNITS: 102 Route de Noisy FAX: REVENUE: Romainville, France 93235 NET INCOME: WEB SITE: www.cellectis.com
Cyto Pulse Sciences specializes in developing, manufacturing and commercializing electroporation technology and equipment. Electroporation allows molecules such as meganucleases to enter any type of cell.
Cellectis is engaged in genome engineering through the development of innovative tools, meganucleases. These tools enable targeted modifications to DNA, with applications in the research, therapeutic and biomanufacturing sectors.
ANNOUNCEMENT DATE: September 9, 2010 PRICE: $2,200,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Cash
This acquisition gives the buyer a technology that complements its existing meganuclease platform.
TARGET: Cytosol Laboratories, Inc. ACQUIRER: Biomet, Inc.
LISTING: Private LISTING: Private LOCATION: Braintree, Massachusetts CEO: Jeff Binder PHONE: 574-267-6639 UNITS: 56 East Bell Drive FAX: 574-267-8137 REVENUE: Warsaw, Indiana 46581 NET INCOME: WEB SITE: www.biomet.com
Cytosol Laboratories is involved in the production of small volume anticoagulants and other products that aid the processing of blood components.
Backed by private equity, Biomet is involved with products used primarily by musculoskeletal medical specialists in surgical and nonsurgical therapy. It generates annual revenue of $2.5 billion.
ANNOUNCEMENT DATE: July 16, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition solidifies a critical supply component that is utilized by the buyer's platelet separation systems and platelet concentration system.
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TARGET: DCL Laboratories, LLC ACQUIRER: Laboratory Corp. of America Holdings
LISTING: Private LISTING: NYSE: LH LOCATION: St. Louis, Missouri CEO: David P. King PHONE: 336-229-1127 UNITS: 358 South Main Street FAX: 336-513-4510 REVENUE: Burlington, North Carolina 27215 NET INCOME: WEB SITE: www.labcorp.com
Thompson Street Capital Partners is selling DCL Laboratories, a provider of diagnostic and clinical trial testing services. Specializing in women's health, DCL provides anatomic pathology as well as clinical trial testing services.
LH is a clinical laboratory company that offers a broad range of testing services through 24 testing facilities and 1,200 service sites. On a 12-month trailing basis, LH generated revenue of $4.8 billion, EBITDA of $1.1 billion and net income of $561 million.
ANNOUNCEMENT DATE: July 13, 2010 PRICE: $44,800,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
Thompson Street first acquired DCL from its founders in 2007 to grow the business. With this acquisition, DCL joins LH's national network of 38 primary testing locations. Lazard Middle Market provided DCL with advice on this transaction.
TARGET: Endotine systems ACQUIRER: MicroAire Surgical Instruments
LISTING: Private LISTING: Private LOCATION: Palo Alto, California CEO: PHONE: 800-722-0822 UNITS: 1641 Edlich Drive FAX: 800-648-4309 REVENUE: Charlottesville, Virginia 22911 NET INCOME: WEB SITE: www.microaire.com
Coapt Systems is selling the Endotine bioabsorbable, multi-point, soft-tissue fixation system for facial esthetic surgery. The system uses tines rather than sutures to join soft tissue to bone or to other soft tissue.
MicroAire designs, manufactures and distributes surgical products in three areas: orthopedic power instruments, endoscopic soft tissue release and esthetic plastic surgery.
ANNOUNCEMENT DATE: August 19, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition provides the buyer with a fixation system whose component tines circumvent the tissue strain that is associated with sutures. Further, since the product is bioabsorbable, there is no need for a secondary procedure to remove the implants.
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TARGET: Gaymar Industries ACQUIRER: Stryker Corporation
LISTING: Private LISTING: NYSE: SYK LOCATION: Orchard Park, New York CEO: Stephen P.
MacMillan PHONE: 616-385-2600
UNITS: 2825 Airview Blvd FAX: 616-385-1062 REVENUE: $77,000,000 Kalamazoo, Michigan 49002 NET INCOME: WEB SITE: www.stryker.com
Nautic Partners and Northwest Equity Partners are selling Gaymar Industries, a company that manufactures therapeutic mattresses and temperature-management products. In 2009, the company generated revenue of $77 million.
Stryker develops, manufactures and markets specialty orthopedic implants, surgical instruments and patient care equipment, among others. On a trailing 12-month basis, SYK generated revenue of $6.6 billion, EBITDA of $1.9 billion and net income of $1.1 mil
ANNOUNCEMENT DATE: August 25, 2010 PRICE: $150,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: 1.95 PRICE/INCOME:
All-cash transaction.
The two parties to this deal have had a prior relationship: Stryker has sold some of Gaymar's products.
TARGET: Healthcare Waste Solutions ACQUIRER: Stericycle, Inc.
LISTING: Private LISTING: NASDAQ: SRCL LOCATION: Cincinnati, Ohio CEO: Mark C. Miller PHONE: 847-367-5910 UNITS: 28161 North Keith Drive FAX: 847-367-9493 REVENUE: Lake Forest, Illinois 60045 NET INCOME: WEB SITE: www.stericycle.com
Altaris Capital Partners, LLC is selling Healthcare Waste Solutions (HWS), a company that assists health care providers to manage their medical waste. It is involved in collecting, transporting, treating and disposing of medical waste.
Stericycle provides regulated waste management and related services. On a trailing 12-month basis, it generated revenue of $1.3 billion, EBITDA of $401 million and net income of $192 million.
ANNOUNCEMENT DATE: September 24, 2010 PRICE: $245,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Cash, to various adjustments, including a reduction for HWS’s indebtedness as of the closing date.
This acquisition enlarges the buyer's waste management business in the health care industry.
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TARGET: INTERCEPT Asian commercial rights
ACQUIRER: Cerus Corporation
LISTING: Private LISTING: NASDAQ: CERS LOCATION: Tokyo, Japan CEO: Claes Glassell PHONE: 925-288-6000 UNITS: 2550 Stanwell Drive FAX: 925-288-6001 REVENUE: Concord, California 94520 NET INCOME: WEB SITE: www.cerus.com
BioOne Corporation is selling its commercialization rights to the INTERCEPT blood system in Asia for platelets and plasma, a blood safety system. It covers China, Japan, Taiwan, Singapore, Korea, Thailand and Vietnam.
Cerus Corp. is developing medical systems and therapeutics based on its proprietary Helinx technology for controlling biological replication. On a trailing 12-month basis, CERS generated revenue of $22 million and a net loss of $21 million.
ANNOUNCEMENT DATE: August 24, 2010 PRICE: $3,605,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Issuance of 1,170,000 shares of CERS stock.
CERS already holds the commercialization rights in this market for the INTERCEPT blood system for red blood cells. In addition to the stock, CERS is also relinquishing its equity interest in BioOne. The purchase price equals a base purchase price of $5 million minus the value of BioOne shares held by CERS.
TARGET: Ion Torrent ACQUIRER: Life Technologies Corporation
LISTING: Private LISTING: NASDAQ: LIFE LOCATION: Guilford, Connecticut CEO: Gregory T. Lucier PHONE: 760-603-7200 UNITS: 5791 Van Allen Way FAX: 760-602-6500 REVENUE: Carlsbad, California 92008 NET INCOME: WEB SITE: www.lifetechnologies.com
Ion Torrent is a DNA sequencing company. It uses a proprietary ion sensor which spots hydrogen ions that have an electrical charge associated with each individual base of DNA, as represented by the individual letters A, C, G and T.
Life Technologies Corp. provides systems, consumables and services to accelerate scientific research. On a trailing 12-month basis, LIFE generated revenue of $3.46 billion, EBITDA of $1.1 billion and net income of $292 million.
ANNOUNCEMENT DATE: August 18, 2010 PRICE: $725,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$375 million in stock and cash. $350 million in potential milestones payments.
This acquisition strengthens the buyer's genetic systems unit, which currently contributes 26% of LIFE's revenue. The technology is already used in certain sequencing machines. The deal is to be funded from available cash, credit lines and stock.
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TARGET: K2M ACQUIRER: Welsh, Carson, Anderson & Stowe
LISTING: Private LISTING: Private LOCATION: Leesburg, Virginia CEO: Russell L. Carson PHONE: 212-893-9500 UNITS: 320 Park Avenue, Ste. 2500 FAX: 212-893-9575 REVENUE: New York, New York 10022 NET INCOME: WEB SITE: www.welshcarson.com
K2M is a spinal device company focused on treating complex spinal pathologies and procedures. It provides unique technologies for treating deformity, degenerative, trauma and tumor spinal patients.
Welsh, Carson, Anderson & Stowe (WCAS) is a leveraged buyout firm that focuses exclusively on three industries: information & business services, health care and communications.
ANNOUNCEMENT DATE: July 8, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
For a majority interest.
Welsh Carson's investment will allow K2M to scale up its business, expand its sales force and accelerate R&D for its next-generation technologies. Ferrer Freeman & Co. and K2M management will hold minority positions. Piper Jaffray & Co. provided K2M with financial advice on this deal.
TARGET: LenSx Lasers, Inc. ACQUIRER: Alcon, Inc.
LISTING: Private LISTING: NYSE: ACL LOCATION: Aliso Viejo, California CEO: Kevin J. Buehler PHONE: 41 41 785 88 88 UNITS: Bosch 69 FAX: REVENUE: Hunenberg, Switzerland 6331 NET INCOME: WEB SITE: www.alconinc.com
LenSx Lasers developed the first fematosecond laser technology for use in cataract surgery.
Alcon is engaged in pharmaceuticals, surgical equipment and devices, and consumer eye care products. On a trailing 12-month basis, ACL generated revenue of $6.7 billion, EBITDA of $2.6 billion and net income of $2.1 billion.
ANNOUNCEMENT DATE: July 6, 2010 PRICE: $744,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$361.5 million in cash at closing. Contingent payments of up to $382.5 million.
This acquisition gives the buyer a complementary technology for cataract surgery, one that offers competitive advantages of being quicker, more precise and having better patient outcomes.
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TARGET: Micrus Endovascular Corporation
ACQUIRER: Johnson & Johnson, Inc.
LISTING: NASDAQ: MEND LISTING: NYSE: JNJ LOCATION: San Jose, California CEO: William Weldon PHONE: 732-524-0400 UNITS: One Johnson & Johnson Plaza FAX: 732-214-0332 REVENUE: $91,100,000 New Brunswick, New Jersey 8933 NET INCOME: $13,300,000 (EBITDA) WEB SITE: www.jnj.com
Micrus Endovascular develops, manufactures and markets implantable and disposable medical devices for treating cerebral vascular diseases. On a trailing 12-month basis, it generated revenue of $91.1 million, EBITDA of $13.3 million and net income of $11.5 million.
Johnson & Johnson manufactures and markets a broad range of products in the health care field. On a trailing 12-month basis, JNJ generated revenue of $62.5 billion, EBITDA of $19.7 billion and net income of $13.3 billion.
ANNOUNCEMENT DATE: July 12, 2010 PRICE: $480,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 5.27 PRICE/INCOME: 36.09
$23.40 in cash per share.
This bid offers MEND shareholders a 5.5% premium over the stock's prior-day price, a level it has not seen since 2007. This acquisition adds a range of treatments for stroke and brain aneurisms. The target business will be combined with JNJ's Codman & Shurtleff business. This deal closed on September 28, 2010.
TARGET: NHC Group Pty. Ltd. ACQUIRER: Amplifon, S.p.A.
LISTING: Private LISTING: MI: AMPF LOCATION: Australia CEO: Franco Moscetti PHONE: 39 02 5747 21 UNITS: Via G. Ripamonti, 133 FAX: 39 02 5730 0033 REVENUE: $138,100,000 Milan, Italy 20141 NET INCOME: $39,310,000 (EBITDA) WEB SITE: www.amplifon.com
Crescent Capital Partners is selling NHC Group, a company that distributes hearing aids and operates 200 clinics in Australia, New Zealand and India. It has an EBITDA margin of 28.5%. In fiscal 2010, it generated revenue of A$144 million and EBITDA of A$41 million.
Amplifon is a global leader in the distribution of hearing aids, as well as their fitting and personalization to the needs of clients. For the six months ended June 30, 2010, it generated revenue of Eur 341.4 million and EBITDA of $29.7 million.
ANNOUNCEMENT DATE: September 28, 2010 PRICE: $441,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 3.19 PRICE/INCOME: 11.22
A$460 million in cash, on a debt-free basis.
This acquisition allows the buyer to enter a new and important Asia-Pacific market. The target has an EBITDA margin of 28.5%, which will raise the overall group EBITDA margin. The deal is to be funded through a new bank financing organized by Banca Imi S.p.A., BNP Paribas Italian Branch, Citigroup Global Markets Limited and UniCredit Corporate Banking S.p.A. Macquarie and JP Morgan provided Crescent with financial advice on this deal; Citi provided Amplifon with similar advice.
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TARGET: NIRS business ACQUIRER: HEGLN (Dalian) Pharmaceutical Co. Ltd.
LISTING: TSX: URO LISTING: Private LOCATION: Vancouver, British Columbia CEO: Zhe Qin PHONE: UNITS: Changxing Island Industrial
Zone FAX:
REVENUE: Dalian, China 116317 NET INCOME: WEB SITE: www.hegln.net
Urodynamix Technologies Ltd. is selling its near-infrared spectroscopy business, a noninvasive system indicated in the treatment of urinary incontinence, erectile dysfunction and other conditions.
HEGLN is a medical products company.
ANNOUNCEMENT DATE: July 9, 2010 PRICE: $2,030,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
C$2.1 million
This transaction represents the sale of the majority of Urodynamix's assets. The company decided in 2009 to sell off its assets because of changes in U.S. reimbursement for its uroNIRS products.
TARGET: Osteotech, Inc. ACQUIRER: Medtronic, Inc.
LISTING: NASDAQ: OSTE LISTING: NYSE: MDT LOCATION: Eatontown, New Jersey CEO: William Hawkins PHONE: 763-514-4000 UNITS: 710 Medtronic Parkway FAX: 763-514-4879 REVENUE: $95,800,000 Minneapolis, Minnesota 55432 NET INCOME: $5,140,000 (EBITDA) WEB SITE: www.medtronic.com
Osteotech develops biologic products for orthopedic, spinal, trauma, neurosurgical and oral/maxillofacial procedures. On a trailing 12-month basis, it generated revenue of $95.8 million, EBITDA of $5.14 million and a net loss of $2.48 million.
Medtronic is a medical device company. On a trailing 12-month basis, MDT generated revenue of $15.7 billion, EBITDA of $5.9 billion and net income of $3.5 billion.
ANNOUNCEMENT DATE: August 17, 2010 PRICE: $123,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 1.28 PRICE/INCOME: 23.93
$6.50 in cash per share; assumption of debt.
This acquisition expands the buyer's spinal franchise, which is its second-largest line after cardiac rhythm disease management. MDT will gain OSTE's technology human bone and bone connective tissue in transplants. MDT's price offers OSTE shareholders a 65% premium to the stock's prior-day price. OSTE has been enmeshed in a proxy fight, and had hired Deutsche Bank AG to help it sort out strategic alternatives. This deal closed November 17, 2010..
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TARGET: Otix Global, Inc. ACQUIRER: William Demant Holding A/S
LISTING: NASDAQ: OTIX LISTING: CO: WDH LOCATION: Salt Lake City, Utah CEO: Niels Jacobsen PHONE: 45 3917 7100 UNITS: Kongebakken 9 FAX: 45 3927 8900 REVENUE: $88,000,000 Smorum, Denmark 2765 NET INCOME: WEB SITE: www.demant.com
Otix Global designs, develops, manufactures and markets digital hearing aids primarily to the hearing impaired. On a trailing 12-month basis, it generated revenue of $88 million and a net loss of $24 million.
William Demant develops, manufactures and sells products and equipment, designed to aid people's hearing and communication. It operates through three operating companies.
ANNOUNCEMENT DATE: September 13, 2010 PRICE: $67,500,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 0.77 PRICE/INCOME:
$8.60 per share in cash, assumption of debt.
This bid offers MEND shareholders a 5.5% premium over the stock's prior-day price, a level it has not seen since 2007. This acquisition adds a range of treatments for stroke and brain aneurisms. The target business will be combined with JNJ's Codman & Shurtleff business. This deal closed on September 28, 2010.
TARGET: Patent portfolio ACQUIRER: Nanosphere
LISTING: Private LISTING: NASDAQ: NSPH LOCATION: Hamburg, Germany CEO: William P. Moffitt PHONE: 847-400-9000 UNITS: 4088 Commercial Avenue FAX: 847-400-9199 REVENUE: Northbrook, Illinois 60062 NET INCOME: WEB SITE: www.nanosphere.us
Eppendorf AG is transferring patents relating to certain microarray products used in life sciences instrumentation.
Nanosphere develops, manufactures and markets a molecular diagnostics platform, the Verigene System, which enables genomic and protein testing on a single platform. On a trailing 12-month basis, it generated revenue of $58 million and a net loss of $1.5 million
ANNOUNCEMENT DATE: August 24, 2010 PRICE: $4,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Cash
This deal effectively settles a patent litigation dispute between the two parties. NSPH will provide a license back to Eppendorf to service existing customers.
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TARGET: Prevue skin cholesterol test ACQUIRER: Miraculins, Inc.
LISTING: Private LISTING: TSX-V: MOM LOCATION: Toronto, Ontario CEO: Christopher Moreau PHONE: 204-453-1408 UNITS: 6-1250 Waverley Street FAX: 204-453-1546 REVENUE: Winnipeg, Manitoba R3T 6C6 NET INCOME: WEB SITE: www.miraculins.com
PreMD, Inc. is selling all relevant assets, including intellectual property, licenses, regulatory approvals, inventories, etc. needed to commercialize the Prevue skin cholesterol test.
Miraculins is a medical diagnostic development company focused on noninvasive tests.
ANNOUNCEMENT DATE: August 5, 2010 PRICE: $484,400 (approxiamte) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
C$250,000 in cash, 1,822,158 shares of MOM stock worth C$250,000. 10% ongoing royalty on gross revenue associated with Prevue. Right to buy out the royalty at any time for a payment of C$1 million.
This acquisition expands the range of noninvasive tests that the buyer can offer to its customers. The test has received various approvals in the United States, Canada and Europe. Bloom Burton & Co. advised on this transaction.
TARGET: Progentior Cell Therapy, LLC
ACQUIRER: Neostem, Inc.
LISTING: Private LISTING: AMEX: NBS LOCATION: Allendale, New Jersey CEO: Robin L. Smith PHONE: 212-584-4180 UNITS: 420 Lexington Avenue, 450 FAX: 646-514-7787 REVENUE: New York, New York 10170 NET INCOME: WEB SITE: www.neostem.com
Progenitor Cell Therapy is a company that serves the cell therapy industry. It provides procedures from its facilities in New Jersey and California.
NeoStem is developing stem cell-based therapies for anti-aging initiatives and building a network of adult stem cell collection centers. On a trailing 12-month basis, it generated revenue of $47 million and a net loss of $34 million.
ANNOUNCEMENT DATE: September 23, 2010 PRICE: $19,800,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Stock-for-stock exchange. Issuance of 11.2 million shares of NBS common stock. Warrants to buy no less than 1 million and no more than 3 million shares.
This acquisition adds to NBS's adult stem cell business, giving it cell therapy manufacturing and storage facilities.
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TARGET: Provista Diagnostics, Inc. ACQUIRER: Radient Pharmaceuticals Corporation
LISTING: Private LISTING: AMEX: RPC LOCATION: Phoenix, Arizona CEO: Douglas C.
MacLellan PHONE: 714-505-4461
UNITS: 2492 Walnut Ave., Suite 100 FAX: 714-505-4464 REVENUE: Tustin, California 92780 NET INCOME: WEB SITE: www.radient-pharma.com
Provista Diagnostics is a provider of laboratory tests, including blood tests for breast cancer biomarkers, for Alzheimer's and for ovarian cancer.
Radient Pharmaceuticals researches, develops, manufactures and markets diagnostic and skin care products. On a trailing 12-month basis, it generated revenue of $6 million and a net loss of $13 million.
ANNOUNCEMENT DATE: July 13, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Stock-for-stock transaction.
This acquisition gives the buyer a portfolio of intellectual property that will strengthen its core business. The stock exchange ratio will be determined once third-party valuations have been made for both companies.
TARGET: Rozetta-Cell Life Sciences, Inc.
ACQUIRER: Power3 Medical Products, inc.
LISTING: Private LISTING: OTCBB: PWRM LOCATION: Huntsville, Texas CEO: Helen R. Park PHONE: 281-298-7944 UNITS: 26022 Budde Road FAX: 281-298-7957 REVENUE: The Woodlands, Texas 77380 NET INCOME: WEB SITE: www.power3medical.com
Rozetta-Cell Life Sciences is a biotech firm that specializes in the delivery and imaging of stem cells during therapy. Its technologies combine imaging, a delivery system and protection of adult stem cells in transfusions for engraftment or damaged organ
Power3 develops diagnostic tests in the fields of cancer and neurodegenerative disease.
ANNOUNCEMENT DATE: September 8, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Merger. Each share of Rozetta-Cell to be converted into 10 shares of PWRM common stock.
This acquisition gives the buyer additional intellectual property in the area of adult stem cell therapy technology.
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TARGET: SEDLine, Inc. ACQUIRER: Masimo Corporation
LISTING: Private LISTING: NASDAQ: MASI LOCATION: Irvine, California CEO: Joe E. Kiani PHONE: 949-297-7000 UNITS: 40 Parker FAX: 949-297-7001 REVENUE: Irvine, California 92618 NET INCOME: WEB SITE: www.masimo.com
SEDLine is a manufacturer of brain monitoring systems. Its systems assist anesthesiologists in monitoring the depth of anesthesia and sedation.
Masimo Corp. develops, manufactures and markets noninvasive patient monitoring products. On a trailing 12-month basis, it generated revenue of $363 million, EBITDA of $90 million and net income of $67 million.
ANNOUNCEMENT DATE: July 13, 2010 PRICE: $3,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Conversion of a note; assumption of liabilities.
This acquisition marks the buyer's entry into the brain monitoring market. SEDLine originally acquired its brain function monitoring business from Hospira, Inc.; the company received a $3.5 million investment from MASI in January 2010. MASI may use its larger resources to establish a niche for SEDLine's technology; instead of relying on brain function, many anesthesiologists tend to adjust the depth of anesthesia by such measures as heart rate, blood pressure and other indirect means.
TARGET: Sentinelle Medical, Inc. ACQUIRER: Hologic, Inc.
LISTING: Private LISTING: NASDAQ: HOLX LOCATION: Toronto, Ontario CEO: Jack W. Cumming PHONE: 781-999-7300 UNITS: 35 Crosby Drive FAX: 617-890-8031 REVENUE: $15,000,000 Bedford, Massachusetts 1730 NET INCOME: WEB SITE: www.hologic.com
Sentinelle Medical is a developer of advanced breast imaging technologies using high-field strength magnetic resonance imaging. In 2009, it generated revenue of $15.0 million.
Hologic develops, manufactures and sells diagnostic and medical imaging systems, primarily serving the health care needs of women. On a 12-month trailing basis, HOLX generated revenue of $1.6 billion, EBITDA of $597 million and net income of $142 million.
ANNOUNCEMENT DATE: July 6, 2010 PRICE: $85,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 5.67 PRICE/INCOME:
$85.0 million in upfront payment. Minor earnout payable over two years.
This acquisition broadens the buyer's women's health offerings. This deal closed August 5, 2010.
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TARGET: Shanghai Apex Electronics Co. Ltd.
ACQUIRER: Royal Philips Electronics
LISTING: AMEX: CXM LISTING: NYSE: PHG LOCATION: Shanghai, China CEO: Gerard Kleisterlee PHONE: 31 20 59 77 777 UNITS: Breitner Center, Amstelplein 2 FAX: 31 20 59 77 070 REVENUE: Amsterdam, Netherlands 1096 BC NET INCOME: WEB SITE: www.philips.com
Shanghai Apex Electronics is a manufacturer of ultrasound transducers, which are key components for ultrasound systems. Customers are medical equipment companies.
PHG is a global conglomerate operating in consumer products, components, semiconductors, information technology, lighting, professional products, among others. On a trailing 12-month basis, PHG generated revenue of $32 billion and EBITDA of $4.1 billion.
ANNOUNCEMENT DATE: July 29, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition strengthens the buyer's portfolio of transducers specifically aimed at the value segment in emerging markets.
TARGET: Sinuwave Technologies Corporation
ACQUIRER: Private equity investors
LISTING: TSX: OBP LISTING: Private LOCATION: Vancouver, British Columbia CEO: PHONE: UNITS: FAX: REVENUE: NET INCOME: WEB SITE:
Ondine Biopharma is selling the majority of Sinuwave Technologies Corporation, a subsidiary focusing on sinus treatments. It provides photodisinfection solutions for the chronic sinusitis market.
The buyers are a syndicate of private equity investors based in Europe.
ANNOUNCEMENT DATE: July 7, 2010 PRICE: $1,100,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
For a 70% interest.
The group of buyers is to pay $600,000 to Ondine and $500,000 to the subsidiary, Sinuwave Technologies Corp. This divestment allows the seller to concentrate on its other lines of business.
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TARGET: Skin cancer business ACQUIRER: Sensus Healthcare
LISTING: Private LISTING: Private LOCATION: Danbury, Connecticut CEO: Joseph Sardano PHONE: 561-922-5808 UNITS: 851 Broken Sound Pkwy NW FAX: 561-948-2071 REVENUE: Boca Raton, Florida 33487 NET INCOME: WEB SITE: www.sensushealthcare.com
TOPEX is selling its skin cancer business operations. Its low energy SRT 100 superficial radiotherapy treatment system is used primarily to treat primary lesions in the head and neck regions.
Sensus Healthcare is involved in products and services that incorporate proprietary mobile x-ray technology for the treatment of non-melanoma skin cancers.
ANNOUNCEMENT DATE: August 19, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition gives the buyer a technology that offers a substitute for surgery in the treatment of certain skin cancers of the neck and head.
TARGET: Spine reconstruction portfolio
ACQUIRER: Exactech, Inc.
LISTING: Private LISTING: NASDAQ: EXAC LOCATION: San Clemente, California CEO: William Petty PHONE: 352-377-1140 UNITS: 2320 NW 66th Court FAX: 352-378-2617 REVENUE: Gainesville, Florida 32653 NET INCOME: WEB SITE: www.exac.com
VertiFlex, Inc. is selling a portfolio of minimally invasive spine reconstruction products. Included in the deal are the Silverbolt percutaneous pedicle screw system and related assets.
Exactech develops, manufactures, markets and sells orthopedic implant devices and related surgical instrumentation. On a trailing 12-month basis, it generated revenue of $187 million, EBITDA of $33 million and net income of $9.5 million.
ANNOUNCEMENT DATE: August 27, 2010 PRICE: $3,500,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$2.5 million in cash at closing; up to $1.0 million in potential earnout payments.
The products acquired in this deal dovetail well with the buyer's existing portfolio of spinal devices, which include a range of cervical and lumbar fusion products solutions. This divestment allows the seller to concentrate on its Superion interspinous s
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TARGET: SterilMed, Inc ACQUIRER: Private equity group
LISTING: Private LISTING: Private LOCATION: Maple Grove, Minnesota CEO: Mark Taber PHONE: 617-790-9400 UNITS: One Liberty Square FAX: 617-790-9401 REVENUE: Boston, Massachusetts 2109 NET INCOME: WEB SITE: www.greathillpartners.com
SterilMed is a reprocessor of single-use medical devices and a provider of small equipment repair services for health care providers across North America. Early investors in the company include Space Center Ventures and Portgage Capital.
Great Hill Partners, LLC and Primus Capital Funds, two PEGs, are acquiring SterilMed. The contact information below is for Great Hill Partners.
ANNOUNCEMENT DATE: July 16, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
The infusion of new capital from this investment will help to grow the company, as it continues to market its products to providers who want to contain costs. Reprocessed devices typically cost half the amount of new devices, making them attractive to cost-conscious hospitals and other providers..
TARGET: Synthetech, Inc. ACQUIRER: W.R. Grace & Co.
LISTING: OTCBB: NZYM LISTING: NYSE: GRA LOCATION: Albany, Oregon CEO: Alfred E. Festa PHONE: 410-531-4000 UNITS: 7500 Grace Drive FAX: 410-531-4367 REVENUE: $12,600,000 Columbia, Maryland 21044 NET INCOME: $138,000 (EBITDA) WEB SITE: www.grace.com
Synthetech, a fine chemicals company, specializes in organic synthesis, biocatalysis and chiral technologies. On a trailing 12-month basis, it generated revenue of $12.6 million, EBITDA of $138,000 and a net loss of $575,000.
W. R. Grace & Co. produces and sells specialty chemicals and specialty materials. On a trailing 12-month basis, the company generated revenue of $2.7 billion, EBITDA of $442 million and net income of $198 million.
ANNOUNCEMENT DATE: September 14, 2010 PRICE: $19,100,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 1.52 PRICE/INCOME: 138.41
$19.2 million less NZYM's unpaid debt at closing (approximately $678,000), and subject to a minimum cash balance of $600,000.
This acquisition helps to build the buyer's polyolefin catalyst business, and eliminates the need to invest in a grass-roots facility. The target's products are used in the development and manufacture of therapeutic peptides and peptidomimetic small molecule drugs, and are used as ingredients in drugs for the treatment of AIDS, cancer, cardiovascular and other diseases.
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TARGET: Thapsigargin technology rights
ACQUIRER: GenSpera, Inc.
LISTING: Nonprofit LISTING: OTCBB: GNSZ LOCATION: Baltimore, Maryland CEO: Craig A. Dionne PHONE: 210-479-8112 UNITS: 2511 N Loop 1604 W FAX: 210-479-8113 REVENUE: San Antonio, Texas 78258 NET INCOME: WEB SITE: www.genspera.com
Johns Hopkins University and the University of Copenhagen are transferring a patent application relating to medical imaging using thapsigargin, an active ingredient in GenSpera's therapeutic program.
GenSpera Inc. is a development stage company that focuses on developing targeted cancer therapeutics for treating cancerous tumors, including breast, prostate, bladder and kidney cancer.
ANNOUNCEMENT DATE: August 3, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
The technology transferred to GNSZ involves the use of the therapeutic ingredient thapsigargin in diagnostic imaging. When used with standard imaging modalities, such as PET scans, it allows for the detection and monitoring of tumors that have accumulated
TARGET: TMJ Implants ACQUIRER: Crocker Ventures
LISTING: Private LISTING: Private LOCATION: Golden, Colorado CEO: Gary Crocker PHONE: 801-702-8580 UNITS: 2825 Cottonwood Parkway, 330 FAX: 801-702-8585 REVENUE: Salt Lake City, Utah 84121 NET INCOME: WEB SITE: www.crockerventures.com
TMJ Implants is a manufacturer of implants for the treatment of temperomandibular joint disorder. It makes and sells the Christiansen TMJ Prosthesis System.
Crocker Ventures is a life science and health care investment firm that funds promising companies in the fields of diagnostics, biotech/pharma, drug delivery and medical devices.
ANNOUNCEMENT DATE: September 29, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Purchased out of bankruptcy.
This acquisition adds a medical device company to Crocker's portfolio; TMJ will have a new management line up. As part of the deal, a new production facility is being constructed in Golden to allow for more efficient manufacturing, order processing and customer service.
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TARGET: US Spine ACQUIRER: Amedica Corporation
LISTING: Private LISTING: Private LOCATION: Boca Raton, Florida CEO: Benjamin Shappley PHONE: 901-839-3500 UNITS: 1885 West 2100 South FAX: 901-839-3605 REVENUE: Salt Lake City, Utah 84119 NET INCOME: WEB SITE: www.amedicacorp.com
US Spine develops and commercializes advanced spinal implant systems.
Amedica manufactures and markets silicon nitride technologies that are utilized in spinal implant systems.
ANNOUNCEMENT DATE: September 21, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
The target's technologies complement the buyer's. US Spine has facet technologies that address open, MIS, allograft and deformity correction procedures. Also, with this deal, Amedica doubles its distribution network.
TARGET: VisEn Medical, Inc. ACQUIRER: PerkinElmer, Inc.
LISTING: Private LISTING: NYSE: PKI LOCATION: Bedford, Massachusetts CEO: Robert F. Friel PHONE: 781-663-6900 UNITS: 940 Winter Street FAX: 781-431-4255 REVENUE: Waltham, Massachusetts 2451 NET INCOME: WEB SITE: www.perkinelmer.com
VisEn Medical is a provider of in vivo molecular imaging technologies. It offers proprietary fluorescence molecular imaging systems and reagents used in applications involving research into cancer, inflammation, cardiovascular, skeletal and pulmonary disease.
PerkinElmer provides products and systems to the telecom, medical, pharmaceutical, chemical, semiconductor and photographic markets. On a trailing 12-month basis, PKI generated revenue of $1.9 billion, EBITDA of $287 million and net income of $135 million.
ANNOUNCEMENT DATE: August 3, 2010 PRICE: $29,800,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Cash for the stock of VisEn.
This acquisition enhances PKI's cellular imaging business by expanding the range of the companies technologies and capabilities downstream into preclinical research. The target is to operate in the buyer's human health segment. This deal closed July 30, 2010.
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The Health Care M&A Report, Third Quarter 2010
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TARGET: Alaven Pharmaceutical LLC ACQUIRER: Meda AB
LISTING: Private LISTING: STO: MEDAA LOCATION: Marietta, Georgia CEO: Anders Lonner PHONE: 46 8 630 19 00 UNITS: Pipers Vag 2 A FAX: 46 8 6301950 REVENUE: $109,800,000 Solna, Sweden SE-170 09 NET INCOME: $36,264,000 (EBITDA) WEB SITE: www.meda.se
Alaven Pharmaceutical is a specialty pharmaceutical company that is focused on gastroenterology and women's health. It also has an OTC platform. The company generates annual revenue of approximately $109.8 million.
Meda is a specialty pharma company that markets prescription and OTC drugs and medical equipment in Nordic Europe. For 2009, Meda generated revenue of SEK 13.2 billion and EBITDA of SEK 4.4 billion.
ANNOUNCEMENT DATE: August 30, 2010 PRICE: $350,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 3.19 PRICE/INCOME: 9.65
On a debt-free basis.
This deal strengthens the buyer's presence in the U.S. gastroenterology and women's health markets. Approximately 25% of the target's revenue derives from OTC sources; this platform provides Meda with another channel for commercializing strategic opportunities.
TARGET: Bioniche Pharma Holdings Limited
ACQUIRER: Mylan Laboratories, Inc.
LISTING: Private LISTING: NYSE: MYL LOCATION: Galway, Ireland CEO: Robert J. Coury PHONE: 724-514-1800 UNITS: 1500 Corporate Drive FAX: 724-514-1870 REVENUE: $130,000,000 Canonsburg, Pennsylvania 15317 NET INCOME: WEB SITE: www.mylan.com
RoundTable Healthcare Partners is selling Bioniche Pharma Holdings, a manufacturer of injectable pharmaceutical products serving such markets as analgesics, orthopedics, oncology and urology.
Mylan Laboratories develops, manufactures and markets generic and brand pharmaceutical products. On a 12-month trailing basis, MYL generated revenue of $5.2 billion, EBITDA of $1.1 billion and net income of $83 million.
ANNOUNCEMENT DATE: July 14, 2010 PRICE: $550,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 4.23 PRICE/INCOME:
Cash
This acquisition provides the buyer with an immediate entry into the North American injectables market and offers the company a platform for future growth. Bioniche is to be combined with MYL's UDL Laboratories unit dosage business to form Mylan Institutional. RoundTable acquired Bioniche in 2006 for approximately $33.0 million. This deal closed September 7, 2010.
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TARGET: BioPhausia OTC portfolio ACQUIRER: Meda AB
LISTING: Private LISTING: STO: MEDAA LOCATION: Stockholm, Sweden CEO: Anders Lonner PHONE: 46 8 630 19 00 UNITS: Pipers Vag 2 A FAX: 46 8 6301950 REVENUE: $13,000,000 Solna, Sweden SE-170 09 NET INCOME: $4,300,000 (EBITDA) WEB SITE: www.meda.se
BioPhausia AB, a specialty pharma, is selling a portfolio of eight OTC products, consisting of such brands as Novalucid, Novalucol, C-vimin and Resulax. In 2009, the portfolio generated revenue of SEK 88 million and EBITDA of SEK 29 million.
Meda is a specialty pharma company that markets prescription and OTC drugs and medical equipment in Nordic Europe. For 2009, Meda generated revenue of SEK 13.2 billion and EBITDA of SEK 4.4 billion.
ANNOUNCEMENT DATE: September 23, 2010 PRICE: $28,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 2.15 PRICE/INCOME: 6.51
SEK 190 million, plus the value of the inventory.
This acquisition expands the buyer's OTC franchise, which currently generates SEK 1.5 billion in annual revenue for the company. The proceeds from the sale will help the seller pay down its bank debt and concentrate on its prescription pharmaceuticals unit.
TARGET: Blacksmith Brands Holdings, Inc.
ACQUIRER: Prestige Brands Holdings, Inc.
LISTING: Private LISTING: NYSE: PBH LOCATION: Tarrytown, New York CEO: Matthew M.
Mannelly PHONE: 914-524-6810
UNITS: 90 North Broadway FAX: 914-524-6815 REVENUE: Irvington, New York 10533 NET INCOME: WEB SITE: www.prestigebrandsinc.com
Charlesbank Capital Partners, LLC is selling Blacksmith Brands, which sells such cough, cold and oral care brands as PediaCare, Luden's, Efferdent, NasalCrom and Effergrip.
Prestige Brands Holdings is involved in OTC health care, household cleaning and personal care products. On a trailing 12-month basis, it generated revenue of $304 million, EBITDA of $98 million and net income of $33 million.
ANNOUNCEMENT DATE: September 20, 2010 PRICE: $190,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Cash
With this acquisition, 75% of PBH's revenue comes from OTC products. As part of the deal, PBH acquires tax attributes with a present value of approximately $16 million, which would imply an effective purchase price of $174 million. To fund the deal, PBH will use a combination of cash on the balance sheet and additional bank and/or bond financing.
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TARGET: Daytrana transdermal system
ACQUIRER: Hisamitsu Pharmaceutical Co.
LISTING: NASDAQ: SHPGY LISTING: T: 4530 LOCATION: Dublin, Ireland CEO: Hirotaka Nakatomi PHONE: 81 942-83-2101 UNITS: 408 Tashiro Daikan-machi,
Tosu FAX: 81 942-83-6119
REVENUE: $71,000,000 Saga, Japan NET INCOME: WEB SITE: www.hisamitsu.co.jp
Shire plc is selling the global rights to its Daytrana methylphenidate transdermal system. It offers a transdermal patch for the treatment of attention deficient hyperactivity disorder, or ADHD. In 2009, the product generated revenue of $71 million.
Hisamitsu in involved in drugs for external use, particularly pain relieving patches. For the year ended February 28, 2009, Hisamitsu generated revenue of $1.27 billion, operating income of $333 million and net income of $195.0 million.
ANNOUNCEMENT DATE: August 10, 2010 PRICE: $56,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 0.79 PRICE/INCOME:
$56.0 million in contingent consideration, based on future performance.
This deal is being carried out by Hisamitsu subsidiary Noven Pharmaceuticals, based in Florida. Noven originally developed and manufactured Daytrana and globally licensed it to Shire in 2003 in a $150 million deal. The book value of the assets to be disposed of is approximately $95 million (or a gross, pre-amortization value of approximately $150 million).
TARGET: Dermatology deal ACQUIRER: Bayer Schering Pharma AG
LISTING: Private LISTING: DE: BAYGn LOCATION: Los Angeles, California CEO: Andreas Fibig PHONE: 49 30 468 1111 UNITS: Muellerstrasse 178 FAX: 49 30 468 15305 REVENUE: Berlin, Germany 13353 NET INCOME: WEB SITE: www.bayerscheringpharma.de
Kythera Biopharmaceuticals is granting a license for its lead product candidate, ATX-101, in clinical development for the reduction of localized fat under the chin (submental fat). It covers territories outside the U.S. and Canada.
Bayer Schering Pharma is a specialty pharmaceutical company. For 2009, it generated revenue of Eur 31.2 billion, EBIT of $3.0 billion and net income of Eur 1.4 billion.
ANNOUNCEMENT DATE: September 1, 2010 PRICE: $373,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$43 million in upfront payment. Up to $330 million in development, manufacturing and commercialization milestones. Tiered, double-digit royalties on net sales.
This collaboration is being carried out with Bayer's dermatology subsidiary, Intendis. It gives Intendis access to this first-in-class drug to build up its esthetic medicine franchise.
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TARGET: European rights for Eligard ACQUIRER: Astellas Pharma, Inc.
LISTING: DAX: MDG LISTING: T: 4503 LOCATION: Frankfurt, Germany CEO: Masafumi Nogimori PHONE: 81-3-3244-3000 UNITS: 2-3-11, Nihonbashi-Honcho
Chuo-ku FAX:
REVENUE: Tokyo, Japan 103-8411 NET INCOME: WEB SITE: www.astellas.com
MediGene AG is selling the full European marketing and distribution rights to Eligard, for the treatment of hormone-dependent prostate cancer.
Astellas Pharma is Japan's second-largest drug manufacturer. For the 12 months ended March 31, 2009, Astellas generated revenue of $9.9 billion and net income of $1.7 billion.
ANNOUNCEMENT DATE: July 19, 2010 PRICE: $32,100,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Eur 25 million, plus royalties on future product sales.
This deal is being carried out by Astellas Pharma Europe Ltd. This sale strengthens MediGene's financial position. The acquisition strengthens Astellas's oncology franchise. MDG will now receive a low single-digit royalty from European sales of Eligard.
TARGET: Intellectual property portfolio
ACQUIRER: Marshall Edwards, Inc.
LISTING: NASDAQ: NVGN LISTING: NASDAQ: MSHL LOCATION: North Ryde, Australia CEO: Daniel P. Gold PHONE: 858-792-6300 UNITS: 11975 El Camino Real, Suite
101 FAX:
REVENUE: San Diego, California 92130 NET INCOME: WEB SITE: www.marshalledwardsinc.com
Novagen is selling its isoflavone-related intellectual property portfolio.
Marshall Edwards, a development-stage pharma, develops and commercializes drugs for the treatment of cancer.
ANNOUNCEMENT DATE: September 8, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Stock-based transaction.
MSHL currently licenses rights from NVGN for several oncology drug candidates; this deal gives the buyer control over the intellectual property related to those drugs.
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TARGET: Kidney disease drug pact ACQUIRER: Abbott Laboratories
LISTING: Private LISTING: NYSE: ABT LOCATION: Irving, Texas CEO: Miles White PHONE: 847-937-6100 UNITS: 100 Abbott Park Road FAX: 847-937-1511 REVENUE: Abbott Park, Illinois 60064 NET INCOME: WEB SITE: www.abbott.com
Reata Pharmaceuticals is entering into a collaboration agreement to develop and commercialize bardoxoline methyl, a drug candidate to treat chronic kidney disease. The pact covers markets outside the U.S., excluding certain Asian markets.
Abbott discovers, develops, manufactures and sells health care products and services, including diagnostic, pharmaceutical and hospital products. On a 12-month trailing basis, ABT generated revenue of $31.7 billion, EBITDA of $9.2 billion and net income of $5.3 billion.
ANNOUNCEMENT DATE: September 23, 2010 PRICE: $800,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$450 million in an upfront payment, which includes a minority stake in Reata. Up to $350 million in certain milestone payments. Royalties on sales.
The drug is currently in phase 2 trials, and has shown to improve kidney function in patients with advanced kidney disease and type 2 diabetes. Reata is to retain exclusive rights to the drug in the United States.
TARGET: Meditab Specialties Pvt. Ltd. ACQUIRER: Cipla Ltd.
LISTING: Private LISTING: BSE: 500087 LOCATION: Mumbai, India CEO: Y. K. Hamied PHONE: 91 22 2308 2891 UNITS: Mumbai Central FAX: 91 22 2307 0013 REVENUE: Mumbai, India 400 008 NET INCOME: WEB SITE: www.cipla.com
Meditab Specialties is engaged in the manufacture of active pharmaceutical ingredients, or APIs. It has formulation facilities in China, Uganda and Malaysia.
Cipla is a pharmaceutical company. For the year ended March 31, 2010, it generated revenue of INR 53.6 billion and net income of INR 10.8 billion.
ANNOUNCEMENT DATE: August 25, 2010 PRICE: $28,300,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
INR 1.3335 billion.
This acquisition will facilitate Cipla's penetration of the Chinese, African and Malaysian pharmaceutical markets; Meditab already has manufacturing and formulation facilities in those areas.
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TARGET: Movetis NV ACQUIRER: Shire plc
LISTING: BE: MOVE LISTING: NASDAQ: SHPGY LOCATION: Turnhout, Belgium CEO: Angus Russell PHONE: 353 1 429 7700 UNITS: 5 Riverwalk FAX: REVENUE: Dublin, Ireland 24 NET INCOME: WEB SITE: www.shire.com
Movetis is a specialty pharmacy company specializing in gastrointestinal disorders. Its GI drug RESOLOR was released in Europe in the first half of 2010. For the first half of 2010, MOVE generated revenue of Eur 1 million and a net loss of Eur 10 million.
Shire researches, develops, manufactures, sells and distributes pharmaceutical products. On a trailing 12-month basis, it generated revenue of $3.2 billion, EBITDA of $1.1 billion and net income of $560 million.
ANNOUNCEMENT DATE: August 4, 2010 PRICE: $566,200,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Eur 428 million. Tender offer of Eur 19 in cash per MOVE share.
This deal offers MOVE shareholders a 74% premium to the stock's prior-day price. This acquisition expands the buyer's gastrointestinal portfolio. Movetis holds rights to the drug RESOLOR in 27 European countries; it is anticipated that peak annual sales of the drug will reach Eur 300 million. Outside of Europe, MOVE is entitled to royalties on sales of RESOLOR from Johnson & Johnson. On June 30, 2010, MOVE had Eur 90 million in cash and cash equivalents, which may be applied to reduce the purchase price.
TARGET: NeutraHealth plc ACQUIRER: Elder Pharmaceuticals, Ltd.
LISTING: LSE: NUT LISTING: BSE: 532322 LOCATION: Birmingham, England CEO: Jagdish Saxena PHONE: 91 222 673 0058 UNITS: C-9, Dalia Industrial Estate FAX: 91 22 2673 0051 REVENUE: $57,686,000 Mumbai, India 400 053 NET INCOME: WEB SITE: www.elderindia.com
NeutraHealth is engaged in the OTC pharmaceuticals, vitamins, minerals and supplements industry. For 2009, the firm generated revenue of GBP 34.6 million.
Elder Pharmaceuticals Limited manufactures and markets prescription pharmaceutical brands, surgical and medical devices and APIs.
ANNOUNCEMENT DATE: September 19, 2010 PRICE: $15,530,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 0.27 PRICE/INCOME:
For the remaining 78.9% it does not already own. GBP 0.065 per share.
This acquisition gives the buyer complete control over NeutraHealth; it first acquired a stake in the company in December 2007. It increases Elder's exposure to the U.K. market and, from there, to the European market. This deal represents a 21% premium to the stock's prior-day price. The deal is to be funded by an $18 million loan from Axis Bank. Grant Thornton is providing Elder Pharmaceutical with financial advice on this deal while Cenkos Securities is providing NeutraHealth with similar advice.
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TARGET: Penwest Pharmaceuticals Company
ACQUIRER: Endo Pharmaceuticals Holdings, Inc.
LISTING: OTCBB: PPCO LISTING: NASDAQ: ENDP LOCATION: Patterson, New Jersey CEO: David Holveck PHONE: 610-558-9800 UNITS: 100 Endo Boulevard FAX: 610-558-8979 REVENUE: $35,700,000 Chadds Ford, Pennsylvania 19317 NET INCOME: $15,400,000 (EBITDA) WEB SITE: www.endo.com
Penwest is a drug development company that focuses on different kinds of drug release technologies. On a trailing 12-month basis, it generated revenue of $35.7 million, EBITDA of $15.4 million and net income of $13.8 million.
ENDP develops and markets branded and generic prescription drugs used to treat and manage pain. On a trailing 12-month basis, ENDP generated revenue of $1.5 billion, EBITDA of $468 million and net income of $288 million.
ANNOUNCEMENT DATE: August 9, 2010 PRICE: $168,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 4.71 PRICE/INCOME: 10.91
Cash tender offer. $5.00 per share in cash.
This deal represents a 19% premium to PPCO's prior-day price. This acquisition gives ENDP full access to the painkiller that is being developed by the two companies. It is a version of Opana, which utilizes PPCO's proprietary TIMERx extended release technology; the Opana franchise represents about 19% of ENDP's revenue. Lazard provided ENDP with financial advice on this deal; Bank of America Merrill Lynch provided PPCO with similar advice.
TARGET: Qualitest Pharmaceuticals ACQUIRER: Endo Pharmaceuticals Holdings, Inc.
LISTING: Private LISTING: NASDAQ: ENDP LOCATION: Huntsville, Alabama CEO: David Holveck PHONE: 610-558-9800 UNITS: 100 Endo Boulevard FAX: 610-558-8979 REVENUE: $400,000,000 Chadds Ford, Pennsylvania 19317 NET INCOME: WEB SITE: www.endo.com
Apax Partners is selling Qualitest Pharmaceuticals, the sixth-largest generic pharma company in the United States. The company generates approximately $400 million in annual revenue.
ENDP develops and markets branded and generic prescription drugs used to treat and manage pain. On a trailing 12-month basis, ENDP generated revenue of $1.5 billion, EBITDA of $468 million and net income of $288 million.
ANNOUNCEMENT DATE: September 28, 2010 PRICE: $1,200,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 3 PRICE/INCOME:
Cash
This acquisition diversifies the buyer's lines of business while strengthening its hand in the generics and pain medication markets. ENDP expects growth of 15% in the combined generics business over the next two years. Apax acquired Qualitest in 2007. The current deal is to be funded with $500 million in cash, $300 million in existing credit and up to $400 million in new financing. Lazard provided ENDP with financial advice on this deal while J.P. Morgan Securities provided Qualitest with similar advice.
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TARGET: Rights to market lorcaserin ACQUIRER: Eisai Co. Ltd.
LISTING: NASDAQ: ARNA LISTING: T: 4523 LOCATION: San Diego, California CEO: Haruo Naito PHONE: 81-3-3817-3700 UNITS: 4-6-10 Koishikawa, Bunkyo-ku FAX: 81-3-3811-3077 REVENUE: Tokyo, Japan 112-8088 NET INCOME: WEB SITE: www.eisai.co.jp
Arena Pharmaceuticals has struck an agreement to market and supply lorcaserin, a drug to treat obesity, to patients who have at least one weight-related co-morbid condition.
Eisai manufactures and markets pharmaceutical drugs, OTC drugs and food additives, among other products. For the nine months ending March 31, 2010, Eisai projected revenue of Yen 820 billion and net income of Yen 40 billion.
ANNOUNCEMENT DATE: July 1, 2010 PRICE: $1,370,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$50 million upfront payment; $90 million in milestone payments. $1.16 billion in one-time purchase price adjustments. $70 million in regulatory and development milestones.
ARNA is to sell lorcaserin to Eisai for a purchase price starting at 31.5% of Eisai's annual net product sales; the purchase price will increase on a tiered basis to as high as 36.5% on the portion of annual net products sales exceeding $750 million. The
TARGET: Sigma drug making business
ACQUIRER: Aspen Group
LISTING: ASX: SIP LISTING: J: APNH LOCATION: South Croydon, Australia CEO: Stephen Saad PHONE: 27 31 5808600 UNITS: 98 Armstrong Avenue FAX: 27 31 5808647 REVENUE: $600,000,000 (FY 2010) Durban, South Africa 4019 NET INCOME: $67,000,000 (EBIT) WEB SITE: www.aspenpharma.com
Sigma Pharmaceuticals is selling its pharmaceutical division, which includes generics, consumer, OTC, Herron painkillers, ethical products, medical products, orphan and manufacturing business.
Aspen is AfricaÆs largest pharmaceutical manufacturer, with a focus on generic drugs. For the six months ended December 31, 2007, it generated revenue of ZAR 2.2 billion and net income of ZAR438 million.
ANNOUNCEMENT DATE: August 15, 2010 PRICE: $804,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 1.34 PRICE/INCOME: 12
A$900 million
ARNA is to sell lorcaserin to Eisai for a purchase price starting at 31.5% of Eisai's annual net product sales; the purchase price will increase on a tiered basis to as high as 36.5% on the portion of annual net products sales exceeding $750 million. The deal gives Eisai exclusive rights to sell lorcaserin in the U.S.; ARNA will supply Eisai with the drug from its Swiss manufacturing facility.
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TARGET: Trophos SA ACQUIRER: Actelion Pharmaceuticals, Ltd.
LISTING: Private LISTING: SWX: ATLN LOCATION: Marseille, France CEO: Jean-Paul Clozel PHONE: 41 61 565 65 65 UNITS: Gewerbestrasse 16 FAX: 41 61 565 65 00 REVENUE: Allschwil, Switzerland CH-4123 NET INCOME: WEB SITE: www.actelion.com
Trophos is a clinical-stage pharma company developing new therapeutics for indications in neurology and cardiology. It uses a proprietary cholesterol-oxime based chemistry platform to generate drug candidates.
Actelion is a biopharmaceutical company whose first drug has been approved as a therapy for pulmonary arterial hypertension. For the six months ended June 30, 2010, ATLN generated revenue of CHF 523 million and EBIT of CHF 207 million.
ANNOUNCEMENT DATE: July 20, 2010 PRICE: $263,400,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Eur 10 million for exclusive option to purchase Trophos. Exercise price of between Eur 125 million and Eur 195 million.
This acquisition gives the buyer a drug candidate, elosoxime, in a phase 3 study for amyotrophic lateral sclerosis, or Lou Gehrig's disease, which has been designated an orphan disease. Once the study is completed, sometime toward the end of 2011, ATLN may exercise its option. The ultimate purchase price depends on regulatory approvals and other clinical progress in Trophos's pipeline.
TARGET: U.S. rights to Enablex ACQUIRER: Warner Chilcott, Ltd.
LISTING: NYSE: NVS LISTING: NASDAQ: WCRX LOCATION: Basel, Switzerland CEO: Roger M.
Boissonneault PHONE: 973-442-3200
UNITS: 100 Enterprise Drive FAX: 973-442-3283 REVENUE: $190,000,000 Rockaway, New Jersey 7866 NET INCOME: WEB SITE: www.warnerchilcott.com
Novartis AG is selling the U.S. rights to Enablex, a product indicated for the treatment of adults with symptoms of overactive bladder. It has been on the U.S. market since 2005. For 2009, the product generated U.S. sales of $190 million.
Warner Chilcott develops, makes, markets and sells branded prescription pharmaceutical products. On a trailing 12-month basis, WCRX generated revenue of $2.5 billion, EBITDA of $1.3 billion and net income of $513 million.
ANNOUNCEMENT DATE: September 24, 2010 PRICE: $420,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 2.21 PRICE/INCOME:
$400 million in upfront cash payment. Potential milestone payments of up to $20 million.
Prior to this deal, WCRX had co-promoted the drug with NVS based on an agreement that it assumed when it acquired Procter & Gambles' branded pharma business in 2009. Under terms of the current deal, NVS will retain rights to the drug in all markets outside the U.S. and WCRX will assume manufacturing control within three years. This deal results in the termination of the prior co-promotion deal. This deal closed on October 18, 2010.
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The Health Care M&A Report, Third Quarter 2010
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TARGET: Ann Arbor Inhospital Physicians, PPLC
ACQUIRER: IPC-The Hospitalist Co.
LISTING: Private LISTING: NASDAQ: IPCM LOCATION: Ann Arbor, Michigan CEO: Adam Singer PHONE: 888- 447-2362 UNITS: 4605 Lankershim Boulevard FAX: 818-766-3999 REVENUE: North Hollywood, California 91602 NET INCOME: WEB SITE: www.hospitalist.com
Ann Arbor Inhospital Physicians is a physician medical group specializing in the provision of hospitalist services. It generates an estimated 11,000 annual patient encounters.
IPC provides management services to hospitalists. On a trailing 12-month basis, IPCM generated revenue of $322 million, EBITDA of $35 million and net income of $20 million.
ANNOUNCEMENT DATE: July 29, 2010 PRICE: $434,200 (apportioned) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
See below for details of the apportionment.
This acquisition strengthens the buyer's existing Ann Arbor practice., providing IPC Michigan with additional opportunities for growth. This is one of three practices IPCM acquired for cash of $1.5 million; the amount has been apportioned among the three according to the number of annual patient days. The purchase agreements also provide for future contingent consideration.
TARGET: Austin Hospitalist Physicians, PA
ACQUIRER: IPC-The Hospitalist Co.
LISTING: Private LISTING: NASDAQ: IPCM LOCATION: Austin, Texas CEO: Adam Singer PHONE: 888- 447-2362 UNITS: 4605 Lankershim Boulevard FAX: 818-766-3999 REVENUE: North Hollywood, California 91602 NET INCOME: WEB SITE: www.hospitalist.com
Austin Hospitalist Physicians is a physician medical group specializing in the provision of hospitalist services. It generates an estimated 9,000 annual patient encounters.
IPC provides management services to hospitalists. On a trailing 12-month basis, IPCM generated revenue of $322 million, EBITDA of $35 million and net income of $20 million.
ANNOUNCEMENT DATE: July 1, 2010 PRICE: $355,300 (apportioned) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
See below for details of apportionment.
This acquisition represents a new market for IPCM in Texas. This is one of three practices IPCM acquired for cash of $1.5 million; the amount has been apportioned among the three according to the number of annual patient days. The purchase agreements also provide for future contingent consideration.
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TARGET: Cardiology Diagnostics, Ltd. ACQUIRER: BJC HealthCare
LISTING: Private LISTING: Nonprofit LOCATION: Farmington, Missouri CEO: Steven Lipstein PHONE: 314-747-9322 UNITS: 8 (physicians) 4444 Forest Park Avenue FAX: REVENUE: St. Louis, Missouri 63108 NET INCOME: WEB SITE: www.bjc.org
Cardiology Diagnostics is a physician medical group specializing in cardiology. The group's eight physicians practice from four locations. Over the past two years, they have treated approximately 8,000 patients.
BJC HealthCare operates 13 hospitals and provides allied services in Missouri and southern Illinois. It generates annual revenue of $3.1 billion.
ANNOUNCEMENT DATE: September 16, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
Cardiology Diagnostics will join BJC Medical Group of Missouri. The practice will close one location but remain at its other three. This acquisition enlarges BJC's physician network in Missouri. The physicians are to become employees of BJC.
TARGET: Chattanooga Heart Institute ACQUIRER: Memorial Health Care System
LISTING: Private LISTING: Private LOCATION: Chattanooga, Tennessee CEO: James M. Hobson PHONE: 423-495-2525 UNITS: 23 (physicians) 2525 de Sales Avenue FAX: REVENUE: Chattanooga, Tennessee 37404 NET INCOME: WEB SITE: www.memorial.org
Chattanooga Heart Institute is a 23-physician medical group practice specializing in cardiology. It provides diagnostic, treatment research and rehabilitation in the market.
Part of Catholic Health Initiatives, Memorial Health Care System operates a network of two hospitals and related facilities.
ANNOUNCEMENT DATE: September 16, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition helps to integrate physician and hospital services in cardiac care at Memorial Health Care's facilities. The physicians and staff at Chattanooga Heart Institute will become employees of Memorial.
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TARGET: Eagle Hospital Physicians ACQUIRER: Highlander Partners, LLC
LISTING: Private LISTING: Private LOCATION: Atlanta, Georgia CEO: Laurence Hirsch PHONE: 214-245-5000 UNITS: 3811 Turtle Creek Blvd. FAX: 214-245-5015 REVENUE: Dallas, Texas 75219 NET INCOME: WEB SITE: www.highlander-partners.com
Eagle Hospital Physicians is a practice management company that provides hospitalist contract services, telemedicine and temporary staffing.
Highlander Partners is a private investment firm.
ANNOUNCEMENT DATE: September 9, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
Highlander Partners, Flexpoint Ford and Health Enterprise Partners are acquiring Eagle Hospital Partners. The additional financial and managerial resources these investment firms can bring to bear should help Eagle grow in the Southeast and Midatlantic regions.
TARGET: Family Care Specialists ACQUIRER: Ocala Health System
LISTING: Private LISTING: Private LOCATION: Ocala, Florida CEO: Rex Etheredge PHONE: 352- 401-1000 UNITS: 25 (physicians) 1431 SW 1st Avenue FAX: REVENUE: Ocala, Florida 34478 NET INCOME: WEB SITE: www.ocalahealthsystem.com
Family Care Specialists is a physician medical group practice specializing in family medicine. Twenty-five physicians provide services from seven area locations. The practice sees 90,000 patients annually.
A subsidiary of HCA, Ocala Health System operates two acute care hospitals and a number of ancillary facilities.
ANNOUNCEMENT DATE: September 22, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition includes Advanced Imaging Centers, a provider of diagnostic imaging services, thus expanding Ocala's continuum of care. This is Ocala's first purchase of a family medicine group.
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TARGET: Heart Group of the Carolinas
ACQUIRER: Carolinas HealthCare System
LISTING: Private LISTING: Nonprofit LOCATION: Concord, North Carolina CEO: Michael C. Tarwater PHONE: 704-355-2000 UNITS: 10 (physicians) 1000 Blythe Blvd. FAX: REVENUE: Charlotte, North Carolina 28203 NET INCOME: WEB SITE: www.carolinas.org
Heart Group of the Carolinas is a 10-physician medical group practice specializing in cardiology. It operates two offices.
Carolinas HealthCare System (CHS) owns or manages 25 hospitals in North and South Carolina with 4,300 licensed beds and 25,300 employees. It generates annual revenue of about $2.0 billion.
ANNOUNCEMENT DATE: September 1, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
The target practice is integrated into the buyer's Sanger Heart and Vascular Institute. Carolinas HealthCare acquired the Sanger Clinic in 2005.
TARGET: Hospital Internists of Bristol, LLC
ACQUIRER: IPC-The Hospitalist Co.
LISTING: Private LISTING: NASDAQ: IPCM LOCATION: Bristol, Connecticut CEO: Adam Singer PHONE: 888- 447-2362 UNITS: 4605 Lankershim Boulevard FAX: 818-766-3999 REVENUE: North Hollywood, California 91602 NET INCOME: WEB SITE: www.hospitalist.com
Hospital Internists of Bristol is a physician medical group specializing in the provision of hospitalist services. It generates an estimated 18,000 annual patient encounters.
IPC provides management services to hospitalists. On a trailing 12-month basis, IPCM generated revenue of $335 million, EBITDA of $37 million and net income of $21 million.
ANNOUNCEMENT DATE: August 11, 2010 PRICE: $710,500 (apportioned) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
See below for details of apportionment.
This acquisition strengthens the buyer's existing New England practice. The owner of the target practice, Dr. Elizabeth Tillman, will remain with the group as practice leader. This is one of three practices IPCM acquired for cash of $1.5 million; the amount has been apportioned among the three according to the number of annual patient days. The purchase agreements also provide for future contingent consideration.
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TARGET: Morningstar Emergency Physicians
ACQUIRER: TeamHealth
LISTING: Private LISTING: NYSE: TMH LOCATION: Oklahoma City, Oklahoma CEO: Greg Roth PHONE: 865-693-1000 UNITS: 150 (providers) 265 Brookview Centre Way FAX: 865-539-3073 REVENUE: Knoxville, Tennessee 37919 NET INCOME: WEB SITE: www.teamhealth.com
Morningstar Emergency Physicians provides emergency physician services at 15 facilities in Oklahoma and Texas. Over 150 physicians and clinicians generate 500,000 annual emergency department patient visits.
TeamHealth provides outsourced physician staffing and administrative services to hospitals and other health care providers. On a trailing 12-month basis, it generated revenue of $2.5 billion, EBITDA of $149 million and net income of $28 million.
ANNOUNCEMENT DATE: August 10, 2010 PRICE: $57,900,000 (approximate) PRICE PER UNIT: $386,000 TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition expands the buyer's emergency physicians network in Oklahoma and Texas. Of the purchase price, approximately $38.4 million was allocated to goodwill while approximately $19.5 million was allocated to contract intangibles.
TARGET: Partners in OB/GYN Care ACQUIRER: Texas Children's Hospital
LISTING: Private LISTING: Nonprofit LOCATION: Houston, Texas CEO: Mark A. Wallace PHONE: 832-824-1000 UNITS: 5 (physicians) 6621 Fannin Street FAX: REVENUE: Houston, Texas 77030 NET INCOME: WEB SITE: www.texaschildrens.org
Partners in OB/GYN Care is a physician group practice specializing in obstetrics and gynecology. The practice is staffed by five physicians. In addition to providing a broad range of ob-gyn services, the practice delivers 600 babies each year.
Texas Children's Hospital provides pediatric acute care services at its acute care facility and 40 offices.
ANNOUNCEMENT DATE: July 1, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition will help the buyer expand its maternity and new born care segment. The target practice's physicians will join the buyer's Texas Children's Pediatric Associates, the largest primary care network with over 44 practices and over 170 physicians.
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TARGET: Pediatric cardiology group ACQUIRER: Mednax, Inc.
LISTING: Private LISTING: NYSE: MD LOCATION: Laredo, Texas CEO: Roger J. Medel PHONE: 954-384-0175 UNITS: 2 (physicians) 1301 Concord Terrace FAX: 954-838-9961 REVENUE: Sunrise, Florida 33323 NET INCOME: WEB SITE: www.mednax.com
The target is a two-physician medical group specializing in pediatric cardiology.
Mednax is a national practice for neonatal, maternal-fetal, pediatric and anesthesiology specialties. On a trailing 12-month basis, MD generated revenue of $1.3 billion, EBITDA of $305 million and net income of $176 million.
ANNOUNCEMENT DATE: August 17, 2010 PRICE: $1,200,000 (approximate) PRICE PER UNIT: $600,000 TERMS: PRICE/REVENUE: PRICE/INCOME:
Cash. No contingent consideration.
This acquisition expands the buyer's network of pediatric cardiology specialists.
TARGET: Six ProHealth Care practices
ACQUIRER: Froedtert Health
LISTING: Private LISTING: Private LOCATION: Waukesha, Wisconsin CEO: William Petasnick PHONE: 414-805-3000 UNITS: 90 (physicians) 9200 West Wisconsin Avenue FAX: REVENUE: Milwaukee, Wisconsin 53226 NET INCOME: WEB SITE: www.froedterthealth.org
ProHealth Care Medical Associates is selling six practice locations in Menomonee Falls, Germantown and Hartford, which includes 90 physicians and clinicians. These practices saw 100,000 patients in the past three years.
Froedtert Health is an integrated delivery system with several hospitals and an affiliated physician practice.
ANNOUNCEMENT DATE: September 7, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This deal allows patients to see local physicians and use local hospitals. The acquired assets include three general clinics in Menomenee Falls, Germantown and Hartford; two specialty services, one behavioral, the other rehabilitation, in Menomenee Falls; and a Sussex physician practice.
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TARGET: The Family Doctor Clinic of Mathews
ACQUIRER: Ochsner St. Anne General Hospital
LISTING: Private LISTING: Nonprofit LOCATION: Mathews, Louisiana CEO: PHONE: 985-537-6841 UNITS: 3 (physicians) 4609 Highway 1 FAX: REVENUE: Raceland, Louisiana 70394 NET INCOME: WEB SITE: www.ochsner.org
The Family Doctor Clinic is a physician group practice. Its three physicians and staff provide such services as occupational medicine, pediatric services, physical exams and office-based surgical procedures.
Part of the Ochsner Health System, Ochsner St. Anne General Hospital is a 35-bed acute care facility. For 2009, it generated net patient revenue of $26.1 million and a net loss of $1.97 million.
ANNOUNCEMENT DATE: July 1, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
The practice is to be renamed Ochsner St. Anne Family Doctor Clinic of Mathews. This acquisition extends the buyer's provider network.
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The Health Care M&A Report, Third Quarter 2010
163
TARGET: Sugar Land Rehabilitation Hospital
ACQUIRER: HealthSouth
LISTING: Private LISTING: NYSE: HLS LOCATION: Sugar Land, Texas CEO: Jay Grinney PHONE: 205-967-7116 UNITS: 50 (beds) 3660 Grandview Pkwy., Suite
200 FAX:
REVENUE: $17,400,000 Birmingham, Alabama 35243 NET INCOME: $6,900,000 (EBITDA) WEB SITE: www.healthsouth.com
Sugar Land Rehabilitation Hospital is a 50-bed inpatient rehabilitation hospital. For the year ended May 31, 2009, the hospital generated net patient revenue of $17.4 million, EBITDA of $6.9 million and net income of $3.7 million.
HealthSouth Corporation provides inpatient rehabilitation services. On a trailing 12-month basis, HLS generated revenue of $1.9 billion, EBITDA of $389 million and net income of $62.9 million.
ANNOUNCEMENT DATE: July 27, 2010 PRICE: $23,600,000 (approximate) PRICE PER UNIT: $472,000 TERMS: PRICE/REVENUE: 1.36 PRICE/INCOME: 3.42
Funded with available cash.
This acquisition gives HLS its thirteenth rehabilitation hospital in Texas, expanding the company's presence in the southwest Houston and Fort Bend areas. This deal closed September 20, 2010.
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The Health Care M&A Report, Third Quarter 2010
169
TARGET: Affilion, Inc. ACQUIRER: Emergency Medical Services Corp.
LISTING: Private LISTING: NYSE: EMS LOCATION: Tempe, Arizona CEO: William A. Sanger PHONE: 303-495-1200 UNITS: 6200 South Syracuse Way FAX: REVENUE: Greenwood Village, Colorado 80111 NET INCOME: WEB SITE: www.emsc.net
Affilion is an emergency physician staffing and management company. It provides emergency department physician staffing and related management services in hospitals in Arizona, New Mexico and Texas.
Emergency Medical Services provides outsourced emergency department staffing and ambulance services through its two divisions. On a trailing 12-month basis, EMS generated revenue of $2.6 billion, EBITDA of $289 million and net income of $122 million.
ANNOUNCEMENT DATE: July 6, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
The target business is to become part of EMS's EmCare subsidiary. This deal should provide EMS with opportunities to expand its facility-based services in Arizona and New Mexico. This is one of two acquisitions which the company announced making at the same time and which will jointly contribute $23 million to its annual revenue. The other acquisition is Fredericksburg Anesthesia Consultants. They are two of four acquisitions made for a total of $51.2 million.
TARGET: Air Medical Group Holdings
ACQUIRER: Bain Capital Partners, LLC
LISTING: Private LISTING: Private LOCATION: Boca Raton, Florida CEO: John Connaughton PHONE: 617-516-2000 UNITS: 111 Huntington Ave. FAX: 617-516-2010 REVENUE: Boston, Massachusetts 2199 NET INCOME: WEB SITE: www.baincapital.com
Brockway Moran & Partners and MVP Capital Partners are selling Air Medical Group, a provider of emergency air medical transport services. It operates three subsidiaries: Air Evac Lifeteam, Med-Trans Corporation and EagleMed.
Bain Capital, LLC is a global private investment firm. Bain Capital Partners manages private equity.
ANNOUNCEMENT DATE: August 27, 2010 PRICE: $1,000,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This secondary buyout gives Air Medical Group access to Bain's extensive financial and managerial resources to grow its business. Air Evac Lifeteam is located in West Plains, Missouri; Med-Trans in Dallas, Texas; and EagleMed in Wichita, Kansas. The target serves 144 base locations across 25 states with a fleet of over 170 helicopters and airplanes. Barclays Capital and Moelis & Co. provided Air Medical with financial advice on this deal. Warburg Pincus had also been a potential bidder.
The Health Care M&A Report, Third Quarter 2010
170
TARGET: Chem Rx Corporation ACQUIRER: PharMerica Corporation
LISTING: OTCBB: CHRX.Q LISTING: NYSE: PMC LOCATION: Long Beach, New York CEO: Gregory S. Weishar PHONE: 502-263-7000 UNITS: 1901 Campus Place FAX: 800-395-6972 REVENUE: $359,000,000 Louisville, Kentucky 40299 NET INCOME: WEB SITE: www.pharmerica.com
Chem Rx is the third-largest institutional pharmacy in the country. It provides drugs, intravenous drugs, DME and surgical supplies to 60,000 patients in New York, New Jersey, Pennsylvania and Florida. It provides over 6 million prescriptions to 400 institutions.
PharMerica Corporation operates 90 institutional pharmacies in 41 states. On a trailing 12-month basis, it generated revenue of $1.83 billion, EBITDA of $94 million and net income of $34.5 million.
ANNOUNCEMENT DATE: September 27, 2010 PRICE: $70,600,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: 0.2 PRICE/INCOME:
Stalking horse bid. In bankruptcy proceedings.
This acquisition allows the buyer to enter the New York and New Jersey markets, and to stem bed losses in its business. Chem Rx entered Chapter 11 in May 2010.
TARGET: Colorado assets ACQUIRER: Rural/Metro Corp.
LISTING: Private LISTING: NASDAQ: RURL LOCATION: Boulder, Colorado CEO: Michael P. DiMino PHONE: 480-606-3886 UNITS: 38,000 (transports) 9221 East Via De Ventura FAX: REVENUE: $12,000,000 Scottsdale, Arizona 85258 NET INCOME: WEB SITE: www.ruralmetro.com
Pridemark Paramedic Services is selling its Colorado assets. Pridemark is a provider of 911 ambulance services in Boulder, Arvada, Edgewater, Fairmont and Wheat Ridge. With 38,000 transports per year, it generates revenue of $12 million.
Rural/Metro is a provider of medical ambulance response services in 20 states. On a trailing 12-month basis, RURL generated revenue of $531 million, EBITDA of $71 million and net income of $4 million.
ANNOUNCEMENT DATE: September 22, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This deal adds nursing services to Medrec's existing therapist services, expanding the range of facilities with which it can contract. With this combination, Medrec will have over 250 internal and external employees throughout the country. The combined company will have more than 2,000 contracts with a variety of providers.
The Health Care M&A Report, Third Quarter 2010
171
TARGET: Complete Medical Staffing ACQUIRER: Medrec, Inc.
LISTING: Private LISTING: Private LOCATION: Denver, Colorado CEO: Peter Knight-Sheen PHONE: 800-437-7560 UNITS: 85 NE Loop 410, Suite 610 FAX: REVENUE: San Antonio, Texas 78216 NET INCOME: WEB SITE: www.medrec-pt.com
Complete Medical Staffing is a provider of health care staffing services. It specializes in placing nurses, certified nurses assistants and nurse practitioners.
Medrec specializes in recruiting occupational and speech therapists.
ANNOUNCEMENT DATE: September 8, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Merger
This deal adds nursing services to Medrec's existing therapist services, expanding the range of facilities with which it can contract. With this combination, Medrec will have over 250 internal and external employees throughout the country. The combined co
TARGET: Continuing Care Rx ACQUIRER: Omnicare, Inc.
LISTING: Private LISTING: NYSE: OCR LOCATION: Harrisburg, Pennsylvania CEO: James D. Shelton PHONE: 859-392-3300 UNITS: 43,000 (beds) 100 East Rivercenter Boulevard FAX: 859-392-3333 REVENUE: $170,000,000 Covington, Kentucky 41011 NET INCOME: WEB SITE: www.omnicare.com
Thoma Cressey Equity Partners is selling Continuing Care Rx, an institutional pharmacy provider serving 32,000 long-term care licensed beds and 11,000 correctional facility beds. For the year ended June 30, 2010, the business generated revenue of $170 million.
Omnicare provides institutional pharmacy services to 1.4 million beds in the U.S. and Canada. On a trailing 12-month basis, it generated revenue of $6.1 billion, EBITDA of $672 million and net income of $236 million.
ANNOUNCEMENT DATE: September 1, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition expands the buyer's presence in Florida, Illinois, Maryland, New Hampshire, New York, North Carolina, Pennsylvania and Virginia. Continuing Care Rx has grown since being acquired in late 2004; at that time, it served 10,000 beds generating revenue of $50.0 million.
The Health Care M&A Report, Third Quarter 2010
172
TARGET: Contract research organization unit
ACQUIRER: Lambda Therapeutic Research
LISTING: TSX: BVF LISTING: Private LOCATION: Toronto, Ontario CEO: Bindi Chudgar PHONE: 91-79-40202020 UNITS: S. G. Highway, Gota FAX: 91-79-40202021 REVENUE: Ahmedabad, Gujarat, India 380061 NET INCOME: WEB SITE: www.lambda-cro.com
Biovail Corporation is selling its Canadian contract research organization, which includes a 194-bed clinical research center in Toronto. The center has a first-in-human unit, a subject screening area and a bioanalytical lab.
Lambda Therapeutic Research is a contract research organization.
ANNOUNCEMENT DATE: August 9, 2010 PRICE: $6,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition extends the buyer's network of facilities to Canada; it currently operates units in Poland and the United Kingdom. Avendus Capital Pvt Ltd provided Lambda Therapeutic with advice on this deal while Fairmount Partners was the investment bank representing Biovail.
TARGET: Fredericksburg Anesthesia Consultants
ACQUIRER: Emergency Medical Services Corp.
LISTING: Private LISTING: NYSE: EMS LOCATION: Fredericksburg, Texas CEO: William A. Sanger PHONE: 303-495-1200 UNITS: 6200 South Syracuse Way FAX: REVENUE: Greenwood Village, Colorado 80111 NET INCOME: WEB SITE: www.emsc.net
Fredericksburg Anesthesia Consultants, PLLC is a provider of anesthesia services to facilities in South Texas. It is the sole provider of such services to Hill County Memorial Hospital and its eight-county service area.
Emergency Medical Services provides outsourced emergency department staffing and ambulance services through its two divisions. On a trailing 12-month basis, EMS generated revenue of $2.6 billion, EBITDA of $289 million and net income of $122 million.
ANNOUNCEMENT DATE: July 6, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
The target business is to become part of EMS's AnesthesiaCare subsidiary. This deal complements the buyer's presence in Texas, and positions the company for cross-selling opportunities in the local market. This is one of two acquisitions which the company announced making at the same time and which will jointly contribute $23 million to its annual revenue; the other acquisition is Affilion. They are two of four acquisitions made for a total of $51.2 million.
The Health Care M&A Report, Third Quarter 2010
173
TARGET: FutureScripts, LLC ACQUIRER: Catalyst Health Solutions, Inc.
LISTING: Nonprofit LISTING: NASDAQ: CHSI LOCATION: Philadelphia, Pennsylvania CEO: David T. Blair PHONE: 301-548-2900 UNITS: 1,000,000 (covered lives) 800 King Farm Boulevard FAX: 301-548-2991 REVENUE: Rockville, Maryland 20850 NET INCOME: WEB SITE: www.chsi.com
Independence Blue Cross (IBC) is selling FutureScripts, LLC and FutureScripts Secure, LLC, its pharmacy benefit management business. It provides services to one million members and handles 14 million prescriptions annually.
Catalyst Health Solutions, through its subsidiaries, operates as a pharmacy benefit management company. On a trailing 12-month basis, CHSI generated revenue of $3.2 billion, EBITDA of $130 million and net income of $72 million.
ANNOUNCEMENT DATE: August 5, 2010 PRICE: $225,000,000 PRICE PER UNIT: $225 TERMS: PRICE/REVENUE: PRICE/INCOME:
Subject to certain adjustments.
After the deal closes, CHSI will manage Independence Blue Cross's PBM operations under a 10-year contract. The deal is to be financed from cash on hand and from the proceeds of a $150 million term loan. Cain Brothers provided IBC with financial advice on this transaction; Jefferies & Co. provided CHSI with similar advice.
TARGET: Greater Sacramento Specialty Pharmacy
ACQUIRER: The Apothecary Shops
LISTING: Private LISTING: Private LOCATION: Sacramento, California CEO: Keith Cook PHONE: UNITS: 23620 North 20th Drive FAX: REVENUE: Phoenix, Arizona 85085 NET INCOME: WEB SITE: www.theapothecaryshop.com
Greater Sacramento Specialty Pharmacy is a provider of specialty pharmacy services, with a focus on oncology and pain management. It serves patients and practitioners in California, Idaho, Montana, Nevada, Oregon and Washington.
The Apothecary Shops operates a chain of specialty pharmacies with specialties in veterinary medicine, pain management, infectious disease, oncology, fertility, women's health, transplant, compounding and sports health.
ANNOUNCEMENT DATE: August 30, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This acquisition expands the buyer's distribution capacity in the west and significantly enlarges the volume of its oncology business.
The Health Care M&A Report, Third Quarter 2010
174
TARGET: Health care staffing company
ACQUIRER: Medical Connections Holdings, Inc.
LISTING: Private LISTING: OTCBB: MCTH LOCATION: , Florida CEO: Jeffrey Rosenfeld PHONE: 561-353-1110 UNITS: 4800 T Rex Ave., Suite 310 FAX: 561-353-1042 REVENUE: $7,000,000 Boca Raton, Florida 33431 NET INCOME: WEB SITE: www.medicalconnections.com
The target is a health care staffing company based in Florida. In 2009, the company generated revenue of approximately $7 million and was profitable.
Medical Connections Holdings provides medical recruiting services to clients in the health care and medical industries. On a trailing 12-month basis, MCTH generated revenue of $6.4 million and a net loss of $9.0 million.
ANNOUNCEMENT DATE: August 25, 2010 PRICE: PRICE PER UNIT: TERMS: PRICE/REVENUE: 0.64 PRICE/INCOME:
Not disclosed
This acquisition expands the buyer's health care staffing business in its home state of Florida..
TARGET: HGI Holdings, Inc. ACQUIRER: Clayton, Dubilier & Rice, LLC
LISTING: Private LISTING: Private LOCATION: Cleveland, Ohio CEO: Richard J. Schnall PHONE: 212-407-5200 UNITS: 375 Park Avenue, 18th Floor FAX: 212-407-5252 REVENUE: New York, New York 10152 NET INCOME: WEB SITE: www.cdr-inc.com
The Jordan Company is selling HGI Holdings, a provider of mail-order, direct-to-home specialty medical products to chronic disease patients. It provides its client base with over 30,000 products.
Clayton, Dubilier & Rice is a private equity firm. Since inception, it has managed more than $12 billion in 46 American and European businesses.
ANNOUNCEMENT DATE: July 27, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Not disclosed
This transaction gives HGI the resources to accelerate its growth in a fragmented commercial customer and patient base. HGI operates through two segments: Edgepark Medical Supplies and Independence Medical. Debt financing for the deal is being arranged by affiliates of Goldman Sachs, Jefferies & Co. and Morgan Stanley Senior Funding. Jefferies & Co. provided HGI with financial advice on this deal. This deal closed October 1, 2010.
The Health Care M&A Report, Third Quarter 2010
175
TARGET: Home infusion business ACQUIRER: Walgreen Co.
LISTING: NYSE: OCR LISTING: NYSE: WAG LOCATION: Covington, Kansas CEO: Greg Wasson PHONE: 847-940-2500 UNITS: 200 Wilmot Road FAX: 847-2804-3652 REVENUE: Deerfield, Illinois 60015 NET INCOME: WEB SITE: www.walgreens.com
Omnicare is selling its home infusion business, which includes six home infusion locations in Maryland, Nevada, Virginia, Pennsylvania and California, a compounding pharmacy in Nevada and a home care management location in Maryland.
Walgreen Co. is the country's largest drugstore chain. On a trailing 12-month basis, WAG generated revenue of $66 billion, EBITDA of $4.5 billion and net income of $2.1 billion.
ANNOUNCEMENT DATE: September 8, 2010 PRICE: Merger PRICE PER UNIT: $624 TERMS: PRICE/REVENUE: PRICE/INCOME:
Exchange of business lines.
In exchange for its home infusion business, OCR is acquiring WAG's long-term pharmacy business. This acquisition extends WAG's position as the largest distributor of home infusion drugs.
TARGET: INC Research ACQUIRER: Avista Capital Partners/ Ontario Teachers' Pension
LISTING: Private LISTING: Private LOCATION: Raleigh, North Carolina CEO: David Burgstahler PHONE: 212-593-6900 UNITS: 65 East 55th Street, 18th Floor FAX: 212-593-6901 REVENUE: $400,000,000 (2011
projected) New York, New York 10022
NET INCOME: $60,000,000 (EBITDA) WEB SITE: www.avistacap.com
Crosspoint Venture Partners and Adams Street Partners are selling INC Research, a therapeutically focused contract research organization, providing phase 1 through phase 4 programs.
Avista Capital Partners is a private equity group; Ontario Teachers' Pension Plan is a pension fund. The contact information below is for Avista.
ANNOUNCEMENT DATE: August 19, 2010 PRICE: $575,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 1.44 PRICE/INCOME: 9.58
Cash
This transaction will provide INC with the financial resources for accelerated growth and investors for a good return on investment, due to rapid expansion of the CRO industry. Jefferies & Company provided INC Research with financial advice on this deal.
The Health Care M&A Report, Third Quarter 2010
176
TARGET: Institutional pharmacy business
ACQUIRER: Omnicare, Inc.
LISTING: NYSE: WAG LISTING: NYSE: OCR LOCATION: Deerfield, Illinois CEO: James D. Shelton PHONE: 859-392-3300 UNITS: 100 East Rivercenter Boulevard FAX: 859-392-3333 REVENUE: Covington, Kentucky 41011 NET INCOME: WEB SITE: www.omnicare.com
Walgreen is selling its institutional pharmacy business. It has long-term pharmacy locations in Colorado, Texas, Florida, Georgia and Maryland.
Omnicare provides institutional pharmacy services to 1.4 million beds in the U.S. and Canada. On a trailing 12-month basis, it generated revenue of $6.1 billion, EBITDA of $672 million and net income of $236 million.
ANNOUNCEMENT DATE: September 8, 2010 PRICE: Not disclosed PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Swap of business lines with OCR.
In exchange for its institutional pharmacy business, WAG will receive OCR's home infusion business. The rationale behind the swap is that under their original companies, these units did not have the scale to grow effectively whereas under the new owners,
TARGET: Medical Staffing Network Holdings, Inc.
ACQUIRER: MSN AcquisitionCo, LLC
LISTING: PK: MSNW LISTING: Private LOCATION: Boca Raton, Florida CEO: PHONE: UNITS: FAX: REVENUE: $314,000,000 NET INCOME: $14,800,000 (EBITDA) WEB SITE:
Medical Staffing Network Holdings, is a per diem health care staffing company. On a trailing 12-month basis, it generated revenue of $314 million, EBITDA of $14.8 million and a net loss of $54 million.
MSN AcquisitionCo is organized and owned by MSNW's first lien secured lenders.
ANNOUNCEMENT DATE: July 6, 2010 PRICE: $84,122,982 PRICE PER UNIT: TERMS: PRICE/REVENUE: 0.27 PRICE/INCOME: 5.68
In voluntary bankruptcy proceedings under Chapter 11. Stalking horse bid.
MSN AcquisitionCo's offer is functioning as a stalking horse bid. MSNW was brought low by the sluggish economy: while it generated revenue of $538 million in 2008, it produced only $314 million in 2009. Jefferies & Co., Inc. is handling the bankruptcy auction.
The Health Care M&A Report, Third Quarter 2010
177
TARGET: NBTY, Inc. ACQUIRER: The Carlyle Group
LISTING: NYSE: NTY LISTING: Private LOCATION: Ronkonkoma, New York CEO: W. Robert Dahl PHONE: 202-729-5626 UNITS: 1001 Pennsylvania Ave, NW FAX: 202-347-1818 REVENUE: $2,780,000,000 Washington, DC 20004 NET INCOME: $460,000,000 (EBITDA) WEB SITE: www.thecarlylegroup.com
NBTY manufactures, markets and retails nutritional supplements, food products and personal care products. On a trailing 12-month basis, it generated revenue of $2.78 billion, EBITDA of $460 million and net income of $231 million.
The Carlyle Group is a private global investment firm which originates, structures and acts as lead equity investor in management-led buyouts, strategic minority equity investments and equity private placements, among other financings.
ANNOUNCEMENT DATE: July 15, 2010 PRICE: $3,800,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 1.37 PRICE/INCOME: 8.26
$55.00 in cash for each share of NTY.
This bid offers NTY shareholders a 47% premium to the stock's prior-day price. The deal has fully committed financing, consisting of a combination of equity contributed by Carlyle Partners V and external debt financing provided by BofA Merrill Lynch, Barclays Capital and Credit Suisse. The agreement includes a go-shop provision. BofA Merrill Lynch and Centerview Partners LLC are providing financial advice to NTY; Barclays Capital and Credit Suisse are providing similar advice to Carlyle.
TARGET: Nursefinders, Inc. ACQUIRER: AMN Healthcare Services, Inc.
LISTING: Private LISTING: NYSE: AHS LOCATION: Arlington, Texas CEO: Susan R.
Nowakowski PHONE: 866-871-8519
UNITS: 12400 High Bluff Drive, Suite 100
FAX: 800-282-1211
REVENUE: San Diego, California 92130 NET INCOME: WEB SITE: www.amnhealthcare.com
Nursefinders, dba Medfinders, is a provider of nurse staffing services, home health care services and physician search services.
AMN Healthcare is a temporary health care staffing company: it provides travel nurse staffing services to hospitals and other facilities nationally. On a trailing 12-month basis, AHS generated revenue of $653 million, EBITDA of $41 million and net income
ANNOUNCEMENT DATE: July 28, 2010 PRICE: $220,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
$88 million in stock; $132 million in assumed debt.
This acquisition supports AHS' long-term strategy by expanding its service lines and improving its ability to deliver work force management services to its clients. On closing of this deal, current Nursefinders' shareholders will own 26% of the stock of the combined company.
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TARGET: Orlando surgery center ACQUIRER: NovaMed, Inc.
LISTING: Private LISTING: NASDAQ: NOVA LOCATION: Orlando, Florida CEO: Thomas S. Hall PHONE: 312-664-4100 UNITS: 333 W. Wacker Drive, Ste.
1010 FAX: 312-664-4250
REVENUE: Chicago, Illinois 60606 NET INCOME: WEB SITE: www.novamed.com
The target is a multispecialty outpatient surgery center based in Orlando, Florida. The physician partners perform orthopedic, ophthalmology and general surgery procedures.
NovaMed acquires, develops and manages outpatient surgery centers. On a trailing 12-month basis, it generated $154 million in revenue, $43 million in EBITDA and $6.6 million in net income.
ANNOUNCEMENT DATE: September 29, 2010 PRICE: $1,286,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Asset acquisition
The acquired operations have been merged into NOVA's Downtown Surgery Center; furthermore, three physician/partners and a hospital/partner of the acquired center have become partners in the Downtown center. As a result of this deal, NOVA owns 62% of the D
TARGET: Progenitor Holdings AG ACQUIRER: Encorium Group, Inc.
LISTING: Private LISTING: NASDAQ: ENCO LOCATION: Switzerland CEO: Kai Lindevall PHONE: 484-588-540 UNITS: 435 Devon Park Drive, Bldg.
500 FAX:
REVENUE: Wayne, Pennsylvania 19087 NET INCOME: WEB SITE: www.encorium.com
Progenitor Holdings conducts contract research organization operations in Mexico, Panama, Chile, Switzerland, India and Hong Kong.
Encorium Group is a CRO serving the biotech, pharma and medical device industries. On a trailing 12-month basis, ENCO generated revenue of $19.1 million and a net loss of $4.5 million.
ANNOUNCEMENT DATE: July 19, 2010 PRICE: $4,144,540 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Cash and stock of Eur 1.7 million. Earnout of Eur 1.5 million in cash and stock.
The acquired operations have been merged into NOVA's Downtown Surgery Center; furthermore, three physician/partners and a hospital/partner of the acquired center have become partners in the Downtown center. As a result of this deal, NOVA owns 62% of the Downtown center.
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TARGET: SSL International plc ACQUIRER: Reckitt Benckiser PLC
LISTING: LSE: SSL LISTING: LSE: RB LOCATION: London, England CEO: Bart Becht PHONE: 440 1753 217800 UNITS: 103-105 Bath Road FAX: 440 1763 217899 REVENUE: $975,850,000 Slough, England SL1 3UH NET INCOME: $136,000,000 (operating
profit) WEB SITE: www.reckittbenckiser.com
SSL is a consumer health company that makes Durex condoms and Scholl foot care products, among many other items. For the year ended March 31, 2010, it generated revenue of GBP 642.4 million, operating profit of GBP 89.5 million and net income of GBP 55.5
Reckitt is a leader in household cleaning goods such as Woolite and Electrosol. For 2009, it generated revenue of GBP 7.75 billion and adjusted operating profit of GBP 1.9 billion.
ANNOUNCEMENT DATE: July 21, 2010 PRICE: $3,800,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 3.89 PRICE/INCOME: 27.94
GBP 11.71 per share.
This deal offers SSL shareholders a 33% premium to the stock's prior-day price. On news of the announcement, the stock price rose 33.5%. This acquisition adds to the buyer's health and personal care business, which has been a primary growth driver for the company.
TARGET: St. Francis Outpatient Center
ACQUIRER: Cogdell Spencer ERDMAN
LISTING: Nonprofit LISTING: NYSE: CSA LOCATION: Greenville, South Carolina CEO: Rymond Brown PHONE: 678-417-5700 UNITS: 4401 Barclay Downs Drive FAX: 678-417-5676 REVENUE: Charlotte, North Carolina 28209 NET INCOME: WEB SITE: www.cogdellspencer.com
St. Francis Hospital, a member of Bon Secours Health System, is selling St. Francis Outpatient Center, an outpatient surgery center that houses a 14-bed operating room with inpatient and outpatient radiology.
Cogdell Spencer is a real estate investment trust. The firm engages in investment and management of properties. On a trailing 12-month basis, it generated revenue of $218 million, EBITDA of $55.6 million and net income of $5.3 million.
ANNOUNCEMENT DATE: July 23, 2010 PRICE: $16,000,000 PRICE PER UNIT: TERMS: PRICE/REVENUE: PRICE/INCOME:
Sale-leaseback transaction.
This sale-leaseback allows St. Francis Hospital to capitalize an asset. Under terms of the deal, the property is 100% leased by St. Francis Hospital. CSA subsidiary Cogdell Spencer ERMAN, an integrated health care facilities company, originally developed the property and has managed it since its opening in 2001.
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TARGET: United BioSource Corp. ACQUIRER: Medco Health Solutions, Inc.
LISTING: Private LISTING: NYSE: MHS LOCATION: Bethesda, Maryland CEO: David Snow, Jr. PHONE: 201-269-3400 UNITS: 100 Parsons Pond Drive, F1-9 FAX: 201-269-1109 REVENUE: $280,000,000 Franklin Lakes, New Jersey 7417 NET INCOME: WEB SITE: www.medcohealth.com
United BioSource Corp. (UBC), formed in 2003, provides scientific and information-based services to the pharma and life sciences industries. It is projected to generate revenue of $280 million in 2010.
Medco Health Solutions provides pharmacy benefit management services nationwide. On a trailing 12-month basis, MHS generated revenue of $62.8 billion, EBITDA of $2.8 billion and net income of $1.4 billion.
ANNOUNCEMENT DATE: August 16, 2010 PRICE: $730,000,000 (approximate) PRICE PER UNIT: TERMS: PRICE/REVENUE: 2.61 PRICE/INCOME:
Cash
This acquisition expands MHS's business line beyond its core PBM business into contract research organizations and research. This will help MHS look at the safety and efficacy profiles of medications, as well as their economic profile. The target also has an annual growth rate of 20%, which makes it an attractive source of revenue. The deal is to be funded from cash on hand and existing debt facilities. Deutsche Bank Securities LLP and Lazard provided MHS with financial advice on this deal; J.P. Morgan Securities Inc. and Wells Fargo Securities provided UBC with similar advice.
INDEX
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Name Sector Page 28 Our House assisted living facilities Long-Term Care 85 3M Company Medical Devices 111 Abbott Laboratories Pharmaceuticals 141 Abri Health Plan Managed Care 103 Acclaris Managed Care 103 Actelion Pharmaceuticals, Ltd. Pharmaceuticals 145 Addus HomeCare Corporation Home Health Care 49 Adreima e-Health 38 Advantage Health Systems, Inc. Home Health Care 49 Adventist Health Systems, Inc. Hospitals 70 Affilion, Inc. Other 169 Air Medical Group Holdings Other 169 Alaven Pharmaceutical LLC Pharmaceuticals 137 Alcon, Inc. Medical Devices 121 A-Life Medical e-Health 33 All Children's Hospital & Health System Hospitals 59 Allied Management Group e-Health 33 Allied Panels GmbH Medical Devices 111 AlliedPath, Inc. Laboratories, MRI and Dialysis 75 Alnara Pharmaceuticals, Inc. Biotechnology 11 Amedica Corporation Medical Devices 132 Amedisys, Inc. Home Health Care 51 AMN Healthcare Services, Inc. Other 177 Amplifon, S.p.A. Medical Devices 122 Ann Arbor Inhospital Physicians, PPLC Physician Medical Groups 151 Antibody-drug conjugate collaboration Biotechnology 11 Arizant Medical Devices 111 Arizona Heart Hospital Hospitals 59 Aspen Group Pharmaceuticals 144 Astellas Pharma, Inc. Biotechnology, Pharmaceuticals 20, 140 Asthmatx, Inc. Medical Devices 112 Atlantic Health Systems Hospitals 66 Austin Hospitalist Physicians, PA Physician Medical Groups 151 Availity, LLC e-Health 43 Avera Heart Hospital Hospitals 60 Avera McKennan Hospitals 60 AVID Medical, Inc. Medical Devices 112 Avista Capital Partners/ Ontario Teachers' Pension Other 175 Axolotl Corporation e-Health 34 Bain Capital Partners, LLC Other 169 Bayer Schering Pharma AG Pharmaceuticals 139 Biogen Idec, Inc. Biotechnology 18 BioImagene, Inc. Medical Devices 113 BioMarin Pharmaceutical, Inc. Biotechnology 27 Biomet, Inc. Medical Devices 117 Bioniche Pharma Holdings Limited Pharmaceuticals 137 BioPhausia OTC portfolio Pharmaceuticals 138
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Name Sector Page BJC HealthCare Physician Medical Groups 152 Blacksmith Brands Holdings, Inc. Pharmaceuticals 138 Boston Scientific Corporation Medical Devices 112 BrainCells, Inc. Biotechnology 24 Bravo Health, Inc. Managed Care 104 Breast care business Medical Devices 113 Brighton Gardens of Cherry Hill Long-Term Care 85 Brim Holdings Hospitals 60 Bristol-Myers Squibb, Inc. Biotechnology 27 Broadlane Group e-Health 34 Burton Medical Products Medical Devices 114 Camden-Clark Memorial Hospital Hospitals 61 Cancer drug discovery agreement Biotechnology 12 Carbetocin therapy for autism Biotechnology 12 Cardiology Diagnostics, Ltd. Physician Medical Groups 152 CardioMEMS Medical Devices 114 Carfilzomib drug deal Biotechnology 13 Carolinas HealthCare System Physician Medical Groups 154 Catalyst Health Solutions, Inc. Other 173 Catholic Health Initiatives Home Health Care 49 CDP Medical Medical Devices 115 CEGEDIM, S.A e-Health 42 Celestica, Inc. Medical Devices 111 Cellectis Medical Devices 117 Centene Corporation Managed Care 104 Central Michigan Community Hospital Hospitals 61 Cerus Corporation Medical Devices 120 Chamberlin Edmonds Associates, Inc. e-Health 35 Chancellor Place Long-Term Care 86 Chattanooga Heart Institute Physician Medical Groups 152 Chem Rx Corporation Other 170 CIGNA Corp. Managed Care 106 Cipla Ltd. Pharmaceuticals 141 Citrus Health Care assets Managed Care 104 Clayton, Dubilier & Rice, LLC Other 174 Clinical stage cancer vaccine Biotechnology 13 Cogdell Spencer ERDMAN Other 179 Colburn Instruments Medical Devices 115 Colorado assets Other 170 Columbia Pacific Management Long-Term Care 97 Community Health Systems, Inc. Hospitals 63 Complete Medical Staffing Other 171 Conifer Health Solutions e-Health 40 Consolidated Health Services, Inc. Home Health Care 49 Continucare Corporation Laboratories, MRI and Dialysis 77, 78, 79 Continuing Care Rx Other 171 ConTIPI, Ltd. Medical Devices 116
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Name Sector Page
Contract manufacturing business Medical Devices 116 Contract research organization unit Other 172 Cornerstone Healthcare Group Hospitals 68 Covenant Care California, LLC Long-Term Care 87 Crocker Ventures Medical Devices 131 Crucell NV Biotechnology 14 Cypress Bioscience, Inc. Biotechnology 12, 14 Cyto Pulse Sciences, Inc. Medical Devices 117 Cytosol Laboratories, Inc. Medical Devices 117 Danbury Hospital Hospitals 65 Daytrana transdermal system Pharmaceuticals 139 DCL Laboratories, LLC Medical Devices 118 Dengue fever vaccine research unit Biotechnology 15 Dermatology deal Pharmaceuticals 139 Deseret Health Group Long-Term Care 88 DeveloGen AG Biotechnology 15 Devicor Medical Products, Inc. Medical Devices 113 District of Columbia Hospitals 69 Eagle Hospital Physicians Physician Medical Groups 153 Eastside Medical Center Hospitals 62 Eisai Co. Ltd. Pharmaceuticals 144 Elder Pharmaceuticals, Ltd. Pharmaceuticals 142 Elements Behavioral Health Behavioral Health Care 5 Eli Lilly and Co. Biotechnology 11, 12 Emdeon, Inc. e-Health 35 Emergency Medical Services Corp. Other 169, 172 Emergent BioSolutions, Inc. Biotechnology 26 Emeritus at Laurelwood Long-Term Care 86 Emory Healthcare Hospitals 62 Emory Johns Creek Hospital Hospitals 62 Encorium Group, Inc. Other 178 Endo Pharmaceuticals Holdings, Inc. Pharmaceuticals 143 Endotine systems Medical Devices 118 Ennoble Manor Care Center Long-Term Care 87 eRAD, Inc. e-Health 35 European rights for Eligard Pharmaceuticals 140 Evolution Benefits, Inc. e-Health 36 Evotec AG Biotechnology 15 Exactech, Inc. Medical Devices 129 Executive Health Resources, Inc. e-Health 36 Fair Oaks Rehab & Health Care Center Long-Term Care 87 Faith Hospice, Inc. Home Health Care 50 Family Care Specialists Physician Medical Groups 153 Fipamezole pact Biotechnology 16 Five long term acute care hospitals Hospitals 63 Five Star Quality Care Long-Term Care 89
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Name Sector Page FoldRx Pharmaceuticals, Inc. Biotechnology 16 Forum Health Hospitals 63 Four Highgate SNFs Long-Term Care 88 Four Nebraska nursing homes Long-Term Care 88 Fredericksburg Anesthesia Consultants Other 172 Fresenius Medical Care Laboratories, MRI and Dialysis 77 Froedtert Health Physician Medical Groups 156 FutureScripts, LLC Other 173 Gaymar Industries Medical Devices 119 Genetic testing business Laboratories, MRI and Dialysis 75 Genmab A/S Biotechnology 11 GenSpera, Inc. Medical Devices 131 Genstar Capital, LLC e-Health 36 Genzyme Corporation Biotechnology 17 Greater Sacramento Specialty Pharmacy Other 173 Haggin Home Health Home Health Care 50 Harden Healthcare, LLC Home Health Care 53 Harvard Bioscience, Inc. Medical Devices 115 HCA, Inc. Hospitals 62 HCP, Inc. Long-Term Care 85 Health care staffing company Other 174 Health Grades, Inc. e-Health 37 Health Informatics, LLC e-Health 37 Health Management Associates, Inc. Hospitals 70 Health Navigators, LLC Managed Care 105 Health Plexus, LLC e-Health 41 Healthcare Waste Solutions Medical Devices 119 Healthscope, Ltd. Hospitals 64 HealthSouth Rehabilitation 163 HealthSpring, Inc. Managed Care 104 Heart Group of the Carolinas Physician Medical Groups 154 HEGLN (Dalian) Pharmaceutical Co. Ltd. Medical Devices 123 HGI Holdings, Inc. Other 174 Highlander Partners, LLC Physician Medical Groups 153 Hisamitsu Pharmaceutical Co. Pharmaceuticals 139 HMS Holdings Corp. e-Health 33 Hologic, Inc. Medical Devices 127 Home health agency Home Health Care 51 Home infusion business Other 175 Hospital Inpatient Services e-Health 38 Hospital Internists of Bristol, LLC Physician Medical Groups 154 Humana, Inc. e-Health 38 Hummingbird Coaching Services e-Health 38 Huntington Place Long-Term Care 89 Iasis Healthcare, LLC Hospitals 60 iMedX, Inc. e-Health 41
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Name Sector Page Immunovaccine, Inc. Biotechnology 13 INC Research Other 175 Infinity Pharmaceuticals, Inc. Biotechnology 23 Ingenix e-Health 33, 34, 42 Innogenetics NV Biotechnology 17 Institutional pharmacy business Other 176 Intellectual property portfolio Pharmaceuticals 140 INTERCEPT Asian commercial rights Medical Devices 120 Intermedix Corporation e-Health 39 Investor group Managed Care 103 Ion Torrent Medical Devices 120 IPC-The Hospitalist Co. Physician Medical Groups 151, 154 Ipsen, SA Biotechnology 16 Iris International, Inc. Laboratories, MRI and Dialysis 75 Johns Community Hospital Hospitals 64 Johns Hopkins Health System Corp. Hospitals 59 Johnson & Johnson, Inc. Biotechnology, Medical Devices 14, 19, 122 K2M Medical Devices 121 Keystone Senior, LLC Long-Term Care 85 Khazanah Nasional Berhad Hospitals 66 Kidney disease drug pact Pharmaceuticals 141 Kidney drug deal Biotechnology 18 Kindred Healthcare Services, Inc. Hospitals, Long-Term Care 63, 95
Laboratory Corp. of America Holdings Laboratories, MRI and Dialysis, Medical Devices 75, 118
LabTestPortal.com e-Health 39 Lakeland Rehab & Health Center Long-Term Care 89 Lambda Therapeutic Research Other 172 Legend Healthcare Long-Term Care 96 LenSx Lasers, Inc. Medical Devices 121 LHC Group Home Health Care 50 License for nerve disease drug Biotechnology 18 License for pepducin technology Biotechnology 19 License for rFSH Biotechnology 19 License for Velocimmune antibody technology Biotechnology 20 Life Technologies Corporation Medical Devices 120 Lombardi Program Home Health Care 52 Magnolia Health System Long-Term Care 93 Management buyout Hospitals 67 Marina Biotech, Inc. Biotechnology 24 Marketing license for vaccines Biotechnology 20 Marshall Edwards, Inc. Pharmaceuticals 140 Masimo Corporation Medical Devices 127 MBK Senior Living, LLC Long-Term Care 92 McLaren Health Care Corp. Hospitals 61 Meadowlands Hospital Hospitals 65 Meda AB Pharmaceuticals 137, 138
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Name Sector Page MedAssets e-Health 34 Medco Health Solutions, Inc. Other 180 Medical Action Industries, Inc. Medical Devices 112 Medical Connections Holdings, Inc. Other 174 Medical Staffing Network Holdings, Inc. Other 176 MediHealth Outsourcing, LLC e-Health 40 Medinomics e-Health 40 Meditab Specialties Pvt. Ltd. Pharmaceuticals 141 MedLink International, Inc. e-Health 37, 39 Mednax, Inc. Physician Medical Groups 156 Medrec, Inc. Other 171 MedTech Transcriptions, Inc. e-Health 41 Medtronic, Inc. Medical Devices 123 Memorial Health Care System Physician Medical Groups 152 Merck & Co., Inc. Biotechnology 15 MHA, LLC Hospitals 65 MicroAire Surgical Instruments Medical Devices 118 Micrus Endovascular Corporation Medical Devices 122 Mid-Fairfield Hospice Home Health Care 52 Miraca Holdings, Inc. Biotechnology 17 Miraculins, Inc. Medical Devices 125 MO 13190 South Outer Road Long-Term Care 91 Molina Healthcare, Inc. Managed Care 103 Morningstar Emergency Physicians Physician Medical Groups 155 Movetis NV Pharmaceuticals 142 MSN AcquisitionCo, LLC Other 176 MultiPlan, Inc. Managed Care 105 Muscle therapeutics deal Biotechnology 21 Mylan Laboratories, Inc. Pharmaceuticals 137 Nanosphere Medical Devices 124 National Health Investors Long-Term Care 94 Nationwide Health Properties, Inc. Long-Term Care 94 NBTY, Inc. Other 177 Neostem, Inc. Medical Devices 125 Neurodegeneration drug deal Biotechnology 21 NeutraHealth plc Pharmaceuticals 142 New Milford Hospital Hospitals 65 Newton Memorial Hospital Hospitals 66 NHC Group Pty. Ltd. Medical Devices 122 NightHawk Radiology Holdings, Inc. Laboratories, MRI and Dialysis 76 NIRS business Medical Devices 123 NJ imaging centers Laboratories, MRI and Dialysis 76 North Shore University Hospital Home Health Care 51 Northridge Pines Assisted Living Facility Long-Term Care 90 Not disclosed Long-Term Care 90
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Name Sector Page Not disclosed Long-Term Care 93 Not disclosed Long-Term Care 96 NovaMed, Inc. Other 178 Novartis AG Biotechnology 18 Nursefinders, Inc. Other 177 Nursing & Home Care Home Health Care 52 Oasis Health Care Long-Term Care 88 Ocala Health System Physician Medical Groups 153 Ochsner St. Anne General Hospital Physician Medical Groups 157 Omnicare, Inc. Other 171, 176 Onex Corp. Behavioral Health Care 5 Ono Pharmaceutical Co., Ltd. Biotechnology 13, 22 Orlando surgery center Other 178 Osteotech, Inc. Medical Devices 123 Otix Global, Inc. Medical Devices 124 Ovation Benefits Group Managed Care 105 Pacifica Companies Long-Term Care 86 Pancreatic cancer drug deal Biotechnology 22 Park Place Long-Term Care 90 Parkway Holdings Ltd. Hospitals 66 Partners in OB/GYN Care Physician Medical Groups 155 Patent portfolio Medical Devices 124 Pediatric cardiology group Physician Medical Groups 156 Penwest Pharmaceuticals Company Pharmaceuticals 143 Peritoneal dialysis business Laboratories, MRI and Dialysis 77 PerkinElmer, Inc. Medical Devices 132 Personal health record business e-Health 41 Pfizer, Inc. Biotechnology 16 PharMerica Corporation Other 170 Picis e-Health 42 Platinum Health Care, LLC Long-Term Care 86 Power3 Medical Products, inc. Medical Devices 126 PracticeMax e-Health 40 Precision Diagnostic Services, Inc. Laboratories, MRI and Dialysis 77 Prestige Brands Holdings, Inc. Pharmaceuticals 138 Prevue skin cholesterol test Medical Devices 125 Private equity group Medical Devices 130 Private equity investors Managed Care 105 Private equity investors Medical Devices 128 Procter & Gamble Co. Medical Devices 116 Progenitor Holdings AG Other 178 Progentior Cell Therapy, LLC Medical Devices 125 Prospect Medical Holdings, Inc. Hospitals 67 Provista Diagnostics, Inc. Medical Devices 126 Pulse Systems, Inc. e-Health 42 Qualitest Pharmaceuticals Pharmaceuticals 143
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Name Sector Page Radient Pharmaceuticals Corporation Medical Devices 126 Radius Management Services, Inc. Long-Term Care 91 RadNet, Inc. e-Health, Laboratories, MRI and Dialysis 35, 76 Ramius, LLC Biotechnology 14 RealMed e-Health 43 Reckitt Benckiser PLC Other 179 Regional operator Long-Term Care 97 Regional owner Long-Term Care 90 ResCare, Inc. Behavioral Health Care 5 Rights to Contrave weight loss drug Biotechnology 22 Rights to JX-594 for solid tumors Biotechnology 23 Rights to market lorcaserin Pharmaceuticals 144 Rights to oral inhibitors Biotechnology 23 RNA delivery assets Biotechnology 24 Roche Holding AG Biotechnology, Medical Devices 21, 25, 113 Royal Philips Electronics Medical Devices 114, 115, 128 Rozetta-Cell Life Sciences, Inc. Medical Devices 126 Rural/Metro Corp. Other 170 Sabcomeline Biotechnology 24 Sanofi-Aventis SA Biotechnology 17, 26 Scott & White Hospitals 64, 69 SEDLine, Inc. Medical Devices 127 Senior Resource Group, LLC Long-Term Care 95 Sensus Healthcare Medical Devices 129 Sentinelle Medical, Inc. Medical Devices 127 Seton Family of Hospitals Hospitals 67 Shanghai Apex Electronics Co. Ltd. Medical Devices 128 Shelby Baptist Medical Center Laboratories, MRI and Dialysis 78 Shire plc Biotechnology 21 Shire plc Pharmaceuticals 142 Sigma drug making business Pharmaceuticals 144 Sinopharm Group Co. Ltd. Biotechnology 20 Sinuwave Technologies Corporation Medical Devices 128 Six ProHealth Care practices Physician Medical Groups 156 Six skilled nursing facilities Long-Term Care 91 Skin cancer business Medical Devices 129 Sleep diagnostic center operator Laboratories, MRI and Dialysis 78 Smithville Regional Hospital Hospitals 67 Solara Healthcare Group Hospitals 68 Solstice Neurosciences, Inc. Biotechnology 25 Sparton Corporation Medical Devices 116 Spine reconstruction portfolio Medical Devices 129 SSL International plc Other 179 St. Francis Outpatient Center Other 179 St. Joseph's Hospital Hospitals 68 St. Jude Medical, Inc. Medical Devices 114
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Name Sector Page St. Luke's Hospital Home Health Care 50 Stapled peptides drug deal Biotechnology 25 Stericycle, Inc. Medical Devices 119 SterilMed, Inc Medical Devices 130 Stryker Corporation Medical Devices 119 Sugar Land Rehabilitation Hospital Rehabilitation 163 Synthetech, Inc. Medical Devices 130 Takeda Pharmaceutical Co. Ltd. Biotechnology 22 TeamHealth Physician Medical Groups 155 Tela Sourcing, Inc. e-Health 43 Texas Children's Hospital Physician Medical Groups 155 Thapsigargin technology rights Medical Devices 131 The Apothecary Shops Other 173 The Carlyle Group Hospitals, Other 64, 177 The Cedars at JCA Long-Term Care 91 The Eliot Management Group Long-Term Care 92 The Family Doctor Clinic of Mathews Physician Medical Groups 157 The Firs Long-Term Care 92 The Pavilion Senior Residence Long-Term Care 92 The Ranch Behavioral Health Care 5 The Terrace at Mountain Creek Long-Term Care 93 The TriZetto Group e-Health 43 The Tutera Group Long-Term Care 87, 89 The Wyndmoor Long-Term Care 93 Thomas H. Lee Partners, L.P. e-Health 39 Three assisted living facilities Long-Term Care 94 Three assisted living facilities Long-Term Care 94 Three skilled nursing facilities Long-Term Care 95 TMJ Implants Medical Devices 131 Tower Imaging Laboratories, MRI and Dialysis 78 Transgene Biotechnology 23 Trinity Medical Center Hospitals 69 Trophos SA Pharmaceuticals 145 Trubion Pharmaceuticals, Inc. Biotechnology 26 Two Arizona retirement communities Long-Term Care 95 Two skilled nursing facilities Long-Term Care 96 U.S. rights to Enablex Pharmaceuticals 145 United BioSource Corp. Other 180 United Medical Center Hospitals 69 United Sleep Diagnostics Laboratories, MRI and Dialysis 79 UnitedHealth Group, Inc. e-Health 36 University Community Health Hospitals 70 US Spine Medical Devices 132 US WorldMeds, inc. Biotechnology 25 Vanbreda International, NV Managed Care 106
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Name Sector Page Vanguard Health Systems, Inc. Hospitals 59 VaxDesign Biotechnology 26 Vernon Hall Nursing Home Long-Term Care 96 Vestar Capital Partners e-Health 37 Virtual Radiologic Laboratories, MRI and Dialysis 76 VisEn Medical, Inc. Medical Devices 132 Visiting Nurse Service of New York Home Health Care 52 Voyager HospiceCare Home Health Care 53 W.R. Grace & Co. Medical Devices 130 Walgreen Co. Other 175 Warner Chilcott, Ltd. Pharmaceuticals 145 Waterfield Memory Care Community Long-Term Care 97 Watson Pharmaceuticals, Inc. Biotechnology 19 Weatherwood Carbon County Nursing Home Long-Term Care 97 Welsh, Carson, Anderson & Stowe Medical Devices 121 West Virginia United Health System Hospitals 61 West Virginia United Health System Hospitals 68 William Demant Holding A/S Medical Devices 124 Wuesthoff Health System Hospitals 70 ZymoGenetics, Inc. Biotechnology 27 ZyStor Therapeutics, Inc. Biotechnology 27