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Replies to #74442 on Biotech Values
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genisi

04/15/09 12:05 PM

#75989 RE: DewDiligence #74442

Sanofi buys U.S. cancer firm for up to $500 mln

http://www.reuters.com/article/rbssHealthcareNews/idUSLF49479620090415

Wed Apr 15, 2009 4:08am EDT

* BiPar boosts French group's position in oncology research

* Price depends on drug payments, could reach $500 mln (Adds analyst, shares, background)

PARIS, April 15 (Reuters) - Sanofi-Aventis (SASY.PA: Quote, Profile, Research, Stock Buzz) has agreed to buy private U.S. cancer specialist BiPar Sciences Inc. for up to $500 million in the latest bolt-on acquisition by the French drugmaker.

The deal is expected to close in the second quarter of 2009 and is part of Chief Executive Chris Viehbacher's strategy to grow Sanofi through partnerships and small to mid-sized takeovers as patents on several of its main drugs are to expire.

BiPar is developing tumour-selective cancer treatments in the emerging field of DNA repair. The idea is to prevent cancer cells from repairing their own DNA, causing them to die.

The U.S. company's most advanced experimental drug, BSI-201, is currently in mid-stage Phase II clinical trials for breast and ovarian cancer.

CM-CIC Securities said in a research note that Sanofi's oncology portfolio, with drugs such as Taxotere and Eloxatin, represents more than 12 percent of the 27.6 billion euros of group sales in 2008, while the oncology market was growing over 10 percent a year.

"Although this acquisition strengthens its oncology pipeline in the mid term, the result will not show up in its accounts before 2012-2013 in the best case," analyst Arsene Guekam said, rating Sanofi shares buy with a 57 euro share target.

Sanofi shares rose as much as 2.4 percent before easing down to a rise of 0.67 percent to 41.20 euros by 0742 GMT, broadly in line with the DJ health index . Sanofi shares have lost 9.3 percent this year.

Under the agreement, the purchase price will depend on the achievement of milestone payments related to the development of BiPar's leading drug candidate, BSI-201, and could reach a maximum of $500 million, the two companies said on Wednesday.

Viehbacher, who took over in December, has said he would target small and mid-sized acquisitions of up to 15 billion euros to build up Sanofi's position mainly in emerging markets, vaccines, over-the-counter-drugs.

He has recently struck deals to increase Sanofi's presence in Latin America, buying generic drugmakers in Mexico and Brazil.
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DewDiligence

05/18/09 4:48 AM

#78083 RE: DewDiligence #74442

Takeda to Acquire IDMI for $2.64/sh in Cash

[The buyout price is a 55% premium to IDMI’s closing price on Friday and represents a deal value of ~$75M. Takeda is Japan's largest drug company. IDMI is a 15-person outfit that has one approved drug, Mepact, for a rare form of cancer.]

http://news.prnewswire.com/DisplayReleaseContent.aspx?ACCT=104&STORY=/www/story/05-18-2009/0005027710&EDATE

›OSAKA, Japan, and IRVINE, Calif., May 18 /PRNewswire-FirstCall/ -- Takeda Pharmaceutical Company Limited and IDM Pharma, Inc. (Nasdaq: IDMI) today announced that Takeda America Holdings, Inc., a wholly-owned subsidiary of Takeda (Takeda America), and IDM Pharma have entered into an agreement for Takeda America to acquire IDM Pharma. Takeda America has established Jade Subsidiary Corporation as a wholly-owned subsidiary to effect that transaction. Under the agreement, Takeda America will purchase all of IDM Pharma's outstanding shares for US$2.64 per share in an all cash tender offer followed by a merger.

Millennium: The Takeda Oncology Company, Takeda's business unit responsible for global oncology strategy and development, will have global development responsibility for MEPACT®, IDM Pharma's primary asset, and Takeda Pharmaceuticals Europe Ltd. will be responsible for commercializing MEPACT in Europe.

IDM Pharma received European marketing approval for MEPACT (mifamurtide), a therapy indicated for the treatment of non-metastatic osteosarcoma (malignant bone cancer) following surgical removal of the tumor (resection) in children, adolescents and young adults. Osteosarcoma is a rare and often fatal disease, with approximately 1,200 new cases diagnosed in Europe each year. The disease affects primarily children and young adults. The European Commission formally granted a centralized marketing authorization for MEPACT on March 6, 2009, allowing it to be marketed in the 27 EU member states, as well as in Iceland, Liechtenstein and Norway.

"MEPACT delivers a demonstrated survival advantage for young patients with a specific type of bone cancer and provides Takeda with an approved therapy that contributes immediately to our top-line growth," said Erich Brunn, CEO of Takeda Pharmaceuticals Europe Limited, Takeda's wholly-owned UK-based subsidiary for overseeing pan-European sales and marketing. "We envisage that the product will become a key driver in enhancing our European oncology franchise."

"The European approval of MEPACT was the result of decades of research and most importantly the dedication of patients and their families whose involvement in the Phase 3 clinical trial was integral to providing access to the first new osteosarcoma treatment in more than 20 years," added Timothy P. Walbert, president and chief executive officer IDM Pharma. "Our goal has been to improve the lives of cancer patients by developing therapies that meet significant unmet treatment needs - Takeda shares this goal. We expect that the significant progress we've made with MEPACT during the last two years will continue to be met in osteosarcoma and other difficult to treat cancers."

About MEPACT

The Phase 3 MEPACT trial was the largest study ever completed in osteosarcoma, enrolling approximately 800 patients. The study evaluated patient outcomes with the addition of MEPACT to three- or four-drug adjuvant chemotherapy (cisplatin, doxorubicin, and methotrexate with or without ifosfamide). Results demonstrated that the addition of MEPACT to chemotherapy resulted in approximately a 30 percent decrease in the risk of death with 78 percent of patients surviving after six years of follow-up after treatment with MEPACT. MEPACT was well tolerated.

MEPACT was granted orphan medicinal product status in Europe in 2004 and under European pharmaceutical legislation is entitled to a period of 10 years market exclusivity in respect of the approved indication.

About IDM Pharma

IDM Pharma is focused on the development of innovative cancer products that either destroy cancer cells by activating the immune system or prevent tumor recurrence by triggering a specific adaptive immune response. IDM Pharma is dedicated to maximizing the full therapeutic and commercial potential of its innovative products to address the needs of patients and the physicians who treat these patients. For more information about the company and its products, visit www.idm-pharma.com.

About Takeda Pharmaceutical Company Limited

Located in Osaka, Japan, Takeda is a research-based global company with its main focus on pharmaceuticals. As the largest pharmaceutical company in Japan and one of the global leaders of the industry, Takeda is committed to striving toward better health for individuals and progress in medicine by developing superior pharmaceutical products. Additional information about Takeda is available through its corporate website, www.takeda.com.

Transaction Information

This transaction is structured as an all cash tender offer for all of the outstanding shares of IDM Pharma common stock, followed by a merger in which remaining shares of IDM Pharma not tendered into the offer would be converted into the right to receive the same US$2.64 cash per share price paid in the tender offer. The transaction has been unanimously approved by the Boards of Directors of IDM Pharma and Takeda. In connection with signing of the merger agreement, stockholders holding shares representing approximately 55% of the outstanding IDM Pharma common stock (49% of the common stock on a fully diluted basis including shares issuable upon the exercise of options and warrants) entered into a stockholders' agreement with Takeda America that commits the stockholders to tender their shares in the tender offer, subject to certain conditions. The transaction is subject to the tender of a majority of IDM Pharma common stock on a fully diluted basis as well as other customary closing conditions. The transaction is expected to be completed in June 2009 and no later than 22 July 2009. JMP Securities LLC is acting as financial advisor and Cooley Godward Kronish LLP is serving as legal counsel to IDM Pharma in the transaction. WilmerHale is serving as legal counsel to Takeda America in the transaction.‹
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DewDiligence

05/18/09 5:02 AM

#78085 RE: DewDiligence #74442

Recent Biotech Buyouts

[Added Takeda-IDMI deal.]
 
Acquired Premium Deal iHub
Company Buyer to Market Value Date Reference

GNLB GSK 465% $57M 10/08 #msg-33209281
MEMY Roche 319% $50M 11/08 #msg-33787598
KOSN BMY 233% $190M 5/08 #msg-29647147
COLY PFE 167% $165M 11/07 #msg-24600805
NTMD Deerfield 158%‡‡‡ $36M 1/09 #msg-35132470
EYE ABT 149% **$2.8B 1/09 #msg-34762429
IOMI Intercell 147% $190M 5/08 #msg-29232165
BTRX Stiefel 136% $150M 6/08 #msg-30201906
Tepnel GPRO 126% $132M 1/09 #msg-35221710
SGXP LLY 119% $64M 7/08 #msg-30547648
ENCY PFE 118% $350M 2/08 #msg-26978155
TRCA Ipsen 104% $660M 6/08 #msg-29795183
CRY.to MDT 97% $380M 9/08 #msg-32421462
Speedel NVS 94% $880M 7/08 #msg-30588524
MNT JNJ 92% $1.1B 11/08 #msg-33879830
SIRT GSK 85% $620M 4/08 #msg-28705020
CVTX GILD *‡76% $1.4B 3/09 #msg-36225695
IDEV ENDP *†74% *†$370M 1/09 #msg-34592416
LEVP VPHM ††73% ††$510M 7/08 #msg-30704409
TARG MDCO ***72% $42M 1/09 #msg-34774402
Ventana Roche 72% $3.4B 1/08 #msg-30912677
Jerini Shire *71% $520M 7/08 #msg-30452872
AAH.AX CEPH 69% $207M 2/09 #msg-35956544
Acambis SNY 64% $550M 7/08 #msg-30990498
SCRX Shionogi 61% $1.4B 9/08 #msg-31859174
IDMI Takeda 55% $75M 5/09 #msg-37898204
ALO KG ‡†54% $1.6B 11/08 #msg-33763449
MEDI AZN ‡‡53% $15.2B 4/07 #msg-19020387
MLNM Takeda 53% $8.8B 4/08 #msg-28365383
PCOP LGND ***52% $75M 9/08 #msg-32404474
OMRI JNJ ‡*51% $465M 11/08 #msg-33762745
IMCL LLY †††51% $6.5B 10/08 #msg-32662830
PHRM CELG 46% $2.9B 11/07 #msg-24645394
BRL TEVA 42% **$9.0B 7/08 #msg-30792830
MOGN Eisai 39% $3.9B 12/07 #msg-25163775
SGP MRK 34% $41B 3/09 #msg-36140327
CGPI Galderma 30% $420M 2/08 #msg-28286522
WYE PFE 29% $68B 1/09 #msg-35077617
APPX Fresenius †29% $940M 7/08 #msg-30498388
Zentiva SNY ‡‡26% $2.6B 9/08 #msg-32327005
DNA Roche 16% †*$46.8B 3/09 #msg-36224175
ARI.to Roche ‡15% $190M 7/08 #msg-30904056
PGLA Avexa ® ® 12/08 #msg-34341452
NUVO ARCA ® ® 9/08 #msg-32420015
NOVC Transcept ® ® 9/08 #msg-31869987

®Reverse merger with private or non-US company.

‡Number is misleading inasmuch as Arius announced in
May 2008 that it was pursued by an unnamed suitor.

‡‡Premium relative to commencement of bidding.

‡‡‡To be liquidated by Deerfield following failed merger with
Archemix; premium relative to 11/18/08 date of Archemix deal.

‡†Based on closing price 8/21/08, the day
before KG announced initial buyout offer.

‡*Based on 11/20/08 close.

†Premium reaches 63% if earn-out met.

††Premium and deal value based on 0.45/sh of contingent payments.

†††Premium relative to 7/30/08 close, the
day before BMY announced first buyout offer.

†*Price for 44% of DNA not already owned.

*199% premium to volume-weighted
price during preceding 3 months.

**Deal value includes assumption of debt.

***Premium and deal value exclude contingent payouts.

*‡Premium relative to 1/26/09, the day
before Astellas announced $16/sh offer.

*†Premium includes estimated value of contingent
payouts, but listed deal value excludes them.