Replies to post #115864 on Biotech Values

[DewDiligence]

ARAY Acquires TOMO for $277M in Cash and Stock

[The deal has a nominal value of $4.80/sh, a 31% premium to TOMO’s closing price on 3/4/11.]

http://online.wsj.com/article/SB10001424052748703386704576186171678871798.html

›MARCH 7, 2011, 3:51 P.M. ET
By JON KAMP

Accuray Inc. agreed to acquire TomoTherapy Inc. for about $277 million in cash and stock, combining two providers of radiation systems for cancer treatment in a deal that will nearly double Accuray's sales.

Under the deal, TomoTherapy shareholders would receive $3.15 in cash and 0.1648 share of Accuray common stock for each TomoTherapy share they hold.

Accuray is betting it can make TomoTherapy profitable while helping turn around what has long been a money-losing business for servicing machines.

The two companies make different types of cancer-treatment systems that Euan Thomson, Accuray's president and chief executive, said are complementary. "The level of competition at a patient level is fairly low," he said during a conference call Monday.

Accuray expects the deal will damp its earnings in fiscal 2012, which starts in July, but will add to its earnings in the following fiscal year. The deal is expected to close in the second or early third quarter this year, subject to approval by regulators and TomoTherapy shareholders.

In midday Nasdaq trading TomoTherapy shares were up 25% to $4.57 while Accuray shares slipped 9.8% to $9.03.

The combined company would have an installed base of more than 550 units in 32 countries and more than 1,100 employees. The companies last year reported more than $400 million in combined revenue, 30% of which was generated from servicing the installed base.

Accuray expects TomoTherapy's service business to turn profitable in the fiscal year that starts in July 2012. That business has been a drain on TomoTherapy's results for several years, due mainly to the frequency of repair visits and associated costs, but the companies have various plans in place they hope will turn that around.

William Blair analyst Ben Andrew said the service function "will have materially better scale, and thus should become profitable relatively quickly, whereas TomoTherapy was working hard to reach profitability for that function with its smaller installed base."

He also said the deal should allow for "numerous operating efficiencies and cost synergies," but said the price tag for TomoTherapy was at the low end of what he would have expected. "We believe that Accuray is getting a great deal," he wrote in a research note.

The deal includes an $8 million termination fee that TomoTherapy would have to pay under certain circumstances. Alternatively, the company could have to pay as much as $1.5 million if it or Accuray called off the deal under certain other circumstances, but TomoTherapy wouldn't have to pay both amounts, according to a regulatory filing.‹

[DewDiligence]

Recent Biotech Buyouts of Publicly Traded Companies

[Added ARAY-TOMO deal (shown in red).]

 
 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 
 SYNB     PFE       240%     $10M  12/10  #msg-58221573 
 KOSN     BMY       233%     $190M  5/08  #msg-29647147 
 MGRM     LH        171%     $155M  6/09  #msg-38960958 
 COLY     PFE       167%     $165M 11/07  #msg-24600805 
 CYPB     Ramius    160%     $255M 12/10  #msg-57780859 
 NTMD     Deerfld  z158%    z$36M   1/09  #msg-35132470 
 EYE      ABT       149%     $2.8B  1/09  #msg-34762429 
 IOMI     Intercell 147%     $190M  5/08  #msg-29232165 
 CPEX     FTAR      142%     $77M   1/11  n/a 
 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 
 MEDX     BMY        90%     $2.1B  7/09  #msg-39801273 
 SIRT     GSK        85%     $620M  4/08  #msg-28705020 
 ZGEN     BMY        84%     $885M  9/10  #msg-54152162 
 CVTX     GILD       76%     $1.4B  3/09  #msg-36225695 
 MOVET.BR Shire      74%     $560M  8/10  #msg-52918245 
 IDEV     ENDP       74%     $370M  1/09  #msg-34592416 
 LEVP     VPHM      y73%    y$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 
 APNO     Cell Bio   70%     $20M   9/09  #msg-43348606 
 AAH.AX   CEPH       69%     $207M  2/09  #msg-35956544 
 OSTE     MDT        65%     $123M  8/10  #msg-53410183 
 TLCR     Grifols    64%     $3.4B  6/10  #msg-50961841 
 FACT     ABT        64%     $450M  3/10  #msg-47606240 
 Acambis  SNY        64%     $550M  7/08  #msg-30990498 
 JAV      HSP        64%     $141M  4/10  #msg-48881292 
 SCRX     Shionogi   61%     $1.4B  9/08  #msg-31859174 
 BFRM     Merz       60%     $253M  1/10  #msg-45071380 
 CRXL     JNJ        58%     $2.4B 12/10  #msg-57504349 
 MTXX     HIG Captl  56%     $75M  12/10  #msg-57778844 
 ASPM     COV        56%     $210M  9/09  #msg-43348479 
 OSIP     Astellas   55%     $4.0B  5/10  #msg-50234451 
 IDMI     Takeda     55%     $75M   5/09  #msg-37898204 
 BSMD     MMSI       54%     $96M   5/10  #msg-50161877 
 ATSI     MDT        54%     $370M  4/10  #msg-49617936 
 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 
 TRBN     EBS        52%     $97M   8/10  #msg-53271836 
 PCOP     LGND       52%     $75M   9/08  #msg-32404474 
 CLZR     ELOS       51%     $65M   9/09  #msg-41293512 
 OMRI     JNJ        51%     $465M 11/08  #msg-33762745 
 IMCL     LLY        51%     $6.5B 10/08  #msg-32662830 
 MYOG     GILD       50%     $2.5B 10/06  #msg-13712121 
 MIL      Merck KGaA 50%     $7.2B  3/10  #msg-47249493 
 CRGN     CLDX       50%     $40M   5/09  #msg-38262967 
 BEC      Danaher    46%     $6.8B  2/11  #msg-59624646 
 PHRM     CELG       46%     $2.9B 11/07  #msg-24645394 
 BRL      TEVA       42%     $9.0B  7/08  #msg-30792830 
 AGAM     STJ        41%     $1.3B 10/10  #msg-55673504 
 KG       PFE        40%     $3.6B 10/10  #msg-55425514 
 MOGN     Eisai      39%     $3.9B 12/07  #msg-25163775 
 GENZ     SNY       v37%    v$20.1B 2/11  #msg-59975091 
 MATK     Royal DSM  35%     $1.1B 12/10  #msg-57987049 
 CLRT     GE         34%     $580M 10/10  #msg-55864640 
 SGP      MRK        34%     $41B   3/09  #msg-36140327 
 HTRN     ENDP       34%     $223M  5/10  #msg-49838813 
 SMTS     COV        32%     $250M  6/10  #msg-51344183 
 TOMO     ARAY       31%     $277M  3/11  #msg-60697854 
 CGPI     Galderma   30%     $420M  2/08  #msg-28286522 
 WYE      PFE        29%     $68B   1/09  #msg-35077617 
 APPX     Fresenius  29%     $940M  7/08  #msg-30498388 
 SEPR     Dainippon  28%     $2.6B  9/09  #msg-41143301 
 GXDX     NVS        27%     $330M  1/11  #msg-59092015 
 Zentiva  SNY        26%     $2.6B  9/08  #msg-32327005 
 NOVN     Hisamitsu  22%     $428M  7/09  #msg-39515681 
 DNEX     TMO        21%     $2.1B 12/10  #msg-57686719 
 CLDA     FRX        19%     $1.2B  2/11  #msg-60171753 
 PPCO     ENDP       19%     $168M  8/10  #msg-53137069 
 EVVV     COV        19%     $2.6B  6/10  #msg-50797343 
 ABII     CELG       17%     $2.9B  6/10  #msg-51844360 
 ACL      NVS       x17%    x$49.7B 1/10  #msg-45072999 
 CGRB     JNJ        16%     $970M  5/09  #msg-38039851 
 DNA      Roche      16%    w$46.8B 3/09  #msg-36224175 
 ARI.to   Roche      15%     $190M  7/08  #msg-30904056 
 SENO     BCR        14%     $213M  5/10  #msg-49838776 
 EURX     Axcan       9%     $583M 12/10  #msg-57543845 
 CEGE     BPAX        6%     $38M   6/09  #msg-39163410 
 MEND     JNJ         6%     $480M  7/10  #msg-52176337 
 VXGN     OXGN       (4%)    $33M  10/09  #msg-42578130 
 AVGN     MNOV       (7%)    $38M   8/09  #msg-40769841 
 VRX      BVF        (7%)    $3.9B  6/10  #msg-51505172 
 PGLA     Avexa       ®        ®   12/08  #msg-34341452 
 NUVO     ARCA        ®        ®    9/08  #msg-32420015 
 NOVC     TSPT        ®        ®    9/08  #msg-31869987 
 VSGN     IPC         ®        ®    8/09  #msg-40603745 
  
 * Includes assumption of debt where relevant. 
  
 ‡ Relative to “unaffected” share price in cases where 
 a buyout offer or auction was made public; excludes 
 contingent values unless otherwise specified. 
  
 ® Reverse merger with private or non-US company.  
  
 v Excluding CVR of $4-14/sh; premium relative to 7/22/10 close. 
  
 w For 44% of DNA not already owned. 
  
 x Price includes entire deal in three stages; 17% premium is the 
 blended avg price of NVS’ purchases ($164) relative to ACL’s market 
 price 4/4/08 immediately prior to announcement of first stage of deal. 
  
 y Includes $0.45/sh of contingent payments. 
  
 z Liquidated by Deerfield following failed merger with Archemix.