Deals: No IPO for Organon

Akzo Nobel's plans to spin off its Organon Biosciences unit through an initial public stock offering of $11.9 billion or so came to a halt as it was announced that instead the unit would be sold to Schering-Plough for $14.4 billion.

"Organon BioSciences will be an excellent fit with Schering-Plough strategically, scientifically, and financially," said Schering Plough CEO Fred Hassan in an analysts call. "It builds on our growing strength in primary care, giving us immediate access to central nervous system and women's healthcare products."

The acquisition enhances Schering-Plough's strength in human and animal biologic products, including the potential to develop human vaccines, and makes it a leading animal healthcare company. Organon brings top-line sales of nearly $5 billion—$3.4 billion on the pharma side and $1.5 billion on the animal health side.

In addition, Organon offers a pipeline that includes five products in Phase III:

• Asenapine, for the treatment of schizophrenia and acute mania associated with bipolar disorder. The product was being codeveloped with Pfizer, which withdrew from the arrangement last November;

• Sugammadex, for the reversal of neuromuscular blockade induced during surgical procedures;

• NOMAC/E2, an oral contraceptive product containing nomegestrol acetate, a novel progesterone, and estriadiol, a natural estrogen;

• ORG36286, a long-acting recombinant follicle-stimulating hormone for infertility; and

• Esmirtazapine (ORG50081), for the treatment of insomnia and potentially for hot flashes in menopausal women.

Goldman Sachs & Co. acted as financial advisor to Schering-Plough, and Morgan Stanley acted as financial advisor to Akzo Nobel in the transaction.

Oxford BioMedica, a publicly traded British biotech with a specialty in gene therapies, will acquire the privately held Oxxon Therapeutics in a deal that is valued at about $30 million.

Oxford Biomedica has a range of immunotherapy and gene therapy products in development, targeting various cancers, Parkinson's disease, retinopathy, and spinal cord injury. Its lead candidate is TroVax, a therapeutic vaccine, which uses a pox virus vector to deliver a proprietary tumor associated antigen (5T4) to elicit the body's immune response against the tumor. The 5T4 antigen is found in many solid tumors and its presence is associated with poor prognosis. TroVax, which is in Phase III for renal cell cancer and in Phase II for several other cancers, is expected to be useful against a wide range of solid tumors.

The company also has developed LentiVector, a gene delivery vector based on lentiviruses.

Oxxon, an Oxford University spin-off, specializes in therapeutic vaccines. It brings to the table a therapeutic vaccine for melanoma, currently in Phase II. The product is especially significant for Oxford BioMedica because, unlike most other solid tumors, melanoma lacks 5T4 and cannot be a potential target for TroVax. Oxxon also has products in development for infectious diseases, including hepatitis B and HIV.

Oxxon's investors include the venture capital firms Quester, MVM Life Science Partners, and US-based East Hill Management.

Jazz Pharmaceuticals of Palo Alto, CA, has filed a registration statement with the Securities and Exchange Commission for an initial public stock offering worth up to $172.5 million.

Jazz is a specialty pharma company focused on neurology and psychiatry, which aims to improve existing products through reformulation and delivery technology. It has two marketed products, both acquired through the $80 million acquisition of Orphan Medical in June 2005:

• Xyrem (sodium oxybate) for excessive daytime sleepiness and cataplexia in patients with narcolepsy (2006 sales, $29 million.)

• Antizol (fomepizole), an antidote for ethylene glycol and methanol poisoning ($13 million).

The company's pipeline includes Luvox CR (fluvoxamine maleate extended release capsules), a selective serotonin reuptake inhibitor developed for obsessive compulsive disorder. The product, licensed from Solvay, is expected to launch in 2008.

Underwriters for the offering are Morgan Stanley, Lehman Brothers, Credit Suisse, and Natexis Bleichroeder.

Eli Lilly is acquiring Hypnion, a small neuroscience discovery and development company based in Lexington, MA. The move comes just months after Hypnion announced that its compound HY10275 met primary and secondary endpoints in an initial Phase II clinical trial in adults with transient insomnia.

HY10275 has a unique method of action: It is highly selective for histamine H1 and serotonin 5HT2a, two receptors that are known to affect the ability to fall asleep and stay asleep. The method of action may lead to the product being classified as a non-scheduled medication, a key marketing advantage.

Terms of the deal were not disclosed. Lazard Freres served as financial advisors to Hypnion, while Mintz, Levin, Cohn, Ferris, Glovsky & Popeo served as their legal advisors. For Lilly, Lehman Brothers served as financial advisors and Dewey Ballantine served as legal advisors on the deal.

Four years ago, Bedminster, NJ–based Dendrite International won a bidding war for the IMS spin-off Synavant, beating out one of its principal competitors in the CRM and sales force automation space, Cegedim of Paris, France. The move was credited with blocking Cegedim's plans to expand in the United States.

Now, Cegedim has signed a definitive merger agreement with Dendrite, agreeing to pay $16 per outstanding share. The terms of the agreement value Dendrite at approximately $751 million on a fully diluted equity basis, and the deal will create a company with anticipated revenues of more than $1 billion, building on Dendrite's strength in the United States and Asia and Ceredigm's strength in Europe.

Dendrite's stock price had suffered in recent months after the announcement that Pfizer, a major customer, was planning to take part of its sales force automation work in-house.

Cegedim's financial advisors in the deal were Banc of America Securities Limited and Societe Generale Corporate & Investment Banking. Its legal advisors were Hodgson Russ and Lowenstein Sandler. JPMorgan is financial advisor and Dewey Ballantine and Day Pitney are legal advisors to Dendrite.

The Czech generic company Zentiva has signed an agreement to acquire 75 percent of Eczacibasi Generic Pharmaceuticals, a major domestic pharmaceutical supplier in Turkey, from Eczacibasi Ilaç Sanayi ve Ticaret AS, for about $611 million in cash.

This is Zentiva's third acquisition in the past few years. It purchased Slovakofarma, the leading pharmaceutical company in Slovakia, in August 2003 and Sicomed, Romania's largest generic drugmaker, in 2005.

Zentiva is a major player in Eastern Europe. Its largest stockholder is Sanofi-Aventis, which holds 24.9 percent of outstanding shares.

The deal brings Zentiva a sales force of more than 500, manufacturing capacity of 400 million dosage units per year, and entry into the rapidly growing Turkish pharmaceutical market, which is expected to become one of the world's top 10 by 2010.

The purchase will be funded by a new five-year committed loan facility. Zentiva's financial representative in the transaction was UBS Investment Bank.

Building on a central nervous system therapeutic-area alliance started in 2005, Takeda Pharmaceuticals will acquire Paradigm Therapeutics.

Paradigm, based in Cambridge and Singapore, focuses on identifying small-molecule targets within key gene families such as G-protein coupled receptors (GPCRs), ion channels, and proteases. Its pipeline includes targets and late-stage pre-clinical projects in pain, CNS, hormone dependent diseases such as prostate and breast cancer, and metabolic diseases.

Paradigm's major investors were BioOne Capital of Singapore, Avlar BioVentures, and Merlin Biosciences. Other shareholders include: Lloyds Development Capital, TTP Ventures, The Wellcome Trust, University of Cambridge, and Genmab A/S. Paradigm's shareholders received advice in the transaction from Avlar.