Notable Mergers and Acquisitions of the Day 10/15: PFE/WYE, VISN, OXGN

October 15, 2009 10:23 AM EDT

• Pfizer Inc (NYSE: PFE) today announced that the U.S. Federal Trade Commission terminated the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to Pfizer's pending acquisition of Wyeth. In addition, Pfizer has received approval from the Canadian Competition Bureau for the pending acquisition.
  
  With the receipt of these clearances, Pfizer has now satisfied the regulatory approval requirements under the merger agreement to complete the acquisition of Wyeth. Pfizer expects to close the transaction on October 15, 2009.
  
  The Federal Trade Commission's and Canadian Competition Bureau's decisions require Pfizer to divest certain animal health assets in the U.S. and Canada, respectively, to Boehringer Ingelheim, as previously announced. In addition, the Canadian Competition Bureau's decision includes Pfizer's commitment to amend an existing distribution agreement in Canada related to Estring.
  
  "We are pleased to have received all of the requisite regulatory approvals for our combination with Wyeth," said Jeffrey Kindler, chairman and chief executive officer, Pfizer. "We now look forward to combining the two companies so that we can achieve meaningful results for patients, customers and the communities we serve, as well as for our shareholders."
  
  
• VisionChina Media Inc. (NASDAQ: VISN) announced an agreement to acquire Digital Media Group.
  
  The total consideration for the transaction is $160 million in cash and shares payable by the Company to eligible shareholders of DMG in three installments over two years including the first installment of $100 million payable at the closing of the transaction. Two subsequent installments of $30 million each will be paid on the first and second anniversaries, respectively, of the closing of the transaction. Of the initial $100 million, $40 million will be paid in cash and $60 million will be paid in shares.
  
  Simpson Thacher & Bartlett LLP acted as exclusive legal advisor to VisionChina Media. Orrick, Herrington & Sutcliffe LLP acted as exclusive legal advisor to DMG.
  
  The transaction is expected to close 1Q10.
  
  
• OXiGENE, Inc. (Nasdaq: OXGN) and VaxGen, Inc. (OTCBB: VXGN) have entered into a definitive merger agreement pursuant to which OXiGENE will acquire VaxGen in exchange for common stock of OXiGENE.
  
  At the closing of the transaction, OXiGENE will issue approximately 15.6 million shares of common stock in exchange for all outstanding shares of VaxGen's common stock. The number of shares issued at closing will be subject to adjustment if VaxGen's net cash, as of a date shortly before the closing, as agreed by both parties, less certain expenses and liabilities, is greater or less than approximately $33.2 million. Based upon the shares of common stock of OXiGENE and VaxGen currently outstanding and assuming net cash at closing equals the target net cash, the stockholders of VaxGen would receive approximately 0.4719 shares of common stock of OXiGENE for each share of VaxGen common stock. VaxGen currently estimates that its net cash at closing may be below the target amount of net cash, depending on the timing of the closing and the amount of VaxGen expenses.
  
  In addition to the initial shares issued to VaxGen stockholders, OXiGENE will also place approximately 8.5 million shares of its common stock in escrow to be released to VaxGen stockholders contingent upon the occurrence of certain events over the two-year period following the closing. These events relate primarily to settlement of VaxGen's obligations under its lease of facilities in South San Francisco, and to the potential award of a procurement contract to Emergent BioSolutions (NYSE:EBS - News) by the U.S. Government for which VaxGen is eligible to receive milestone and royalty payments in connection with Emergent BioSolutions' May 2008 acquisition of VaxGen's recombinant protective antigen (rPA) anthrax vaccine product candidate and related technology.

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