Notable Mergers and Acquisitions of the Day 3/12: DNA, GILD/CVTX, HLIT/SCOP

March 12, 2009 9:50 AM EDT

StreetInsider.com Notable Mergers and Acquisitions of the Day:

• Roche and Genentech (NYSE: DNA) signed a merger agreement under which Roche will acquire the outstanding publicly held interest in Genentech for $95.00 per share in cash.
  
  The two sides have fought for months on terms of the deal, which were originally $89 per share that later dropped to $86.50 then raised to $93 and is now at $95.
  
  The combined company will be the seventh largest U.S. pharmaceuticals company in terms of market share. It will generate approximately US$17 billion in annual revenues and will employ around 17,500 employees in the U.S. pharmaceuticals business alone, including a combined sales force of approximately 3,000 people.
  
  Roche expects the combination to generate annual pre-tax cost synergies of approximately US$750 to $850 million. Synergies will be largely driven by reducing complexity and eliminating duplicative functions and processes in areas like late stage development, manufacturing, corporate administration and support functions.
  
  The transaction is expected to be accretive to Roche's earnings per share in the first year after closing.
  
  
• Gilead Sciences, Inc. (Nasdaq: GILD) and CV Therapeutics, Inc. (Nasdaq: CVTX) today announced the signing of a definitive agreement pursuant to which Gilead will acquire CV Therapeutics for $20.00 per share in cash through a tender offer and second step merger.
  
  CV Therapeutics’ Board of Directors has unanimously approved the transaction and has agreed to recommend to its stockholders that they tender their shares pursuant to the tender offer. CV Therapeutics will become a wholly-owned subsidiary of Gilead.
  
  The transaction is valued at approximately $1.4 billion and is expected to be dilutive to Gilead’s earnings in 2009, neutral to accretive in 2010 and accretive in 2011 and beyond.
  
  
• Harmonic Inc. (NASDAQ: HLIT) announced that it has completed the acquisition of Scopus Video Networks Ltd. (NASDAQ: SCOP) for $5.62 per share in cash, which represents an enterprise value of approximately $50 million, net of Scopus' cash and short-term investments. The acquisition strengthens Harmonic's technology and market leadership, particularly in the broadcast contribution and distribution markets, in addition to increasing the global customer base. Scopus' customers will be supported by the expanded regional Harmonic sales and support teams, and through channel partners.
  
  Harmonic continues to expect cost synergies of $8-10 million on an annualized basis once Scopus becomes fully integrated into the existing Harmonic organization and management structure. The transaction is expected to be accretive to Harmonic's non-GAAP earnings in 2009, exclusive of the amortization of intangibles and non-recurring charges such as restructuring and transaction costs. Harmonic will determine the appropriate purchase accounting for the transaction upon closing its first quarter of 2009 and, accordingly, cannot reasonably estimate the impact on GAAP earnings at this time. See "Use of Non-GAAP Financial Measures" below.

To see all the Mergers & Acquisitions for today in real-time go to http://www.streetinsider.com/Mergers+and+Acquisitions

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