Guilford, MGI deal

MOGN will acquire GLFD for $3.75 per share, or $177.5 million in stock and cash. The price is a 56% premium to GLFD's close of $2.41 on July 20, before the deal was announced. MOGN will extinguish about $69.4 million in GLFD's convertible debt and GLFD's $60 million obligation to Paul Royalty Fund. At March 31, GLFD had $68.5 million in cash. The deal is expected to close next quarter. Lazard advised MOGN, and UBS advised GLFD.

The combined company will focus on oncology and acute care. GLFD markets Gliadel carmustine wafer for high-grade malignant gliomas. Gliadel had 2004 sales of $27.7 million. The company's Aquavan propofol injection is in Phase III trials for procedural sedation. GLFD also has two preclinical programs, NAALADase inhibitors for chemotherapy-induced neuropathy and PARP inhibitors for chemotherapy or radiation therapy sensitizers. GLFD is selling its cardiovascular drug Aggrastat tirofiban. ...