A Medical Device Daily

Quidel (San Diego), a provider of rapid diagnostic tests, said it has completed its acquisition of Diagnostic Hybrids (Athens, Ohio) for roughly $130 million in cash.

Quidel first reported the deal earlier this year (Medical Device Daily, Jan. 12, 2010).

Diagnostic Hybrids makes direct fluorescent in vitro diagnostic assays used in hospital and reference laboratories for a variety of diseases, including viral respiratory infections, herpes, Chlamydia and other viral infections, and thyroid diseases. Its strategy is to leverage its antibody development and cell culture expertise to develop new products that address significant market opportunities.

"Our combined company offers the marketplace a continuum of diagnostic tests for triaging patients, confirming diagnoses and providing actionable results to improve patient care," said Douglas Bryant, president/CEO of Quidel. We have begun an integration that is focused on maximizing Diagnostic Hybrids' growth opportunities and expect a smooth transition."

Diagnostic Hybrids reported $51 million in revenues in 2009, an increase of 34% over 2008. An estimated $5 million to $7 million of 2009 revenue is attributable to demand for the company's direct fluorescent antibody kits for the detection of Influenza A and B viruses, the company said. In 2009, Diagnostic Hybrids' operating income was $9.3 million or 18% of revenues. Excluding the impact of the Influenza A (H1N1) pandemic on the business last year, the company's three-year organic compounded annual growth rate has been 20%.

In other dealmaking activity:

• Amicas (Boston), a developer of image and information management solutions, said it has filed amended proxy materials with the Securities and Exchange Commission disclosing, among other things, that it has received an unsolicited proposal from Merge Healthcare (Milwaukee) to acquire all of the company's outstanding shares for $6.05 a share in cash.

According to Amicas, Merge's "highly-conditional proposal" is dependent on third-party financing, subject to a "reverse break" fee, which essentially gives Merge a $10 million option to buy Amicas; subject to a number of additional conditions, the satisfaction of which are within Merge's control, and has been characterized as Merge's "best and final" proposal. Given the highly conditional nature of Merge's most recent proposal, Amicas said its board believes the proposal is "illusory and risky" to its stockholders.

Late last year Amicas entered into a definitive merger agreement with Thoma Bravo (Chicago), under which an affiliate of Thoma would acquire all of the outstanding shares of Amicas for $5.35 a share in cash, in a deal valued at nearly $217 million (MDD, Dec. 30, 2009). This purchase price is fully financed and guaranteed by Thoma Bravo and other first tier private equity funds and is not dependant on unguaranteed, third-party financing, Amicas noted. The company said that Thoma was "ready, willing and able to close the transaction on its originally scheduled closing date" of Feb. 19. Amicas said it believes the Thoma Bravo merger provides its stockholders with "immediate and certain cash value." The company added that it is "confident that the Thoma Bravo Merger can be completed in a timely manner immediately following stockholder approval" at the special meeting of Amicas stockholders on March 4.

According to Amicas, "Merge has failed to provide sufficient financial guarantees and reasonable protections" for the company's stockholders. Accordingly, its board continues to unanimously recommend that Amicas stockholders vote for the Thoma Bravo merger.

Amicas also noted that, including Merge's most recent proposal, it has received six previous highly conditional proposals from Merge, none of which has been considered by the company's board to be a superior proposal to the Thoma Bravo merger.

• Arrhythmia Research Technology (Fitchburg, Massachusetts) reported a multi-year software license agreement with Nihon Kohden (Tokyo). The company has granted Nihon a non-exclusive and restricted right and license to use, sell and sub-license its signal-averaging electrocardiography software, PREDICTOR, customized for exclusive use in Nihon's electrocardiogram and other ECG-related products.

According to the company, a signal-averaged electrocardiogram detects cardiac microvolt signals. Signal averaging, which improves the signal to noise ratio, is a well-recognized technique for detecting and analyzing such cardiac microvolt signals including ventricular late potentials, the company noted. High-resolution acquisition equipment is used to collect the microvolt signals and transfer the data to an analytical system.

• U.S. HealthWorks (Valencia, California), an operator of occupational healthcare centers, reported the acquisition of all three Tucson Occupational Medicine healthcare centers. The acquisition of these centers expands the number of U.S. HealthWorks operated medical centers to six in Arizona and 131 nationwide.

The medical centers are occupational health facilities focused on providing injury and illness diagnosis and treatment, preventive services, pre-placement and post-offer exams and testing, and return-to-work programs. Financial terms of the transaction, which was effective Feb. 19, were not disclosed.