A Medical Device Daily

American Medical Systems Holdings, (AMSH; Minneapolis) reported the divestiture of its Her Option Global Endometrial Ablation product line to Cooper Surgical (Trumbull, Connecticut) a subsidiary of the Cooper Companies for $20.5 million. The final sale price is subject to adjustment based on working capital balances at the time of sale.

"As with the Ovion divestiture, this transaction will allow us to focus our resources on addressing unmet needs in our established pelvic health markets while maximizing the return to our shareholders for this non-strategic asset. Importantly, Cooper Surgical is a leader in the in-office gynecology market and thus physicians and patients should continue to utilize this treatment with confidence that Cooper Surgical is committed to this product line moving forward," said Tony Bihl, CEO of AMSH. "We look forward to working with Cooper Surgical to effect a timely and efficient transition that is seamless for all Her Option physicians and patients."

In other dealmaking activity:

• The Alcon Independent Director Committee of Alcon (Huenenberg, Switzerland) reported that RiskMetrics Group, a company that specializes in risk management, corporate governance and financial research and analysis, has raised concerns about the adequacy of the merger proposal by Novartis (Basel, Switzerland) to Alcon's minority shareholders and the legality of any attempt by Novartis to unilaterally impose a full takeover of Alcon.

In addition, RiskMetrics questioned the spirit of the Novartis merger proposal. In particular, RiskMetrics noted that "[Novartis] is clearly aware of the many legal protections afforded minority shareholders in various global jurisdictions, protections designed to prevent exactly this type of situation." As one example, RiskMetrics highlighted Article V, Section 5 of the Alcon Organizational Regulations and stated that "as soon as [Novartis] closes on its purchase of Nestlé's 52% stake, it seems to us a challenge to argue that this provision would not apply to [Novartis], in spirit if not in fact."

RiskMetrics also noted that "relying on technicalities to discriminate against one set of shareholders is clearly not best practice," and that RiskMetrics will "continue to monitor this situation."

The Committee also renewed its pledge to defend the rights of Alcon's minority shareholders through all appropriate and available actions.

On January 4, 2010, Novartis proposed acquiring the publicly-traded minority shares of Alcon in an all-share swap, valued at the time of the announcement at $153 per Alcon share (Medical Device Daily, Jan. 5, 2010). Novartis simultaneously reported its intent to purchase a 52% stake in Alcon from Nestlé (Vevey, Switzerland) for $180 in cash. Last month, the committee formally responded to Novartis' merger proposal to minority shareholders, finding the price and other terms proposed by Novartis to be grossly inadequate (MDD, Jan. 21, 2010).

• PositiveID (Delray Beach, Florida) reported that it has acquired intellectual property rights and assets of Easy Check Medical Diagnostics (Miami) to expand its portfolio of non-invasive glucose-level testing products and diabetes management tools under development. Easy Check has two primary products under development: the Easy Check breath glucose detection system and the iGlucose wireless communication device.

The Easy Check breath glucose test, currently under development, is a non-invasive glucose detection system that measures acetone levels in a patient's exhaled breath. The association between acetone levels in the breath and glucose is well documented, but previous data on the acetone/glucose correlation has been insufficient for reliable statistics.

Easy Check's breath glucose detection system combines a proprietary chemical mixture of natrium nitroprussid with breath exhalate, which is intended to create a new molecular compound that can be measured with its patent pending technology. The company believes that the use of a heavy molecule to generate a chemical reaction that can be reliably measured may prove the close correlation between acetone concentrations found in a patient's exhaled breath and glucose found in his or her blood. This could eliminate a patient's need to prick his or her finger multiple times per day to get a blood sugar reading.