A Medical Device Daily
Kimberly-Clark (Dallas) reported commencing a cash tender offer to purchase all outstanding shares of common stock of I-Flow (Lake Forest, California). Earlier this month the companies reported a definitive agreement whereby Kimberly-Clark would acquire I-Flow in a cash tender offer and subsequent merger for about $324 million on a fully diluted basis (Medical Device Daily, Oct. 12, 2009).
I-Flow stockholders will receive $12.65 in cash for each share of I-Flow common stock tendered in the offer, without interest and less any required withholding taxes. If more than 50% but less than all of the outstanding shares of I-Flow common stock are tendered, and all other closing conditions are satisfied, any remaining shares not tendered will be converted into the right to receive the same consideration in cash in connection with a merger of Kimberly-Clark's merger subsidiary into I-Flow. Following the purchase of shares in the tender offer, I-Flow will operate as part of Kimberly-Clark Health Care, a global business segment of Kimberly-Clark, with net sales of more than $1 billion, the company noted.
The tender offer will expire at midnight on Nov. 17, unless extended in accordance with the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission, the company said. The closing of the tender offer is conditioned upon the tender of a majority of the outstanding shares of I-Flow's common stock on a fully diluted basis. The closing is also conditioned upon expiration or termination of the applicable U.S. antitrust waiting period.
In other dealmaking activity:
• MiMedx (Atlanta) said it has sold the assets of its upper extremities business, LeveL Orthopedics, in separate transactions valued at more than $1 million. The majority of the assets were sold to UPex Holdings, a design and distribution company that focuses on upper extremity orthopedic products. UPex purchased eight patent applications and the related intellectual property for $300,000 cash, a $100,000 promissory note, and up to $630,000 in royalty obligations. Two provisional patent applications and the related intellectual property were sold to the primary inventor, Dr. Thomas Graham, in a separate transaction in September, the company noted.
The sale process was led by Scott Chesky of the Maren Group, an investment banking firm expertise in healthcare, and Bill Taylor, who was recently appointed as MiMedx group president/COO. "Not only will the LeveL sale enable MiMedx Group to focus on our biomaterial platform strategy, but by finding a new home for the technology in UPex, I believe that surgeons and patients will soon enjoy the benefits of the innovations embodied in the LeveL intellectual property," Taylor said.
• TechniScan (Salt Lake City), a device company developing an automated breast ultrasound imaging system, said it has become a publicly traded company through a reverse merger with and into Castillo (El Cajon, California).
The merger became effective Oct. 9. The surviving entity in the reverse merger will be known as TechniScan. The company's common stock is now trading on the OTC Bulletin Board under the symbol "TSNI."
According to the company, its imaging system, Svara, surrounds the breast in a warm bath of water, which allows ultrasound transducers to transmit sound waves into and through the breast, capturing 3-D images of the interior of the breast. Svara is designed to provide physicians with a new, non-invasive, ultrasound imaging tool that will provide detailed information about the physical structures within the breast, TechniScan said.
"Becoming a public company is a significant milestone for TechniScan as we continue to improve the resolution and gather clinical data from our Svara WBU automated breast imaging system," said David Robinson, president/CEO of TechniScan. "We expect that our current clinical testing sites in the United States and in Europe will provide us with the data we need for a successful commercial introduction of the system in 2010."
Robinson also said that the reverse merger allows TechniScan to become a publicly traded company, which the company believes will help it continue to raise the funds needed to make refinements in its imaging system and introduce a commercial version within the next year.
TechniScan said it has raised more than $24 million in equity financing and $5 million in federal grant funding from the National Institutes of Health and the National Cancer Institute, bringing the total raised to roughly $29 million. The company grew out of the University of Utah, Department of Bioengineering.
• MPS Group (Jacksonville, Florida), a provider of specialty staffing, consulting and business solutions, said it has agreed to be acquired by Adecco Group (Zurich, Switzerland) for $13.80 a common share in a cash transaction valued at about $1.3 billion.
The deal is expected to close in the first quarter of 2010 and is subject to MPS Group shareholder approval, antitrust clearance and certain other regulatory approvals and closing conditions. The transaction is not subject to a financing contingency and will be financed with Adecco's current cash resources as well as existing financing capabilities, the company said.
• Manhattan Scientifics (Albuquerque, New Mexico) said it has entered into a non-binding letter of intent with Edward Flynn, PhD, and his company, Senior Scientific, to acquire all the manufacturing and marketing rights, together with all commercial rights associated with Flynn's patents and IP in the emerging field of nanomedicine. Flynn's work is focused on the biomagnetic detection of cancer and other diseases through magnetic field sensors with enhanced accuracy, the company noted.
Financial details of the planned acquisition were not disclosed. A definitive agreement is expected to be concluded within 60 days, the company said.
• Intermedix (Fort Lauderdale, Florida), a provider of technology-based business services to emergency providers, reported that it has acquired the assets and operations of the Billing Services Division of ESO Solutions (Austin, Texas).
The Acquired Billing Operations deliver EMS billing services to EMS providers in Texas, Arizona, California, Missouri, New Mexico, South Carolina, Washington and Wisconsin. Intermedix will take over the Acquired Billing Operations and ESO will continue to provide its medic-friendly, innovative electronic patient care reporting (ePCR) software solutions to clients of the Acquired Billing Operations and other EMS and Fire organizations that do not currently utilize the Acquired Billing Operations for outsourced billing services.
• athenahealth, (Watertown, Massachusetts) a provider of internet-based business services for physician practices, reported that it has completed the acquisition of Anodyne Health Partners, in an all-cash transaction that closed on Friday.
• Gentiva Health Services (Atlanta), a provider of home health services, said it has completed its acquisition of the Medicare certified assets of Coordinated Home Health Care, which has three offices in New Mexico and Texas. Financial terms of the transaction were not disclosed.