A Medical Device Daily
Laboratory Corporation of America Holdings (LabCorp; Burlington, North Carolina) reported the successful completion of its $155 million acquisition of Monogram Biosciences (South San Francisco, California). LabCorp acquired Monogram pursuant to a cash tender offer followed by the merger of a wholly-owned subsidiary of LabCorp with and into Monogram.
LabCorp commenced a tender offer on July 1 for all of the outstanding shares of common stock of Monogram for $4.55 a share in cash. The deal was first disclosed a little more than a month ago (Medical Device Daily, June 24, 2009).
As a result of the acquisition, Monogram became a wholly-owned subsidiary of LabCorp, and Monogram shares ceased to be traded on the Nasadaq Global Market at the close of trading on August 4, 2009.
In other dealmaking activity:
• Misonix (Farmingdale, New York), a developer of minimally invasive ultrasonic medical device technology, which in Europe is used for the ablation of tumors and worldwide for other acute health conditions, reported the sale of its Labcaire (Clevedon, UK) subsidiary to PuriCore International (Malvern, Pennsylvania) for a total purchase price of up to $5.6 million.
Misonix received $3.6 million at closing and a promissory note in the principal amount of $1 million, payable in equal installments of $250,000 on the next four anniversaries of the closing. Misonix will also receive a commission paid on sales for the period commencing on the date of closing and ending on December 31, 2013 of 8% of the pass through Automated Endoscope Reprocessing (AER) and Drying Cabinet products, and 5% of license fees from any chemical licenses marketed by Labcaire directly associated with sales of AER's, specifically for the disinfection of the endoscope. The aggregate commission payable to Misonix is subject to a maximum payment of $1 million.
• DJO (San Diego), a global provider of medical device solutions for musculoskeletal health, vascular health and pain management, reported that its wholly-owned subsidiary, DJO Canada, has acquired the Canadian master distributors of DJO's Chattanooga, Saunders, Empi and Cefar/Compex branded products in two separate transactions. These two independently-owned businesses have represented these DJO products as master distributors, selling to a national network of dealers across Canada for nearly 17 years. The acquisitions closed August 4. Terms of the acquisitions were not disclosed.
DJO Canada, which has historically been responsible for the sale of DJO's bracing and supports product lines in Canada, will immediately assume responsibility for marketing and selling the Chattanooga, Saunders, Empi and Cefar/Compex branded products through the existing national dealer network in the Canadian marketplace.
• Sirius Medical Supply (Clearwater, Florida) reported it would not to sell diabetic testing supplies for the next two years as part of an asset purchase agreement with Priority Diabetes Supply (Jupiter, Florida).
Under the agreement, Sirius sold its list of diabetic customers to Priority, a Jupiter firm that does business as Diabetes Wellness Supply.
The purchase price was $225 per customer, with $80,000 paid at the time of closing on July 31, and potential upward or downward adjustments to be made within 180 days of closing, according to a filing with the SEC by Procyon (Clearwater), the parent company of Sirius.
Some assets, including accounts receivable and the Sirius name, were excluded from the sale, the filing said.
A noncompetition covenant in the agreement bars Sirius from selling diabetic testing supplies for two years within 100 miles of its Clearwater headquarters or anywhere in the U.S. by mail.
Last year, the company participated in the first round of competitive bidding to provide supplies under a new initiative by the Centers for Medicare and Medicaid (CMS) but did not win a bid and received no feedback from CMS, Anderson said.
CMS then put the competitive bidding system on hold, but with no additional clarity from the government as to what to expect, the Procyon board decided to make a controlled exit from the DME business, Anderson said.
For the first nine months of fiscal 2009, ended March 31, Sirius had $206,621 in sales, or about 10% of Procyon's total $2 million in sales, SEC filings showed.