A Medical Device Daily
Merge Healthcare (Milwaukee, Wisconsin) and etrials Worldwide (Morrisville, North Carolina) reported the expiration of the exchange offer for the shares of etrials' common stock by Merge Acquisition, a subsidiary of Merge Healthcare. The exchange offer expired at midnight, EST, Tuesday.
Merge said it was notified by its transfer agent and depositary that shareholders of etrials had validly tendered and not withdrawn a total of 9.6 million shares of etrials common stock, which represents about 86% of the outstanding shares of etrials common stock. Merge has accepted, for payment and exchange, all shares that were validly tendered in accordance with the terms of the offer. Settlement of the exchange offer is expected to occur promptly, the companies reported.
Merge intends to exercise its "top up" option to increase its ownership to more than 90% of the outstanding shares of etrials common stock. Following the exercise of its option, Merge said it intends to acquire all of the remaining outstanding etrials stock as soon as practicable by means of a short-form merger and without the need for an etrials shareholder meeting.
Upon completion of the merger, the remaining outstanding shares of etrials common stock will be converted into the right to receive 80 cents in cash, without interest, and 0.3448 shares of Merge common stock. etrials will be a subsidiary of Merge Healthcare and will no longer be traded on the Nasdaq Global Market.
Merge builds software solutions designed to automate healthcare data and diagnostic workflow to build a better electronic record of the patient experience. etrials provides eClinical software and services to pharmaceutical, biotechnology, and medical device companies, as well as contract research organizations.
In other dealmaking activity:
• Phase Forward (Waltham, Massachusetts), provider of data management solutions for clinical trials and drug safety, today announced that it has signed an agreement to purchase the Interactive Voice & Web Response Services (IVRS/IWRS) business of Covance (Princeton, New Jersey) for $10 million in cash. As part of this transaction, Phase Forward and Covance have also agreed to enter into a multi-year marketing agreement to provide Phase Forward's InForm electronic data capture (EDC) solution and Clarix interactive response technology solution to Covance clients.
Phase Forward expects the purchase, which is subject to customary closing conditions, to be completed by the end of August.
The company expects to report additional financial details and the projected financial impact of the Covance deal on July 27, when it releases its second quarter results, as well as third quarter and full year 2009 guidance.
• Advanced Medical Solutions Group (Winsford, Cheshire, UK) said it signed a deal with Stryker (Kalamazoo, Missouri) for the global marketing and distribution of its LiquiBand wound closure products for use in cranio-maxillofacial (CMF) surgeries. The company said the product launches in the European market would begin this month, followed by a phased roll out in the rest of the world.
LiquiBand is a single use tissue adhesive used to close trauma and minor surgical wounds, the company said.
Stryker will have exclusive marketing and distribution rights for predominantly all geographical markets for CMF. Sales by Stryker into the U.S. CMF market are expected to begin later this year following FDA approval of the relevant products, the company said.