A Medical Device Daily

ViraCor Laboratories (Lee's Summit, Montana) and IBT Laboratories (Lenexa, Kansas) reported that the companies are merging to create a new specialty diagnostics laboratory.

ViraCor and IBT say the new company has a strong research and development (R&D) infrastructure and broad scientific proficiency that will allow it to create an expanded menu of diagnostic tests to serve the needs of physicians, hospitals and researchers in the immunology and infectious disease arenas. The company also will offer an extensive range of services to biopharmaceutical clients seeking support for discovery and clinical-trial testing.

"The merger of ViraCor and IBT creates a combined company with more than 200 employees that serves more than 4,000 physicians, hospitals, commercial laboratories and biopharmaceutical companies. The new company's broad test menu includes cellular, immunology, and allergy testing services as well as molecular assays that detect and monitor microbial pathogens.

Established in 2000, ViraCor is a clinical reference and research laboratory with particular expertise in molecular infectious disease testing and in understanding the special needs of patients with compromised immune systems. These patients include those who have had organ transplants as well as cancer patients, individuals with autoimmune disorders and pre-term infants who have weaker immune systems. In addition to serving hospitals and physicians, ViraCor works with pharmaceutical companies and clinical researchers to conduct clinical trials.

IBT was founded in 1983 and is a premier allergy and immunology laboratory. It offers esoteric molecular and cellular immunology services for pharmaceutical clinical trials and patient care diagnostic testing. IBT's extensive experience and leading-edge research enable it to offer clients the most advanced immunodiagnostic services available in areas such as immune deficiency, autoimmune disease, skin allergy, drug immunogenicity and immunogenomics.

In other dealmaking activity:

• Laboratory Corporation of America Holdings (Burlington, North Carolina) reported the commencement of its cash tender offer for all outstanding shares of the common stock of Monogram Biosciences(South San Francisco) for $4.55 per share.

The tender offer is being made by Mastiff Acquisition, a wholly owned subsidiary of LabCorp, pursuant to an Offer to Purchase, dated July 1, 2009. LabCorp and Monogram previously said that they entered into an Agreement and Plan of Merger, dated as of June 22, 2009, for LabCorp to acquire Monogram.

The board of Monogram Biosciences has determined that the offer and the merger are fair to and in the best interests of Monogram and its stockholders, approved and declared as advisable the agreement and plan of merger and the other transactions contemplated thereby, including the tender offer, and recommended that the Monogram stockholders accept the offer, tender their shares in the offer and, if required by applicable law, adopt the agreement and plan of merger.

The tender offer and any withdrawal rights are scheduled to expire at 12:00 midnight, EST, at the end of the day on Wednesday, July 29, 2009, unless the tender offer is extended.

• National Health Investors (Murfreesboro, Tennessee) reported a $5 million purchase/leaseback transaction involving four Texas skilled nursing facilities with 595 beds owned by affiliates of Legend Healthcare (San Antonio, Texas).

The average age of the facilities is 5 years. Legend is currently a lease customer of NHI and specializes in the operation of transitional care and skilled nursing facilities. Three of the four facilities were purchased by NHI on June 30, 2009, for a total of $39.7 million, with the fourth facility expected to be purchased by NHI for $15.8 million no later than August 1, 2009. The purchases are funded from NHI's accumulated cash liquidity. The four facilities are being leased to Legend over 15 years at an initial lease rate of 10% plus annual increases. Legend has the option after 7 years to purchase the facilities.

• Following recent approvals by the Federal Trade Commission and the Virginia Attorney General, Prince William Health System (PWHS; Manassas, Virginia) and Novant Health (Winston Salem, North Carolina), both non-profit organizations, reported that they have finalized an agreement to merge. Novant will invest more than $240 million to help PWHS continue to meet the increasing health care needs of western Prince William County, the population of which is projected to grow more than 20% in the next two years.

Prince William Health System will retain its name and identity and will continue to be governed by a board of trustees made up of local leaders with deep ties to the community. Novant will seat one PWHS representative on its board, and PWHS will seat one Novant representative on its board. In addition, all donations to the PWHS Foundation will continue to stay within the community.