A Diagnostics & Imaging Week

Laboratory Corporation of America (LabCorp; Burlington, North Carolina) is acquiring and merging with Monogram Biosciences (South San Francisco) for $155 million.

LabCorp will acquire all of the outstanding shares of Monogram in a cash tender offer for $4.55 per share for an implied total equity value of approximately $106.7 million, or a total enterprise value of about $155 million as of March 31, including net indebtedness.

David King, chairman/CEO of LabCorp, said. "Monogram Biosciences has an excellent clinical reputation, a market leading infectious disease test, a market leading companion diagnostic, an exciting technology platform for oncology and offers LabCorp a substantial growth opportunity. By utilizing LabCorp's national infrastructure to build on Monogram's already strong sales, we will advance our leadership in infectious disease and cancer testing, companion diagnostics and personalized medicine. We look forward to providing improved offerings to both our and Monogram's current customers."

Monogram provides companion diagnostics – molecular diagnostic products that help guide and target appropriate treatments. Monogram's Trofile assay identifies patients who are eligible for the CCR5 class of HIV drugs and is the widely adopted companion diagnostic for the HIV drug Selzentry. Monogram's PhenoSense and PhenoSense GT HIV tests measure individual patient viral drug resistance, thereby enabling physicians to design optimal, individualized treatment plans for each patient. Monogram's HIV tests are used routinely by physicians for managing patient therapy and are an integral component of anti-HIV drug development and clinical evaluations for the pharmaceutical industry.

The acquisition is expected to be about 12 cents dilutive to LabCorp's 2009 earnings per share (EPS), including about 4 cents of transaction related costs, and slightly accretive to 2010 EPS.

The closing of the acquisition is expected in 3Q09.

The total $155 million estimated enterprise value of the transaction is based on Monogram's approximately 23.5 million fully diluted shares outstanding less net cash and cash equivalents on hand as of March 31, plus outstanding indebtedness as of that date.

In other dealmaking news:

• Opko Health (Miami) reported that it has acquired exclusive, worldwide rights to a new platform technology for the rapid identification of molecules that can be useful as vaccines and new drugs, and to create new diagnostic tests.

The technology was developed at the University of Texas Southwestern Medical Center (Dallas), by Thomas Kodadek, PhD, and his team. Kodadek, who has recently joined the faculty of the Scripps Research Institute (Jupiter, Florida), will become a consultant to Opko to oversee the development of this technology and he will also become a member of Opko's scientific advisory board.

"Our initial focus will be on the development of simple and accurate, quantitative blood tests for several diseases for which none are presently available and for which early diagnosis is difficult," said Phillip Frost, MD, chairman/CEO of Opko. "We plan to begin with tests for Alzheimer's disease, multiple sclerosis, Parkinson's disease and lung cancer."

• Doctor Diabetic Supply (DDS; Miami), a leading distributors of diabetic testing supplies and related products, reported the acquisition of Diabetes Source Rx (Lafayette, Louisiana), a distributor of diabetes supplies.

The company said the acquisition is an important step in the execution of DDS's growth strategy. It added that customers from Diabetes Source Rx will be easily integrated into the DDS family of clients, given the similarities in the service models of both companies.

DDS said it has implemented a communications and customer service plan to welcome Diabetes Source Rx's customers, and support them throughout the integration phase.

DDS employs more than 260 and serves more than 80,000 customers nationwide.

• Solon Manufacturing (North Haven, Connecticut), a maker of single use disposable products, reported its acquisition of certain assets of PurFybr (Munster, Indiana). The purchase, which specifically includes PurFybr brand rights and trademarks, technology, equipment and inventory, was concluded Friday.

"We are very excited to add the PurFybr lineup of products to our family of brands," said Ken Shaw, VP of Solon. "PurFybr has an outstanding reputation for high-quality specialty diagnostic swabs." PurFybr products are the standard worldwide for DNA and influenza virus testing, including H1N1 (swine flu) virus, the company noted.

Duane Ehlers, president and owner of privately held PurFybr, will join Solon as a consultant.

PurFybr says it was one of the first companies to spin polyester, rayon, and calcium alginate onto thin wires. Its products are designed to minimize the risk of irritation and contamination during the collection of specimens for a range of diagnostic testing, including rapid viral tests. Among its products, the company's ultra micro fine wires have been shown to be highly effective in testing for and collecting specimens for sexually transmitted diseases, the company said.

• NDS Surgical Imaging (San Jose, California) has acquired a wireless video technology that extends its current imaging capabilities in the operating room (OR) and beyond. By integrating this new technology with its medical visualization and informatics platforms, the company plans to develop an array of wireless solutions for surgical, endoscopy and interventional suites.

The new medical-grade ZeroWire product line will deliver HD image quality with interference immunity and security, using the patented technology acquired from TZero Technologies (Santa Clara, California).