A Medical Device Daily

Beckman Coulter (Fullerton, California) reported that it priced a public offering of shares of its common stock. The company said it expects to use the proceeds to finance, in part, its acquisition of the diagnostic systems portion of Olympus' (Center Valley, Pennsylvania) Life Science business.

Morgan Stanley and Goldman, Sachs are joint book-running managers for the offering.

In connection with the offering of its common stock, Beckman Coulter said it is entering into forward sale agreements with each of Morgan Stanley and Goldman, Sachs or their respective affiliates. The forward purchasers will borrow and sell to the underwriters 4.5 million shares of Beckman Coulter's common stock in connection with the offering.

The underwriters are offering these shares to the public for $53 a share. The settlement of the forward sale agreements is expected to occur in conjunction with the closing of the acquisition, but in no event later than 12 months following the date of the common stock offering. Subject to certain exceptions, Beckman Coulter has the right to elect physical, cash or net share settlement of the forward sale agreements.

Assuming physical settlement of the forward sale agreements based upon an initial forward price of about $50.75 a share on the closing date of this offering, Beckman Coulter would receive gross proceeds of $238.5 million upon settlement of the forward sale agreements, before deducting the underwriters' discount and estimated offering expenses. In addition, the forward purchasers have granted the underwriters of the offering an option to buy up to an additional 450,000 shares of the company's common stock to cover over-allotments; provided that Beckman Coulter may elect, in its sole discretion, in lieu of having the forward purchasers grant such option to the underwriters, to grant the underwriters an option to purchase from Beckman Coulter an equal number of shares on the same terms.

In other financing activity:

• Arteriocyte Medical Systems (Cleveland) reported an investment in Control Medical Technology (Park City, Utah). According to the company, the investment will enable development and distribution of Control's Aspire hand-held, disposable aspiration system for use with Arteriocyte's Stem-Prep and other Magellan-platform technologies. The two companies will develop the Aspire system for surgical applications including bone marrow aspiration and disc decompression. Arteriocyte will serve as the exclusive U.S. orthopedic distributor for the Aspire bone marrow aspiration and disc decompression devices.

Financial terms were not disclosed.

Arteriocyte's Magellan device platform is designed to provide rapid bedside stem cell and platelet concentration technology for surgical applications. Arteriocyte recently launched the Magellan Stem-Prep rapid marrow concentration system to allow physicians to harvest and concentrate stem cells and platelets at bedside using a patient's own marrow for therapeutic use during a surgical procedure.

Arteriocyte is developing stem cell therapies for human clinical application. Its goal is to develop commercially available stem cell based therapies using multiple sources of adult derived stem cells (marrow, peripheral, cord blood, and cartilage).

Control Medical Technology develops devices intended to help improve patient care. Its FDA-approved Aspire systems are used to remove fluids, tumors, bone, bone marrow, endometrial fluids, blood clots, tissue, and other pathology, targeting unmet clinical needs in oncology, orthopedics, spine, pain management and cardiovascular medicine.

• MedClean Technologies (Bethel, Connecticut) reported a private offer to exchange all of its existing common stock purchase warrants with initial exercise dates between July 11, 2008 and Aug. 29, 2008 for newly issued common stock purchase warrants, with a new lower exercise price, exercisable for a lesser number shares of its common stock, par value $0.0001 per share, and without a "cashless exercise" right. The offer to exchange is being made upon the terms and subject to the conditions set forth in the confidential offering memorandum dated May 19, 2009 and related letter of transmittal.

The offer to exchange will expire at 5 p.m., Eastern Standard Time, June 16, unless extended by the company.

The number of shares of common stock represented by each new warrant will equal one-half of the number of shares of common stock represented by the corresponding existing warrant for which it is exchanged, rounded up to the nearest whole share. For example, for an existing warrant for the purchase of 100,000 shares of common stock, the number of shares of common stock represented by the new warrant would be 50,000 shares.

Other than the exercise price per share, number of shares of common stock represented by the common stock purchase warrant, and the cashless exercise right, the terms of the existing warrants and the new warrants will be identical, including the Initial exercise date and the termination date, according to MedClean.

As of the date hereof there were 48 existing warrants outstanding representing rights to purchase a total of 354,838,221 shares of common stock, the company said.