A Diagnostics & Imaging Week
Bruker Advanced Supercon (Billerica, Massachusetts) said it has closed the acquisition of the research instruments portion of Varian Medical Systems' (Palo Alto, California) Accel Instruments (Bergisch-Gladbach, Germany) subsidiary.
Varian acquired Accel, including both its businesses in research instruments (RI) and proton therapy, in January 2007. In this deal, Varian is retaining the proton therapy business, which will now operate as Varian Particle Therapy, while Bruker has acquired substantially all of the assets of the RI business. The asset deal, which was signed by Bruker and Varian in February, closed last Wednesday. Financial terms were not disclosed.
The RI business acquired by Bruker makes a variety of advanced superconducting and other subunits and systems for physics and energy research, plus other scientific applications. RI products include electron and ion LINACs, superconducting and normal conducting accelerator cavities, insertion devices, other accelerator components, neutron source subunits, specialized superconducting magnets, superconducting (HTS and LTS) devices, X-ray and particle beamlines, as well as vacuum and cryosystems.
Accel was founded in 1993 by Drs. Udo Klein and Michael Peiniger as a spin-off from Siemens (Erlangen, Germany). Bruker has retained Klein and Peiniger as managing directors and minority shareholders in the newly acquired RI business, which has been sub-divided into two new Bruker subsidiaries, RI Research Instruments and Bruker Advanced Supercon.
RI Research Instruments is focusing on rf cavities and systems, linear accelerators, and special products for physics and energy research. It is 45% owned by its management team, and 55% by Bruker.
Bruker Advanced Supercon is focusing on low and high temperature superconducting devices, circular accelerator vacuum systems, beamlines, and X-ray optics businesses, as well as specialty superconducting magnets for physics, energy research, medical devices, crystal growth applications, etc. It is 100% owned by Bruker.
In other dealmaking activity:
• PPD (Wilmington, North Carolina) said it has agreed to sell the business of its subsidiary Piedmont Research Center (PRC) to Charles River Laboratories (Wilmington, Massachusetts) for $46 million in cash. The center provides preclinical research and evaluation of anticancer agents and therapies.
Deal closing is subject to customary conditions and is expected to be completed during the second quarter, PPD said. The company said it anticipates the divestiture will reduce its projected full year 2009 discovery sciences segment net revenue by about $19 million. In addition, PPD expects this divestiture will increase projected full year 2009 diluted earnings per share by roughly 12 cents, including the after-tax gain on the sale of about $17 million in the second quarter.
Charles River said the acquisition is expected to be neutral to its earnings per share on both a GAAP and non-GAAP basis in 2009. It said that PRC would significantly expand the oncology expertise offered through Charles River Discovery and Imaging Services.
PPD also said it has acquired Magen BioSciences (Waltham, Massachusetts), a biotechnology company focused on dermatologic therapies, for $14.5 million in cash.
With the acquisition, PPD said it gains a pipeline of compounds through Magen's exclusive license to develop and commercialize preclinical compounds discovered by Eli Lilly (Indianapolis) for dermatologic therapeutics. The acquisition also provides PPD R&D capability to screen dermatologic compounds to determine efficacy and safety, the company noted.
For the remainder of 2009, PPD anticipates that Magen's R&D activities will generate a loss from operations of about $15.2 million, or a diluted loss per share of $0.09.
PPD is a global contract research organization providing discovery, development and post-approval services as well as compound partnering programs. Its clients and partners include pharmaceutical, biotechnology, medical device, academic and government organizations.
• Tenet Healthcare (Dallas) reported that company subsidiaries have completed the previously disclosed sales of USC University Hospital and Kenneth Norris Jr. Cancer Hospital to the University of Southern California (all Los Angeles).
The transaction is expected to generate cash proceeds of $275 million from the sale of property and equipment. From these proceeds, $30 million will be deferred and placed in an escrow account for up to four years. In addition, Tenet's subsidiaries will retain substantially all of the hospitals' working capital, which is expected to result in about $35 million of incremental cash proceeds. Tenet said it expects to use the proceeds for general corporate purposes.
USC has committed to offer employment to all or substantially all current employees who are in good standing. The transaction is subject to conditions and regulatory approvals that must be satisfied prior to closing. The closing, which is not conditional on financing, is targeted for completion by March 31. As part of the transaction, Tenet and USC will drop all litigation pending between them.
Tenet said it expects to record an impairment charge of about $40 million, pre-tax and after-tax, in discontinued operations in 4Q08 related to the sale.
Tenet owns and operates acute-care hospitals and related ancillary healthcare businesses, which include ambulatory surgery centers and diagnostic imaging centers.
• CardioNet (Conshohocken, Pennsylvania) reported its entry into the cardiac clinical research services business and the acquisition of Biotel (Eagan, Minnesota). The two companies entered into a binding definitive merger agreement for CardioNet to acquire Biotel for $4.82 per share in cash, for a total transaction value of about $14 million.
The acquisition of Biotel expands CardioNet's product portfolio with a recently approved wireless event monitor, enhancing CardioNet's leadership position in the rapidly emerging field of wireless medicine, the company said. With the acquisition, CardioNet said it now provides physicians and patients with the most comprehensive array of products for the diagnosis and monitoring of cardiac arrhythmias. The company's product portfolio will include Holter monitoring, wireless event monitoring and CardioNet's Mobile Cardiac Outpatient Telemetry (MCOT), a system for wireless diagnosis and monitoring of cardiac arrhythmias.
As part of the acquisition, CardioNet is acquiring Biotel's wholly-owned subsidiary, Agility Centralized Research Services (Chicago). Agility provides event, Holter and 12 lead ECG monitoring services to the medical device and pharmaceutical industries, as well as to contract research and academic research organizations worldwide.
• Expanding its capabilities to deliver complete medical imaging and healthcare solutions, Canon U.S.A. (Lake Success, New York) said that the company has acquired Virtual Imaging (Deerfield Beach, Florida), a provider of diagnostic imaging solutions and a medical systems integrator. With more than 100 employees, including a national sales and service organization, Virtual Imaging serves large complex hospital organizations, imaging centers and private physician offices, and is the national distributor of Canon's digital radiography systems.