A Diagnostics & Imaging Week
Inverness Medical Innovations (Waltham, Massachusetts) reported that it has entered into a definitive agreement with ACON Laboratories to acquire the remainder of that company's worldwide rapid diagnostics business that it does not already own for about $200 million.
Inverness originally acquired ACON's rapid diagnostics business for the U.S., Canada, Europe (excluding Russia, the former Soviet Republics that are not part of the European Union and Turkey), Australia, Israel, Japan and New Zealand in February 2006 as part of a patent dispute settlement for $175 million. As part of that transaction, Inverness agreed, in the event that certain financial performance and operating conditions were satisfied, to buy ACON's rapid diagnostics business for the remainder of the world. This "Second Territory" includes China, Asia Pacific, Latin America, South America, the Middle East, Africa, India, Pakistan, Russia and Eastern Europe.
ACON will retain its other worldwide in vitro diagnostics businesses including diabetes, clinical chemistry and immunoassay products.
The acquired business includes tests sold within Inverness' focus areas of infectious disease, cardiology, drugs of abuse and women's health.
The acquisition is expected to close on or about April 30 and is subject to customary closing conditions.
Inverness said it expects to self-finance the transaction from cash on hand and its ongoing cash flows, and has the ability to pay a portion (up to about 34%) of the purchase price in shares of Inverness common stock. The purchase price will be paid in a series of payments, the first to occur at closing and the last to occur in October 2011.
ACON's 2008 revenues for the business to be acquired were about $45 million.
In other dealmaking news:
• Solos Endoscopy (Boston) has signed an agreement to sell the Ovascope and Mastascope product line to Lifeline Biotechnologies (Reno, Nevada) for a combination of stock, assumption of debt and other consideration. Solos originally purchased the products from Lifeline Biotechnologies in 2007.
Lifeline has agreed to assume a convertible debt from Solos, which will result in less dilution for its shareholders. In addition, the sale of the Ovascope and Mastascope will allow Solos to use its resources to support its expanding core business. Solos is currently in negotiations with Lifeline regarding distribution rights to these products once they are finally ready for the market.
Solos said it will continue to focus its efforts in the area of women's healthcare by concentrating on its Mammoview product line, which is currently sold to hospitals nationwide.
"Although we feel that there is great potential in the Mastascope and Ovascope technology, due to the current state of the economy, our resources will be better utilized in strengthening our current product lines to an expanding customer base," said Bob Segersten, president of Solos.
Solos develops medical devices and procedural techniques for the screening, diagnosis, treatment and management of medical conditions.
• InSight Health Services Holdings (Lake Forest, California) reported that, through a subsidiary, it had signed a definitive agreement to acquire two imaging centers in the Boston-metropolitan area from subsidiaries of Medical Resources (Bloomfield, New Jersey) for about $8.1 million in cash. The two centers generate about $5.6 million in annual revenues. One center is exclusively MRI while the other is a multi-modality facility. The acquisition is expected to close in April 2009.
• Navigenics (Foster City, California), a personal genomics testing company, reported the acquisition of the Affymetrix Clinical Services Laboratory (West Sacramento, California), a CLIA-certified testing facility that provides molecular genome scanning using the Affymetrix GeneChip microarray platform. With the purchase of this testing facility, Navigenics said it can now offer fully integrated genome screening and analysis under one roof.
"Acquiring our own clinical laboratory gives Navigenics the flexibility and capacity to better respond to the growing demand for our genome testing services," said Navigenics chief medical officer Vance Vanier, MD.
The company said the move to acquire in-house screening capabilities was driven in large part by a growing interest in Navigenics' genome testing services, through increased online sales to consumers and physicians as well as expanding enrollment in clinical study programs with partners such as Scripps Translational Science Institute and MDVIP.
The newly renamed Navigenics Laboratory currently provides DNA scanning for a number of other Affymetrix customers as well as Navigenics' genome testing services. With the transition in management from Affymetrix to Navigenics following this asset purchase, many of these clients have continued to be supported by the lab. Likewise, many of the lab personnel have become employees of Navigenics.
• Karl Storz Endoscopy-America (El Segundo, California) a developer of advanced endoscopy technologies and operating room integration solutions, reported that it has acquired Global Care Quest (GCQ; Aliso Viejo, California) for an undisclosed amount. The company will be a new business unit of Karl Storz.
Founded in 2005, GCQ is the developer of ICIS (Integrated Clinical Information System), which performs real-time integration and delivery of disparate forms of digital medical information.