A Medical Device Daily
Life Sciences Research (LSR; East Millstone, New Jersey) reported that CEO/chairman Andrew Baker has made a non-binding proposal to acquire all of the outstanding shares of LSR for $7.50 a share. The company's common stock closed at $4.79 a share Tuesday.
The proposal is conditioned upon satisfactory completion of due diligence, negotiation of definitive transaction documents, receipt of the requisite financing commitments and receipt of necessary board approval, LSR noted.
According to the company, Baker indicates in his proposal letter that he has begun exploring potential financing sources and that while he is confident that he will be able to secure the requisite financing for the proposal, there can be no assurance of success.
The board of LSR has established a special committee of independent directors to act on behalf of LSR with respect to consideration of the proposal and other strategic alternatives. The special committee has the authority to engage its own legal, financial and other advisors.
LSR noted that the process of considering the proposal is only in its beginning stages and consequently no decisions have been made by the special committee of the board in respect of LSR's response, if any, to the proposal. Shareholders are not being asked to take any action with respect to the proposal. There can be no assurance that the proposed transaction or any other transaction will be approved or completed, the company said.
LSR is a global contract research organization providing product development services to the pharmaceutical, agrochemical and biotechnology industries.
In other dealmaking activity:
• Nanogen (San Diego), developer of molecular and rapid diagnostic products, said it has signed an end-user license agreement (EULA) with Quest Diagnostics (Madison, New Jersey) for use of the company's MGB Probe technology in human in vitro diagnostic testing. According to the agreement, Quest will have rights to use and sell products and services incorporating the MGB Probe technology. Terms of the EULA include an upfront fee and royalties paid on tests sold using the licensed technology.
"We're proud that Quest Diagnostics, the world's leader in diagnostic testing, is using our proprietary minor groove binder (MGB) technology and incorporating it into some of their laboratory developed molecular tests," said Merl Hoekstra, Nanogen's VP of corporate and business development. "We're proud of the growing reputation and the expanding base of licensed end users of our technology."
Nanogen's MGB Probe technology is broadly licensed in the research and clinical fields and accounts for a majority of the company's revenue.
Nanogen's products include molecular diagnostic kits and reagents, and kits for rapid point-of-care testing.
• Small Bone Innovations (SBi; New York), a provider of products for the small bone & joint (SB&J) segments of the orthopedics industry, reported that it has entered into an amended licensing agreement with Artimplant (V stra Fr lunda, Sweden) to develop resurfacing and interposition applications in the fingers, hand and wrist domain based on the Artelon technology.
SBi intends to build on its existing line of six Artelon spacers, including four FDA-cleared products for arthritic thumb repair and two European Union CE mark products.
SBi said it also recently signed an exclusive license agreement with CF&M Sarl, a French business, to market, distribute and sell the Humelock Trauma Shoulder implant worldwide.
The Humelock shoulder consists of an anatomical head and intra-medullary interlocked stem, or nail solution. It is designed for use in complex shoulder reconstruction procedures in patients with stage 3 or 4 fragments in the proximal humerus – a common occurrence in severely injured shoulders.
According to SBi, modifications are underway to enable the Humelock shoulder to address additional indications in the trauma shoulder market. The shoulder may also be suitable for treating cases of failure of an existing shoulder prosthesis where a stem or other locking mechanism may be needed, the company said. The prosthesis has been implanted in 50 patients at centers in France and Monaco.
The device currently has an enveloppe soleau (comparable to an "applied for patent" in the U.S.). It is not yet available in the U.S.
SBi was founded in 2004 by Viscogliosi Brothers, a New York-based merchant banking firm that specializes in the musculoskeletal/orthopedic sector.
• Orthofix (Boston) reported that it is offering opposition to one of its shareholder's moves to "shake up the company."
According to Orthofix, Ramius (New York), an investment management firm with a 5% stake in the company, has called for the sale of the company's subsidiary Blackstone Medical (Springfield, Massachusetts). Orthofix says it bought the maker of spinal implant and instrument products for $333 million in 2006. Ramius also wants to get control of four of the 10 seats on the company's board, Orthofix noted.
Orthofix said it sent a letter to shareholders, voicing opposition to this, and urging them to vote against Ramius at a special meeting of the shareholders slated for April 2. In the letter, the management stated that, "Ramius is an opportunistic, activist hedge fund that has engaged in numerous proxy contests over the past several years." It also has proposed a slate of "inexperienced and problematic directors."