A Medical Device Daily
Sequenom (San Diego) reported that it has commenced an exchange offer to acquire all of the outstanding shares of common stock of Exact Sciences (Marlborough, Massachusetts) in an all-stock exchange valued at about $41 million.
Subject to the terms and conditions of the offer, each share of Exact Sciences is exchangeable for $1.50 in Sequenom common stock, subject to a 15% collar that fixes the exchange ratio if the price of Sequenom common stock used to establish the exchange ratio is more than $28.06 per share or is less than $20.74 per share.
Earlier this month Exact said it was actively pursuing a strategic alternative that its board believes can provide a greater value to Exact and its shareholders than the Sequenom proposal (Medical Device Daily, Jan. 14, 2009).
"We continue to believe that this proposed business combination is compelling from a number of perspectives. We remain hopeful that Exact Sciences' board will ultimately recognize the value inherent in a combination of the two companies and work directly with us to complete a transaction," said Harry Stylli, PhD, president/CEO of Sequenom. "While we remain excited about the potential for the combination of the two companies in the diagnostic marketplace, we must reiterate that in the event Exact Sciences enters into any outlicensing agreement, collaboration or financial restructuring, we will terminate our exchange offer."
The exchange offer is subject to customary conditions, including a minimum tender of at least 75% of Exact Sciences' outstanding shares and certain negative covenants that enable Sequenom to terminate the exchange offer.
This exchange offer is scheduled to expire at 5 pm, EDT, on March 24 unless extended.
Sequenom is a maker of genetic analysis products that translate the results of genomic science into solutions for noninvasive prenatal diagnostics, biomedical research, translational research and molecular medicine applications. The company's MassARRAY system is a nucleic acid analysis platform that measures genetic target material and variations.
In other dealmaking news:
• Advanced Medical Optics (AMO; Santa Ana, California) reported that it has commenced a cash tender offer for its outstanding 7-1/2% senior subordinated notes due 2017 and a related consent solicitation to amend the indenture governing the notes. The tender offer and the consent solicitation are being made in connection with Abbott Laboratories' (Abbott Park, Illinois) bid to acquire AMO for $2.8 billion in cash, including debt (MDD, Jan. 13, 2009). Abbott commenced its tender offer for all AMO shares on Wednesday (MDD, Jan. 27, 2009).
The AMO tender offer will expire at midnight EST on Feb. 24, unless extended or earlier terminated. In order to be eligible to receive the total consideration for tendered notes, holders must validly tender and not validly withdraw their notes by the close of business on Feb. 9, unless extended or earlier terminated.
The tender offer and the consent solicitation are conditional upon the completion of the tender offer by Abbott, for the outstanding common stock of AMO.
The total consideration to be paid for notes will be equal to $1,120 for each $1,000 in principal amount of notes, plus accrued and unpaid interest on such principal amount of notes to, but not including, the settlement date.
The total consideration set forth above includes a consent payment of $30 for each $1,000 in principal amount of the notes to holders who validly tender and do not validly withdraw their notes at or prior to the consent deadline.
AMO is comprised of three segments: cataract surgery, laser vision correction (LASIK), and eye care products.
• Acacia Research Corp. (Newport Beach, California) reported that its Hospital Systems subsidiary has entered into a license agreement with Intelerad Medical Systems (Montreal, Quebec) covering a portfolio of patents that apply to picture archiving and communication system (PACS) technology. This agreement resolves the parties' dispute that was pending in the District Court for the Eastern District of Texas.
Acacia's subsidiaries develop, acquire, and license patented technologies.
• Home health nursing company Amedisys (Baton Rouge, Colorado) signed an agreement to purchase three home health agencies and one hospice agency from the White River Health System (Batesville, Arkansas).
The company said the acquisition will expand its coverage to seven new counties in Arkansas, a Permit of Approval state. The agencies had revenue for their fiscal year ended Sept. 30, 2008, of about $2.9 million, but are not expected to add materially to Amedisys earnings in 2009.