A Medical Device Daily

Abbott Laboratories (Abbott Park, Illinois) said it will begin today its cash tender offer for all outstanding shares of common stock of Advanced Medical Optics (AMO; Santa Ana, California) for $22 per share.

Abbott reported its intent to acquire AMO earlier this month for $2.8 billion in cash, including debt (Medical Device Daily, Jan. 13, 2009).

Consummation of the tender offer is conditioned on the tender of a majority of the outstanding shares of AMO's common stock on a fully diluted basis, as well as receipt of antitrust clearances and other conditions that will be specified in the offer documents. Following completion of the tender offer and, if required, receipt of stockholder approval, Abbott said it expects to consummate a merger in which remaining AMO stockholders will receive the same per-share cash price as paid in the tender offer.

As part of the transaction, Abbott has entered into tender and support agreements with ValueAct Capital Master Fund, ValueAct Capital Master Fund III, G. Mason Morfit and James V. Mazzo, according to which those stockholders have committed to accept the tender offer and to tender all AMO shares owned by them, representing about 12.5% of AMO's outstanding shares on a fully diluted basis.

AMO is comprised of three segments: cataract surgery, laser vision correction (LASIK), and eye care products.

The boards of both companies have already approved the deal and the companies expect the transaction to close this quarter.

Neovasc (Vancouver, British Columbia), a new specialty vascular device company, reported that it has entered into a distribution agreement with LeMaitre Vascular (Burlington, Massachusetts) for Neovasc's biological vascular strip for use in vascular surgery procedures. Under the terms of the seven-year agreement, LeMaitre has exclusive rights to market and sell certain sizes of Neovasc's tissue patch products used for vascular surgery in the U.S. and Europe.

Financial details of the agreement were not disclosed.

Alexei Marko, CEO of Neovasc, said that LeMaitre has "a well-earned reputation among vascular surgeons for technical innovation and strong sales and customer support, and we are delighted that they will be distributing our vascular strip products.

He said that the characteristics of Neovasc's tissues products "make them appropriate for a number of vascular applications, including carotid endarterectomy, which should complement LeMaitre Vascular's gold-standard Pruitt-Inahara Carotid Shunt line."

The Neovasc biologic vascular strip is derived from bovine pericardial tissue, a biocompatible material that has been shown to have exceptional strength and handling characteristics, allowing surgeons the flexibility to implant with ease, Neovasc said. The material has a 20-year safety record of use in cardiac indications and is well-suited for use in carotid endarterectomy as well as other precision vascular applications, according to the company.

LeMaitre has the option to purchase the biologic vascular strip product technology from Neovasc after five years. Its use of the technology after the acquisition would be limited to the manufacture of strips for use in vascular procedures, and Neovasc would retain the rights to all other applications of the technology.

LeMaitre Vascular is a provider of devices for the treatment of peripheral vascular disease. The company develops disposable and implantable vascular devices used in vascular surgery.

Neovasc was formed last July when Medical Ventures, a Canadian public company specializing in vascular and surgical devices, acquired Neovasc Medical and B-Balloon, two product development firms based in Israel (MDD, July 3, 2008).

In other dealmaking news:

• Endocare (Irvine, California), a company focused on the development of minimally invasive technologies for tissue and tumor ablation, said it has filed a registration statement on Form S-4 with the Securities and Exchange Commission (SEC) in connection with its proposed merger with Galil Medical (Yokneam, Israel) (MDD, Nov. 14, 2008).

When declared effective by the SEC, the final proxy statement/prospectus included in the Form S-4 will be mailed to Galil shareholders and Endocare stockholders prior to a stockholder meeting to vote on the merger and other matters.

Endocare said it expects the merger to close sometime between the end of 1Q09 and the end of 2Q09.

The combined company will be focused on the promotion and development of minimally invasive cryoablation systems for freezing and destroying cancerous tumors.

• iMDs (Logan, Utah) reported that it has acquired Cencast (Molalla, Oregon), a company providing precision metal casting solutions to the medical device industry. The value of the purchase was not disclosed.

IMDs said the acquisition further positions it as a premier outsourcing partner for medical device OEMs.

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