A Medical Device Daily

Escalon Medical (Wayne, Pennsylvania) reported that it has completed the previously disclosed acquisition of the hematology business of Biocode Hycel, the French subsidiary of Immunodiagnostic Systems (Fountain Hills, Arizona), a provider of in vitro diagnostic products.

The acquired hematology business will continue to operate under the name Biocode Hycel and has operations near Rennes, France. The acquired hematology business had 2008 annual revenues of about €4.2 million ($5.8 million). The business will be vertically integrated into Escalon's clinical diagnostics business and its growing portfolio of brands, which also includes Drew Scientific (Wayne) and JAS Diagnostics (Miami).

The purchase price for the acquisition was €$4.2 million, of which €25,000 was paid up-front, with the balance paid in scheduled installments over the next four years.

"This acquisition of hematology assets from Biocode Hycel is a natural extension of Drew's business model and provides an immediate and significant presence in the French diagnostic market," said Richard DePiano Jr. president of Escalon. "Furthermore, the addition of proprietary hematology equipment, technology, and reagent formulas strategically broadens Drew's well-recognized product offering and enhances our strategy to leverage cross-selling and revenue growth opportunities."

Escalon develops ophthalmic diagnostic, surgical and pharmaceutical products as well as vascular access devices.

Bio-Imaging Technologies (Newtown, Massachusetts) reported the sale of its CapMed (Newtown) division to Metavante Technologies (Milwaukee).

Metavante will pay Bio-Imaging $500,000 in cash plus an earn-out over a two-year period. Additional terms of the agreement will be disclosed on a Form 8-K to be filed shortly.

Mark Weinstein, president/CEO of Bio-Imaging said, "With the sale of CapMed, we can now focus all of our efforts on Bio-Imaging's core business of providing clinical trial services, including medical image management and eClinical data services to support the product development process for the pharmaceutical, biotechnology and medical device companies.

Weinstein said that while his company believes CapMed's business of providing consumer centric interoperable personal health management solutions will be an integral component in the evolving healthcare system, "we believe that it is beneficial for all parties that CapMed will be a part of an organization that is more closely aligned with healthcare information and payment processing for consumers."

For the fourth quarter and full year 2008, Bio-Imaging said it expects to incur a one-time charge of $2.5 million to $2.7 million, primarily due to a non-cash impairment charge related to the write-down of assets of the CapMed division. The one-time charge, net of taxes, is expected to reduce reported earnings per share for the fourth quarter and full year 2008 by about 10 cents to 12 cents a share.

Bio-Imaging is a healthcare contract service organization providing services that support the product development process of the pharmaceutical, biotechnology and medical device industries.

In other dealmaking news:

• Johnson & Johnson (New Brunswick, New Jersey) reported that it has extended its previously disclosed cash tender offer for all outstanding shares of common stock of Mentor (Santa Barbara, California) until 5 p.m. (EDT) on Jan. 16, unless further extended. The tender offer was originally scheduled to expire at midnight on Jan. 12. All other terms and conditions of the tender offer remain unchanged.

The company first disclosed its plans to acquire Mentor for $1.07 billion last month (Medical Device Daily, Dec. 15, 2008).

The condition of the tender offer relating to the Hart-Scott-Rodino Antitrust Improvements Act has been satisfied. Other regulatory clearances required for the closing of the tender offer remain pending and J&J said it anticipates receipt of those clearances on or prior to Jan. 15. Accordingly, it has extended the tender offer to reflect this timetable.

The depositary for the tender offer has advised J&J that a total of 609,983 shares of Mentor common stock were validly tendered and not withdrawn (none of which are subject to guaranteed delivery procedures), representing about 1.8% of Mentor's outstanding common stock.

Upon the successful closing of the tender offer, shareholders of Mentor will receive $31 in cash for each share of Mentor common stock tendered.

Following the completion of the acquisition, it is expected that Mentor will operate as a stand-alone business unit reporting through Ethicon (Somerville, New Jersey).

• Getinge (Stockholm, Sweden) reported that it will extend its previously disclosed $53 per share cash tender offer for all of the outstanding shares of Datascope (Montvale, New Jersey) until midnight EDT on Jan. 13, and at such time may be extended. All other terms and conditions of the offer remain unchanged.

As of the close of business on Jan. 6, about 14,770,365 shares of Datascope common stock, representing about 93% of the total outstanding shares, had been tendered and not withdrawn in the offer.

Getinge agreed in September to acquire Datascope for $865 million cash (MDD, Sept. 17, 2008).