A Medical Device Daily

Eclipsys (Atlanta) and Premise (Farmington, Connecticut) reported the signing of a definitive agreement for Eclipsys to acquire all of the outstanding equity interests of Premise, a privately held developer in patient flow software solutions.

The agreement among Eclipsys, an acquisition subsidiary of Eclipsys, Premise, and certain stockholders of Premise, dated Dec. 30, provides for a purchase price of $38.5 million cash, subject to certain holdback escrow provisions and working capital adjustments. The transaction has been approved by the boards of Eclipsys and Premise and is expected to close within next 15 days, subject to satisfaction of customary closing conditions.

Premise is a provider of integrated and clinically focused software solutions and services that optimize patient flow, streamline communications, enhance operational efficiency, and empower knowledge-based decision-making.

Eclipsys is a provider of advanced integrated clinical, revenue cycle and business process improvement software, clinical content and professional services that help healthcare organizations improve clinical, financial and operational outcomes.

Nektar Therapeutics (San Carlos, California) said it has closed the divestiture of specific Nektar pulmonary delivery assets, technology and intellectual property to Novartis (Basel, Switzerland) for $115 million in cash.

The transaction was completed on Dec. 31.

With the closing, Novartis assumes ownership of certain dry powder and liquid pulmonary formulation and manufacturing assets, including capital equipment and manufacturing facility lease obligations. The sale also transferred to Novartis about 140 Nektar personnel, as well as certain intellectual property and manufacturing methods, including manufacturing and royalty rights to Novartis' Tobramycin inhalation powder (TIP) program.

Nektar continues to own its Bayer HealthCare-partnered program NKTR-061 (Amikacin Inhale) and royalties from the Ciprofloxacin inhaled powder program (CIP), also partnered with Bayer HealthCare. It also retains its NKTR-063 (inhaled vancomycin) program, as well as all intellectual property specific to inhaled insulin.

In other dealmaking activity:

• PureSafety (Nashville, Tennessee) a provider of online safety training and risk management software solutions reported the acquisition of Unique Software Solutions (Colorado Springs, Colorado), developer of Occupational Health Manager (OHM).

Launched in 1986, OHM was among the first multi-module software suites designed to help environmental, health and safety (EHS) professionals streamline workflow, information management and reporting. OHM has a customer base of over 2,700 active installations, including numerous Fortune 500 companies.

"OHM founders Michael and Valerie Hunter truly pioneered the all-in-one approach to EHS software solutions," said Bill Grana, president/CEO of PureSafety. "From very early in our company's development, we have been driven by a similar vision to build the industry's most comprehensive suite of powerful, easy-to-use training, safety, medical, and risk management software solutions. Adding OHM to our existing software suite creates a total solution that is unmatched in the industry."

• Moog (East Aurora, New York) reported that it has acquired 100% of the stock of AITECS Medical UAB (Lithuania), a maker of syringe-style infusion therapy pumps, for €15 million ($21 million), paid in cash.

Founded in 1993, AITECS has a product portfolio that includes pumps for general hospital use, operating rooms and patient controlled analgesia.

The acquisition complements Moog's current medical devices product line. "This acquisition is a great fit while broadening our product offering and geographic presence in the infusion therapy market," said Martin Berardi, president of Moog's Medical Devices Group of Moog.

Sales for AITECS will be nearly €4 million ($6 million) for the balance of Moog's fiscal year 2009. This acquisition is expected to be neutral to Moog's earnings per share for the year ending October 3, 2009 due to first year purchase accounting adjustments.

Moog is a worldwide designer, manufacturer and integrator of precision control components and systems.

• Johnson & Johnson (J&J; New Brunswick; New Jersey) reported the completion of its previously announced acquisition of Omrix Biopharmaceuticals (New York) a biopharmaceutical company that develops and markets biosurgical and immunotherapy products. Omrix will operate as a stand-alone entity reporting through Ethicon (Somerville, New Jersey), a J&J company.

• Nuance Communications (Burlington, Massachusetts) reported that it has extended its previously reported offer to purchase all of the outstanding common shares of Zi (Calgary, Alberta) for US$0.40 a share in cash on Jan. 16, unless withdrawn or further extended by Nuance.

The tender offer, which previously was scheduled to expire on Jan. 2, has been extended past the holiday season to allow Zi shareholders additional time to consider the offer and tender their shares. All other terms and conditions of the tender offer described in the offer to purchase and accompanying circular dated Nov. 26 and amended on Dec. 3 remain unchanged.

Nuance's US$0.40 per share cash offer represents a 25% premium over the closing price of Zi common shares on Nasdaq on Aug. 13, the last trading day prior to the public disclosure of Nuance's initial proposal to Zi's board of directors. The offer will be financed though cash on hand.

As of the close of business on Dec. 30, 245,072 shares of Zi common shares were validly tendered and not withdrawn pursuant to the tender offer.

• Sorin Group (Milan, Italy) reported that it has completed the divestiture of its Renal Care Business to an investment consortium led by Argos Soditic (Geneva, Switzerland), an independent private equity firm, and MPS Venture SGR (Paris) on behalf of the closed-end fund Emilia Venture.

The new owners have purchased the entire Sorin renal care business worldwide, under the brands Bellco and Laboratoire Soludia, recognized leaders in innovative therapies for the treatment of acute and chronic dialysis patients.

The transaction completes Sorin's program of strategic divestitures, and follows the sale of its endovascular business to Datascope in June, and the sale of the coronary stent business to IP Investimenti e Partecipazioni on Dec. 1.

As a consequence of the divestiture, Sorin Group will deconsolidate retroactively as of Jan. 1, 2008, the results of the divested business activities line by line. These results will be recognized as earnings from discontinued operations.

The consolidated estimated loss on disposal of assets associated with the divestiture will be nearly $26 million, including a $1 million restructuring charge for realignment expenses associated with the divestiture.

• Healthaxis (Irving, Texas) and BPO Management Services (Anaheim, California), a business process outsourcing company focused on serving middle-market enterprises, jointly reported that their respective stockholders have voted to approve the previously announced merger in which BPOMS will acquire Healthaxis, and the merger has been consummated.

As a result of the transaction, the combined company is projected to have an annual revenue run rate of roughly $50 million, including significant recurring revenue from multi-year contracts. The company has more than 400 customers and some 350 employees, with operations in the U.S., Canada, Jamaica, India and Russia.

It is expected that the combined company will benefit from a number of synergies that will be realized shortly following the closing of the transaction, including the elimination of redundant corporate level expenses.

• Amerigroup (Virginia Beach, Virginia) reported that it has terminated its agreement to purchase certain assets of University Health Plan, a wholly-owned subsidiary of Centene (St. Louis), related to its New Jersey Medicaid line of business. Amergroup exercised its right of termination as a result of certain events that occurred following execution of the agreement.

This termination has no effect on Amerigroup's previously reported a transaction to sell the assets of its South Carolina health plan to Centene. That transaction is subject to various closing conditions, including regulatory approval.