A Medical Device Daily
Advanced Technology Acquisition (ATA; Ramat Gan, Israel) reported its intent to merge with Bioness (Valencia, California). The company said that the execution of its letter of intent affords it a six-month extension for completion of a business combination, until June 22.
ATAC is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with a technology or technology-related business that has operations or facilities located in Israel, such as R&D, manufacturing or executive offices.
Bioness is a neuromodulation company marketing non-invasive medical devices and developing minimally-invasive implantable products intended to treat disabling conditions caused by various neurological events and conditions (such as stroke and multiple sclerosis), chronic pain and urological syndromes. Bioness’ non-invasive technologies are used for central nervous system disorders and may provide such patients with increased levels of physical independence, productivity and symptom management, the company noted. Its investigational lines of minimally-invasive implantable devices target the peripheral nervous system; they are in various stages of research and design, including clinical trials, and are intended to be smaller, less invasive, less expensive, more site-specific and safer than current implantable devices.
Bioness will commence a tender offer for the purchase of ATAC’s outstanding warrants for four cents per warrant. As a condition to the tender offer, 100% of the outstanding warrants will be tendered and not withdrawn.
Emageon (Birmingham, Alabama) said it has formally demanded a closing of its pending merger with Health Systems Solutions (New York) by today.
“We believe we have an obligation to consummate our merger in an expeditious manner in accordance with the requirements of both parties under the merger agreement,” said CEO Chuck Jett. “We also believe our stockholders, who have resoundingly supported this transaction, desire us to move forward without delay. Health Systems has not agreed to set a closing date, instead making additional due diligence requests. This news was especially surprising given Health Systems’ recent public and private support of the transaction.”
Jett added that there is no due diligence condition in the merger agreement and the time for due diligence ended when the parties signed the agreement.
“Health Systems has also asserted purported breaches of our representations, warranties and covenants under the merger agreement, which we categorically deny and reject as immaterial,” Jett said. “Health Systems is clearly stalling for reasons that are not apparent to us and unrelated to any purported breaches of the merger agreement. We believe we have satisfied our conditions to closing and that it is time for Health Systems to comply with its obligations and close the merger.”
Jett said that if closing does not occur by today, the company intends to pursue its “rights and remedies under the merger agreement.”
Emageon provides information technology systems for hospitals, healthcare networks and imaging facilities.
In other dealmaking news:
• U-Systems (San Jose, California) reported a technology licensing agreement with the Ultrasound Business Unit of Siemens Medical Solutions USA (Mountain View, California). The U-Systems’ somoVIEWer advanced workstation for Automated Breast Ultrasound has been licensed for use with Siemens’ ACUSON S2000 Automated Breast Volume Scanner (ABVS) recently introduced at RSNA 2008. According to the company, this will allow physicians to obtain the comprehensive 3D view of the breast volume which features U-Systems’ “intuitive” anatomical coronal plane not available with conventional ultrasound systems.
• Johnson & Johnson (J&J; New Brunswick, New Jersey) said it has extended its previously reported cash tender offer for all outstanding shares of common stock of Omrix Biopharmaceuticals (New York) until midnight, EDT, on Friday, unless further extended. The offer was originally scheduled to expire at midnight, EDT, on Tuesday.
The depositary for the tender offer has advised J&J that so far about 4,101,234 shares of Omrix common stock were validly tendered and not withdrawn (including roughly 2,000 shares subject to guaranteed delivery procedures), representing about 23.4% of Omrix’s common stock on a fully diluted basis.
Upon closing of the tender offer, stockholders of Omrix will receive $25 in cash for each share of Omrix common stock tendered in the offer, less any required withholding taxes. It is expected that Omrix will operate as a stand-alone entity reporting through Ethicon (Somerville, New Jersey), a J&J company.
• IPC The Hospitalist Company (North Hollywood, California) said it has acquired National Medical Affiliates (Punta Gorda, Florida).
IPC is a national hospitalist physician group practice company focused on the delivery of hospitalist medicine services.