A Medical Device Daily
Q-Med (Uppsala, Sweden) shareholders have been urged by an independent board committee not to accept an offer made by Ivytan for the acquisition of all shares in Q-Med for SEK 39 a share in cash. The acceptance period of the offer, which was presented in early November, is Dec. 8.
The committee said the offer does not reflect Q-Med's long-term potential. Morgan Stanley also issued an "inadequacy" opinion regarding the offer, the company noted.
"We regard the timing of this offer to be opportunistic with respect to the current state of the financial market," said Pia Rudengren, chairman of Q-Med's board. "Despite the impact of the challenging economic climate on the current business performance, Q-Med remains a strong business. Q-Med has a market leadership position, successful brands and excellent long-term growth prospects as a stand-alone, listed company, which are not reflected in the current offer of SEK 39 per share. Consequently we have concluded that the offer is too low and are recommending Q-Med's shareholders not to accept it."
Q-Med makes medical implants. The majority of its products are based on the company's NASHA technology, for the production of stabilized non-animal hyaluronic acid. The product portfolio includes Restylane for filling lines and folds, contouring and creating volume in the face; Macrolane for body contouring; Durolane for the treatment of osteoarthritis of the hip and knee joints; Deflux for the treatment of vesicoureteral reflux, VUR, (a malformation of the urinary bladder) in children; and Solesta for the treatment of fecal incontinence.
In other dealmaking activity:
• RA Group Holdings (RAGH; Brentwood, Tennessee), the parent company of Renal Advantage (also Brentwood), a provider of dialysis services in the U.S., said it has agreed to acquire National Renal Alliance (NRA; Franklin, Tennessee). Terms of the transaction, which is expected to close by year-end, were not disclosed.
Founded in 2002, NRA owns and operates 45 dialysis facilities in 10 states, primarily in the Midwest and Southeast, and serves more than 2,200 patients. NRA has annualized revenues of about $100 million.
Upon completion of the transaction, RAGH, through its operating companies, will serve roughly 10,500 patients in 136 dialysis centers in 18 states. Laboratory services to its dialysis centers as well as to the renal dialysis industry also are provided through its wholly owned laboratory, RenaLab, in Jackson, Mississippi.
Raymond James & Associates was financial advisor to RAGH with respect to the transaction, and Ropes & Gray was legal advisor. Bass, Berry & Sims was NRA's legal advisor with respect to the transaction.
• ACIST Medical Systems (Eden Prairie, Minnesota), a provider of contrast delivery systems for diagnostic and therapeutic imaging in cardiology and radiology, and Novation (Irving, Texas), a contracting services company serving members of VHA, the University HealthSystem Consortium, and Provista, reported the inclusion of the ACIST CVi contrast delivery system into the companies' previously established product purchasing agreement with E-Z-EM, acquired by ACIST in April.
The addition of the ACIST CVi injection system to the array of ACIST Medical Systems products already carried by Novation, broadens the product offering into both cardiology and radiology creating greater opportunity for institutions to gain purchasing efficiencies from a single technology provider, according to the companies.
The ACIST CVi system is an advanced contrast injector that, in one device, provides a method of contrast injection for all cardiac and vascular angiography procedures, the company said. The ACIST CVi was designed to enable cardiologists to achieve even greater focus on the image and the patient. This automated-monitoring, variable flow-rate injector has demonstrated procedural efficiency, cost savings, and reduction in contrast dosing to the patient, when compared to traditional hand-manifold and power injection methods, according to ACIST.
• Johnson & Johnson (J&J; New Brunswick, New Jersey) said it has begun its cash tender offer to buy all outstanding shares of Omrix Biopharmaceuticals (New York). The company first reported its intent to acquire Omrix earlier this week (Medical Device Daily, Nov. 25, 2008).
Omrix stockholders will receive $25 in cash for each share of Omrix common stock tendered in the offer, less any required withholding taxes. J&J expects Omrix to operate as a standalone company reporting through Ethicon (Somerville, New Jersey), a J&J company.