A Medical Device Daily
Acrongenomics (London) reported that its restructured relationship with Molecular Vision (also London), an Imperial College London spin-out company, as first reported in August, has been completed.
As a result, Acrongenomics becomes the largest single shareholder in Molecular Vision, with a roughly 28% ownership. Thus, Acrongenomics acquires a significant stake in the Molecular Vision technology and its current patents.
Until Aug. 19, it had been operating pursuant to a development agreement originally dated May 23, 2006, and amended thereafter, whereby Acrogenomics funded with about $4 million the development of the point-of-care device of Molecular Vision in specific medical diagnostics fields, in return for a license to commercialize and sell that device.
In addition to its shareholding in Molecular Vision, Acrongenomics is entitled to two separate forms of royalties: 1) 5% on indirect license fee sales (i.e., sales from any other company) and 0.5% on direct product sales received by Molecular Vision for products based on Molecular Vision's current suite of patents regarding any and all medical diagnostics; and 2) 3% on indirect license fee sales and 0.3% on direct product sales received by Molecular Vision for products in all other fields of application based on Molecular Vision's current suite of patents.
Acrongenomics is entitled to appoint a director to the board of Molecular Vision and chose Dr. Emmanuel (Manos) Topoglidis as its representative. Topoglidis, a graduate of Imperial College London, is the CTO at Acrogenomics as well as a member of the company's board of directors and scientific advisory board.
Acrongenomics focuses on investing in and commercializing novel technology platforms concerning the life sciences sector.
Molecular Vision develops low-cost diagnostic devices for use in in-office surgery and in the home.
In other dealmaking news,
• Invitrogen (Carlsbad, California) and Applied Biosystems (AB; Norwalk, Connecticut) reported the preliminary results of elections made by AB stockholders regarding their preferences as to the form of merger consideration they will receive in the pending $6.7 billion acquisition of AB by Invitrogen (Medical Device Daily, June 13, 2008). The election deadline for AB stockholders to have made merger consideration elections in connection with the proposed merger was 5 p.m. EST on Wednesday.
Of the 172,504,949 shares of AB common stock outstanding as of Nov. 19, holders of 144,161,857 shares, or about 84% of outstanding shares, elected to receive cash; 4,465,325 shares, or about 2% of outstanding shares, elected to receive Invitrogen common stock; 12,300,710 shares, or about 7%, elected to receive mixed consideration consisting of part cash and part Invitrogen common stock; and 11,577,057 shares, or about 7%, did not make a valid election and therefore will be deemed to have elected to receive mixed consideration, entitling them to receive consideration consisting of part cash and part Invitrogen common stock.
Invitrogen provides technologies for disease research, drug discovery and commercial bioproduction.
AB is a developer of instrument-based systems, consumables, software, and services for academic research, the life science industry and commercial markets.
• Amerigroup (Virginia, Beach, Virginia) reported that it plans to purchase certain assets from Centene (St. Louis), principally the right to provide managed care services to Centene's Medicaid members in New Jersey.
In a related transaction, Amerigroup said it plans to sell certain assets to Centene, principally the right to provide managed care services to Amerigroup's Medicaid members in South Carolina.
At the end of 3Q08, Amerigroup Community Care of South Carolina served 9,000 members in South Carolina and Centene served 54,900 members in New Jersey through its wholly-owned subsidiary, University Health Plans.
The transactions are subject to separate approvals by regulatory authorities in the two states.