A Medical Device Daily
CET Services (Centennial, Colorado) that it has completed its acquisition of BioMedical Technology Solutions (BMTS; Englewood, Colorado). The transaction was structured as a reverse triangular merger.
In the transaction, the CET acquired 100% of the issued and outstanding shares of BMTS common stock in exchange for 78,033,189 shares of CET common stock which represents 93.3% of the outstanding stock. BMTS also received warrants to purchase an additional 10,122,972 shares of common stock.
Upon completion of the merger, the shares issued to the BMTS shareholders and warrant holders represents, in the aggregate, 94% of the total issued and outstanding shares of common stock of the CET on a fully-diluted basis. The transaction resulted in a change in control of CET.
As part of the closing, the CET completed a redomestication from California to Colorado. The redomestication was accomplished by the merger of CET with and into a newly-formed holding company, BMTS which was formed and organized under the laws of the State of Colorado. As a consequence of the merger, BMTS Holdings, as the surviving entity, will serve as the public holding company for BMTS.
BMTS Holdings effectively increased the authorized capital stock of the company to consist of 100 million shares of common stock, $.001 par value, and 10 million shares of preferred stock, $.001 par value. The increase in authorized capital stock was required in order to issue the shares of common stock to the BMTS shareholders in the merger.
Also as part of the transaction, the company has approved a 1-for-3 reverse split of its outstanding securities. The effective date of the reverse split will be determined by Nasadaq. As a result of the name change and reverse split, the company's ticker symbol on the OTC Electronic Bulletin Board will be changed, as determined by Nasdaq.
BMTS sells and leases devices that convert infectious biomedical waste into non-biohazardous material using the patented Demolizer technology which it owns. BMTS's products provide biomedical waste treatment solutions for medical, dental and veterinary offices, nursing homes, assisted living facilities, and other health care facilities.
In other dealmaking news:
• National Surgical Care (NSC; Dallas), an outpatient provider of multi-specialty services, reported the acquisition of two additional ambulatory surgery centers. Terms of the transactions were not disclosed.
The acquisitions involve two multi-specialty facilities, Kenwood Surgery Center (Cincinnati) and Ardmore Regional Surgery Center (Ardmore, Oklahoma). Combined, the centers have six operating rooms, one procedure room, and are operated with 23 physician partners. Surgical specialties emphasized at the centers include orthopedics, ear/nose/throat, pain management, gynecology, and general surgery.
• Fourteen physicians who have been part of Commonwealth Medical Group have said that they plan to join Aurora Health Care (Milwaukee, Wisconsin).
Scott Fenske, MD, medical director of Commonwealth, noted that he and the other physicians have long worked with Aurora and refer most of their patients to Aurora hospitals.
"The resources and expertise available through Aurora is what we want for our patients," Fenske said. "Aurora is a fully integrated healthcare provider unlike any other organization in Wisconsin. Working as part of Aurora, we will be able to better coordinate patient care across a broad range of excellent services."
Fenske said that he and his colleagues were committed to provide the best quality care, and that Aurora's achievements in clinical quality improvement were a significant factor in the physicians' decision.
In June, the Centers for Medicare & Medicaid Services released the results of the third and final year of a groundbreaking pay-for-performance quality demonstration project, showing Aurora Health Care to be the top-performing health system in the nation. Aurora's hospitals were top performers in 40 of the 47 quality areas measured, the most of any system.
The 14 physicians serve patients from clinics in Milwaukee, Greenfield, Franklin, Hales Corners and New Berlin.
• HealthCare REIT (Toledo, Ohio) and Dana Holding Corp. (also Toledo) reported that the companies have reached a contingent agreement for Dana to sell its corporate headquarters building and grounds to HealthCare REIT for an undisclosed sum. The sale agreement, which is contingent on the support of state and local authorities, is anticipated to close by Oct. 1.
If the purchase is completed, HealthCare REIT would plan to remain in Toledo and relocate its corporate headquarters staff to the Dorr Street campus. Dana expects to relocate its corporate headquarters staff to its existing Automotive Systems Technology Center located about eight miles away in the Toledo suburb of Maumee.
Under terms of the sale agreement, Dana would vacate its facility located at 4500 Dorr Street by September 2009. HealthCare REIT plans to transfer its headquarters workforce from its current location in One SeaGate to Dorr Street. HealthCare REIT employs about 200 nationwide, including over 70 at its corporate headquarters.
HealthCare REIT said its decision as to whether it will relocate is contingent upon obtaining various types of assistance from state and local government units.