A Medical Device Daily

Eyecare benefits company VSP (Rancho Cordova, California) reported that it acquired Marchon Eyewear (Melville, New York), a manufacturer of eyewear, for $735 million funded in a combination of cash and debt.

The acquisition received regulatory approval from the California Department of Managed Care and the Connecticut Department of Insurance.

Marchon will become a wholly owned subsidiary of VSP. Al Berg, Marchon president/CEO, and Larry Roth, executive VP, along with the Marchon global team, will continue in their current roles.

Marchon will operate from its Melville headquarters as an independent entity within the VSP organization. Altair Eyewear (Rancho Cordova), another VSP-owned eyewear company, will become a division of Marchon and remain in its Rancho Cordova location.

"Bringing together the world-class products and expertise of Marchon with Altair, VSP's for-profit eyewear company, creates an integrated organization that benefits eyecare professionals and their customers," said Rob Lynch, president/CEO of VSP. "Together we will deliver value by focusing on quality and operational excellence."

Marchon makes and sells branded and proprietary eyewear and sunwear for global brands such as Calvin Klein, Coach, Emilio Pucci, Fendi, Jil Sander, Karl Lagerfeld, Michael Kors, Nautica, Nike, Oscar de la Renta, Sean John and X Games. The company also manufactures its own collections of eyewear, including products such as Airlock and Flexon.

Marchon also offers the North American optical industry practice management and electronic medical records software through OfficeMate Software Solutions. The acquisition merges OfficeMate with VSP's Eyefinity, a web-based eyecare business management partner.

As part of the transaction, VSP also will acquire Marchon's 50% ownership interest in Eye Designs (Collegeville, Pennsylvania/Los Angeles), a leader in the design of custom interiors and merchandising systems for the optical industry.

"Given the rapidly changing eyecare marketplace, this is a win for Marchon, VSP and the optical industry," said Berg. "This merger will help us continue our vision for growth by expanding our products, services and programs to our global customer base."

Beckman Coulter (BC; Fullerton, California) reported that it signed an agreement to buy out its U.S. royalty obligation to Nephromics (Chestnut Hill, Massachusetts), a company focused on women's health. The license, the details of which were not disclosed, is for tests related to the detection, monitoring and risk assessment of preeclampsia, a leading cause of maternal death. In addition, BC obtained rights to acquire the worldwide diagnostics assets of Nephromics.

"Currently, there are no specific in vitro diagnostic tests for preeclampsia, even though the disease threatens the lives of thousands of women and their babies, and places a significant burden on healthcare systems worldwide," said Mike Whelan, vice president of Beckman Coulter's High Sensitivity Testing Business Group. "We expect that, once we complete our development program, these tests will help improve the outcomes of at-risk pregnancies. Our expectations for diagnostic testing related to maternal and fetal well-being leads us to believe that buying out our U.S. royalty obligation will create substantial value for our shareholders."

Beckman Coulter has initiated the clinical trial phase of its test development program. The new tests, expected to be useful as an aid in helping physicians diagnose preeclampsia, are being developed for use on the company's family of UniCel DxI and Access immunoassay systems, as well as UniCel DxCi chemistry-immunoassay work cells. The company plans to begin offering the tests by the end of 2009.

Preeclampsia, often characterized by hypertension and protein in the urine, occurs in up to 10% of all pregnancies in the developed world. During preeclampsia, the child is at risk from reduced placental blood circulation and function. The condition may result in premature birth, low birth weight and respiratory distress syndrome. For the mother, preeclampsia can mean seizures, brain, liver or other organ damage, even death.

According to the World Health Organization (Geneva, Switzerland), in the U.S. alone, preeclampsia is responsible for 18% of all maternal deaths, 80,000 premature births and numerous neonatal complications, and costs more than $7 billion in healthcare costs annually. With early detection, it may be possible to provide treatment to prevent serious complications.

In other dealmking news:

• Memry (Bethel, Connecticut), a company focused on engineering of nitinol-based and polymer-based next generation products for the device industry, reported that it has set Sept. 17 as the date for the special meeting of shareholders to vote on the approval and adoption of the agreement and plan of merger by Memry, SAES Getters (Milan, Italy) and SAES Devices Corp. in which SAES Devices Corp. will be merged into Memry with Memry as the surviving corporation.

In 2007, Memry reported revenues of $51.7 million, a gross margin of $16.6 million, an operating income equal to $1.3 million and net income of $0.3 million. The company has no debt. Headquartered in Connecticut and with two manufacturing facilities in Menlo Park, California, Memry employs about 350.

Memry's medical device products include stent components, catheter components, guidewires, laparoscopic surgical sub-assemblies and orthopedic instruments as well as complex, multi-layer polymer extrusions used for guidewires, catheters, delivery systems and other interventional medical devices.