A Medical Device Daily
Signalife (Los Angeles) reported that it has received board approval to proceed with its previously disclosed merger with Heart One Global Research (London), and that a specially-formed committee has been appointed to proceed with due diligence and other matters incident to completion of the transaction (Medical Device Daily, July 8, 2008).
As presently contemplated, a new parent company will be established by Signalife which will simultaneously acquire the businesses of Heart One and Signalife pursuant to concurrent mergers and exchange of shares. It is anticipated that the respective businesses of Signalife and Heart One will be operated in two separate wholly-owned subsidiaries, with the subsidiary holding Signalife's current business to be managed by Signalife's current management team, and the subsidiary holding Heart One's current business to be managed by Heart One's current management team.
Under the merger agreement, all shareholders of both companies must physically deliver their share certificates to an independent third party tabulator. After the merger is effected, Signalife shareholders will own 94% of the surviving company.
Signalife said it will be announcing certain distribution and financing transactions in the upcoming weeks.
Signalife is a life sciences company focused on the monitoring, detection and prevention of disease through continuous biomedical signal monitoring. Signalife uses its signal technology to design and develop devices, therapies and/or technologies that simplify and reduce the costs of cardiovascular disease.
Heart One is the holding company for a number of assets, including various heart management and distribution arms worldwide.
In other dealmaking news:
TheraGenetics (London), a personalized medicine diagnostics company that is developing and commercializing a portfolio of pharmacogenetic diagnostic tests to guide and improve the treatment of central nervous system (CNS) disorders, said it has completed an agreement with the Centre for Addiction and Mental Health (CAMH; Toronto) to license intellectual property related to methods and kits for determining the susceptibility of a patient to certain side-effects of anti-depressants.
TheraGenetics said its strategic expansion into the area of depression underscores the company's commitment to licensing new technologies to build a foundation for future diagnostic tests for the most common CNS conditions.
"Since our inception in April 2006, we have made tremendous progress in our efforts to link genes to specific CNS disorders and use this information to predict patient response to treatment as well as drug side effects," said Richard Kivel, CEO of TheraGenetics. "The intellectual property we licensed from CAMH further augments our capabilities to innovate pharmacogenetic diagnostics tests in a broad range of disorders, including schizophrenia, depression, bipolar disorder, Alzheimer's disease and ADHD."