A Medical Device Daily

Signalife (Los Angeles) and Heart One Global Research (London) have agreed to merge. Heart One Global Research and its affiliates and subsidiaries have agreed to pay Signalife a $10 million break-up fee if the deal fails to close for any reason other than an act of Signalife.

The companies said they would report certain distribution and financing transactions in the next couple of days. The transactions are subject to board approval, and could be subject to shareholder approval if a merger is consummated, the companies said.

"This merger is one that involves a company, and a business approach, that the Signalife board has been looking at for some time," said Rowland Perkins, CEO of Signalife. "We are lucky to acquire this asset on these terms, and the team at Heart One Global Research will be a welcome addition — both financially and intellectually — to the company. This opportunity allows Signalife to merge its gold standard' ECG technologies with a cutting-edge data storage, recall and management system that will allow doctors, practitioners and patients complete medical history based around their heart history that is the core of everyone's health picture. To do this on a worldwide basis with the assets Heart One brought to the table was something that we simply could not pass up."

All shareholders of Heart One Global Research must physically deliver their share certificates to an independent third-party tabulator, the companies said. Concurrently, all shareholders of Signalife must deliver their share certificates to the same independent party. Upon receipt of all share certificates, the surviving company a subsidiary of Signalife will be owned by a minimum of 94% of the current actual common shareholders of Signalife.

The merger agreement has an earn-out provision whereby Heart One Global Research shareholders may receive an additional 9% of common stock under a structure requiring the development of roughly $9.5 million of revenue in the short and short-mid-term. Additionally, for all shareholders of Signalife, their delivery of shares to the tabulation firm will also entitle them to a preferred share with increased voting and equity rights.

"We know that the electronic medical record is at the heart of delivering both the most clinically-effective care and the most cost-effective care, the two key objectives of every healthcare system in the world. Putting Signalife's ... award-winning technology literally at the heart of our electronic health record, will give the merged company unique capabilities to transform the treatment and outcomes of one of the major causes of death, morbidity and cost, heart disease, in every single country," said Dr. Stan Shepherd, CEO of Heart One Global Research.

Heart One Global Research says it has a series of assets, including Health One Global, a data management and information concern based in London. Since 2003, Health One Global Limited has been the exclusive Special Olympics global partner for electronic health records, compiling during that time the largest database in the world for persons with disabilities. Health One Global's reach has extended to the tracking, recording and storage of healthcare information so that it may be communicated or exchanged with other institutions or within large organizations.

As Signalife continues to generate data from the usage of its Fidelity 100 system, the analysis and exchange of this data — which suggests that screening using the Fidelity 100 yields pathology detection at triple (or more) of the national average rate — must be properly evaluated, stored and communicated to patient and industry alike.

By merging, the companies said they would assure that the core of the electronic medical record — the condition of the patient's heart — is properly screened and carefully compared to the other medical and pharmacological conditions across societies.

Signalife uses its signal technology to design and develop medical devices, therapies and/or technologies that simplify and reduce the costs of cardiovascular disease.

In other dealmaking news:

• St. Jude Medical (St. Paul, Minnesota) said it has completed its acquisition of EP MedSystems (West Berlin, New Jersey) and reported the final allocation of cash and stock to EP shareholders in connection with the deal.

St. Jude agreed to pay about $91 million, consisting of some $54,558,607 in cash and about 898,000 shares of St. Jude stock. St. Jude's board also approved an additional $50 million stock buyback authorization, which will offset the shares issued in the transaction.

As previously reported, EP shareholders will receive either $3 in cash or 0.0738 shares of St. Jude common stock for each share of EP common stock, subject to proration so that 60% of the EP shares are exchanged for cash and 40% are exchanged for shares of St. Jude common stock (Medical Device Daily, April 10, 2008).

The election results indicated that of the 30,354,236 shares of EP common stock outstanding immediately prior to closing of the transaction 21,611,763 shares, or about 71.19%, elected to receive cash and will be subject to proration, receiving roughly 84.15% of their total consideration in cash and the rest in St. Jude stock; 4,324,046 shares, or about 14.25%, elected to receive shares of St. Jude stock and will receive such share consideration in full; and 4,418,427 shares, or roughly 14.56%, did not make a valid election, and those EP shareholders will receive all of their consideration in St. Jude stock.

EP develops a line of products for use in the cardiac rhythm management or electrophysiology market, which are used for visualization, diagnosis and treatment of cardiac rhythm disorders. Its product line includes the EP-WorkMate computerized electrophysiology workstation, with expansion options to incorporate the NurseMate Remote Review Charting Station, and the EP-4 Computerized Cardiac Stimulator. In addition, EP's intracardiac echo (ultrasound or ICE) ultrasound catheter system, including its ViewFlex intracardiac imaging catheters and ViewMate II ultrasound imaging system, is used for live visualization of devices and anatomy during catheter based procedures in EP and interventional cardiology. Full year 2007 net sales for EP were about $19 million.

St. Jude has five major focus areas that include cardiac rhythm management, atrial fibrillation, cardiac surgery, cardiology and neuromodulation.

• 3M (St. Paul, Minnesota) reported that it has completed its acquisition of Imtec (Ardmore, Oklahoma), a manufacturer of dental implants and cone beam computed tomography scanning equipment for dental and medical radiology. Terms of the transaction were not disclosed.

Imtec becomes a wholly-owned subsidiary of 3M.

• Ambulatory Services of America (Brentwood, Tennessee) reported the acquisition of three dialysis centers in the St. Louis, Missouri, area from Affiliated Hospitals Dialysis Center.

Affiliated Hospitals Dialysis Center is a joint venture between St. Luke's Episcopal-Presbyterian Hospitals and St. John's Mercy Health System. Prior to the acquisition, the program provided services to more than 300 patients through the three outpatient dialysis centers and a home dialysis program.

Ambulatory Services of America's dialysis subsidiary, Renal Services of America (RSA), will operate the acquired program and will offer state-of-the-art hemodialysis treatment services in the St. Louis centers. Paul Mennes, MD, will serve as regional medical director for RSA's dialysis operations in St. Louis, and Annibal Melo, MD, Thomas Pohlman, MD, Robert Cuddihee, MD, Mark Ravenscraft, MD, and Robyn Jacobs, MD, will serve as medical directors of the acquired facilities and home program.

Ambulatory Services of America provides alternative-site services in partnership with physicians. It owns, operates and manages facilities providing radiation oncology services and dialysis services.

• Manhattan Scientifics (Los Alamos, New Mexico) said it has acquired Metallicum (Santa Fe, New Mexico) and its technology related to the design and high-volume nano-fabrication of nano-structuring metals for medical components as well as for transportation applications.

The company said it intends to establish manufacturing partner relationships with major Fortune 500 metals companies.

"With the acquisition of Metallicum, Manhattan Scientifics is re-inventing itself as a green company.' This move is intended to enable us to accomplish our goal of profitability for our shareholders," said Manny Tsoupanarias, CEO of Manhattan Scientifics.

• Grubb & Ellis Healthcare REIT (Santa Ana, California) said it has completed the acquisition of Senior Care Portfolio 1 with the addition of two skilled nursing facilities in California. The portfolio is comprised of an aggregate of six properties, including four in Texas, the acquisition of which closed in March.

Located in El Monte and Lomita, each of the California properties comprises one single-story skilled nursing facility. The two properties total nearly 71,000 square feet of gross leasable area and are 100% leased to North American Healthcare. In total, the California properties include 219 licensed patient beds.

The two California properties of Senior Care Portfolio 1 were acquired from HCP (Long Beach, California). Grubb & Ellis financed this acquisition through an unsecured note from an affiliate and cash on hand.

As of June 20, Grubb & Ellis has sold roughly 37.4 million shares of its common stock, excluding the shares issued under its distribution reinvestment plan, for about $374 million through its initial public offering, which began in the third quarter of 2006.

Grubb & Ellis offers a monthly distribution of 7.25% per annum and, as of June 30, has made 36 geographically-diverse acquisitions for a total of 109 buildings valued at about $790 million, based on purchase price.