A Medical Device Daily

Ethicon (Somerville, New Jersey), a Johnson & Johnson (New Brunswick, New Jersey) company, reported that it has received an irrevocable, unconditional offer from One Equity Partners (OEP) to acquire its Professional Wound Care (PWC) business.

Financial terms of the transaction are not being disclosed.

Ethicon conducted a competitive bidding process to prepare for the divestiture of the PWC business, and as a result of that process and the receipt of the offer has decided to grant exclusivity to OEP. The PWC business generated annual net sales of about $270 million in 2007.

Under the terms of the offer, OEP would acquire the PWC product portfolio, which contains such brands as Promogran Matrix Wound Dressing, Tielle Hydropolymer Dressing and Regranex (becaplermin) Gel 0.01%, a prescription treatment for lower extremity diabetic ulcers, as well as a portfolio of general wound care products.

Also included in the transaction would be an R&D and manufacturing facility located in Gargrave, UK, which has long served as the operations center for the PWC business.

The acceptance period for the offer will end on Aug. 22, unless extended, and during that period, Ethicon will consult with the relevant works councils and trade unions. If the offer is accepted, the proposed transaction will be subject to the fulfillment of certain conditions, including, but not limited to, the receipt of applicable anti-trust clearances.

An important element of the offer from One Equity Partners, according to Ethicon, is recognition of the value of the operational and commercial expertise of the roughly 800 personnel that would be affected by the transaction. Substantially all of such individuals would be expected to transfer with the business, the company said.

"As we continually review our business priorities and seek to optimize our strategic options, we made the decision to explore the potential sale of the Professional Wound Care business," said Alex Gorsky, company group chairman at Johnson & Johnson. "We believe the offer from One Equity Partners shows a commitment to support the development of the business and offers exciting prospects for our employees, customers and patients."

The PWC business comprises both advanced wound care and general wound care products. The advanced wound care products are used to actively promote wound healing, control infection and help maintain a moist wound-healing environment. The general wound care products are primarily inert dressings, such as gauzes and swabs used to clean, absorb and protect internal and external tissue.

Celera (Rockville, Maryland) has completed its previously disclosed separation from Applera (Norwalk, Connecticut), and as an independent publicly traded company now holds the businesses, assets and liabilities previously attributed to the Celera Group (Medical Device Daily, May 12, 2008).

The company's new shares were listed yesterday on the Nasdaq Stock Market under the symbol CRA.

"It's a new day for Celera as we emerge as an independent healthcare company focused on personalizing disease management," said Kathy Ordo ez, president/CEO. "Our employees and our newly formed board are energized about working together to build a successful future for our growing business, with its promising pipeline of new products and strong balance sheet."

At the same time, Applera reported that the name of the company has been changed to Applied Biosystems to reflect the remaining business of the company following the separation of the Celera business.

With the separation of Celera, Applera will no longer operate under its former tracking stock structure. Applied Biosystems stock will continue to be listed on the New York Stock Exchange under the symbol ABI.

Applera is selling its other operating group, Applied Biosystems (Foster City, California), to Invitrogen (Carlsbad, California) in a cash-and-stock deal valued at $6.7 billion which is expected to close this fall (MDD, June 13, 2008). Applied Biosystems develops instrument-based systems, consumables, software, and services.

Celera is a diagnostics business delivering personalized disease management. Berkeley HeartLab (Burlingame, California), a subsidiary of Celera, offers services to predict cardiovascular disease risk and optimize patient management.

Celera also commercializes a wide range of molecular diagnostic products through its strategic alliance with Abbott Laboratories (Abbott Park, Illinois) and has licensed other relevant diagnostic technologies developed to provide personalized disease management in cancer and liver diseases.

In other dealmaking news, Positron (Houston) has acquired an exclusive license to a coronary disease reversal and prevention practice management program created by K. Lance Gould, MD, and the University of Texas Health Science Center at Houston.

"We are grateful to the University of Texas Health Science Center at Houston and Dr. Gould for selecting Positron Corporation as the exclusive licensee of their heart disease management product," said Joe Oliverio, president of Positron. "The market is void of such a product and will position Positron to be able to offer a total cardiac solution to customers reaching well beyond the sale to physicians."

Positron develops cardiac molecular imaging solutions. It makes SPECT, PET and automated dose delivery devices for the nuclear medicine market.