A Medical Device Daily

Parexel International (Boston) reported that the boards of Parexel and ClinPhone (Nottingham, UK) have reached agreement on the terms of a recommended proposal whereby a wholly owned subsidiary of Parexel will acquire the entire issued and to-be-issued ordinary share capital of ClinPhone.

The acquisition is based on an offer price of 135 pence in cash for each ClinPhone share. The offer represents a premium of 86% to the ClinPhone share price on the London Stock Exchange of 72.5 pence on Feb. 14, the last business day before the start of the offer period commencing on Feb. 15 and ending on the date on which the acquisition becomes effective in accordance with its terms.

The acquisition values the entire issued ordinary share capital of ClinPhone at roughly 91 million, or about $182 million.

Parexel has arranged a $300 million facility with JPMorgan Chase Bank and Keybank National Association in order to fund the acquisition and costs related to the acquisition, and to refinance the existing debt of ClinPhone and Parexel.

The acquisition is expected to close in the first quarter of Parexel's 2009 fiscal year, or by Sept. 30.

Josef von Rickenbach, chairman/CEO of Parexel, said, "As the use of technology has expanded in the conduct of clinical research, Parexel has been a leader in helping to advance the convergence of services and technology in the market. Biopharmaceutical companies have increasingly demanded Parexel technology solutions and expertise to support the full range of clinical development activities while improving the speed and efficiency of clinical programs."

He added, "We anticipate that this acquisition will bring the many technologies and capabilities of ClinPhone into the Parexel organization and advance our position as a clinical technology leader."

In other dealmaking news:

3M Drug Delivery Systems (St. Paul, Minnesota) reported an exclusive license agreement with Celldex Therapeutics (Phillipsburg, New Jersey). 3M said it would provide its toll-like receptor agonist compounds to Celldex for an undisclosed licensing fee, milestones and royalties.

3M's TLR immune response modifier compounds, which may be useful as vaccine adjuvants, will be used by Celldex to develop new vaccine products. Once commercialized, Celldex will pay 3M royalty usage fees for IRM compounds.

U.S. Physical Therapy (Houston) said it has acquired a 65% interest in a multi-partner outpatient rehabilitation practice with nine clinics in the Mid-Atlantic region. The practice sees 60,000 physical therapy patients a year, producing about $5.6 million in revenue.

Graymark Healthcare (Oklahoma City), through its wholly owned subsidiary SDC Holdings, reported it has completed the acquisitions of Sleep Development Group (SDG; Southlake, Texas) and Nocturna Sleep (Las Vegas), pursuant to the previously announced letter of intent for each company.

SDG consists of three sleep centers and performed more than 4,000 sleep studies in 2007.

"We are ... pleased with the acquisitions of these two sleep diagnostic companies," stated Stanton Nelson, president/CEO of Graymark. "By acquiring SDG and Nocturna, we will enter into two developing and fast-growing markets that are new to our company. In addition, each of these companies has an established brand and solid customer base with excellent growth potential. We expect SDG and Nocturna to add approximately $3.5 million and $3.0 million, respectively, of incremental revenue to Graymark."

Formation Capital (Atlanta) reported it has signed an agreement to purchase Haven Healthcare, a long-term-care provider that operates 27 facilities in five northeastern states. Genesis HealthCare (Kennett Square, Pennsylvania) will manage and operate the facilities.

In addition, the agreement is subject to the satisfactory completion of a due diligence period. The agreement is expected to be finalized on Aug. 1.