A Medical Device Daily
HLTH (Elmwood Park, New Jersey) said it has agreed to sell its ViPS segment to General Dynamics Information Technology (Fairfax, Virginia), a subsidiary of General Dynamics (Falls Church, Virginia), for $225 million in cash.
The deal is subject to closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act.
ViPS provides healthcare data management, analytics, decision-support and process automation solutions and related information technology services to governmental, Blue Cross Blue Shield and commercial healthcare payers.
Earlier this year, HLTH and its 84%-owned subsidiary WebMD (New York) reported a merger agreement (Medical Device Daily, Feb. 22, 2008). HLTH agreed to be merged into WebMD, with each outstanding share of HLTH common stock to be converted into 0.1979 shares of WebMD common stock and $6.89 in cash, subject to certain adjustments.
HLTH also owns Porex, a developer of porous plastic products and components used in healthcare, industrial and consumer applications.
Completion of the merger into WebMD is conditioned upon, among other things, completion of SEC review of the proxy statement/prospectus, the completed sale of either ViPS or Porex and the approval of the stockholders of both HLTH and WebMD. HLTH and WebMD plan to seek stockholder approval in September.
Jefferies & Company acted as financial advisor to HLTH in the sale of ViPS and also has been engaged to complete the sale process for Porex.
In other dealmaking activity:
• AngioDynamics (Queensbury, New York) a company that makes devices used by interventional radiologists, nephrologists and surgeons for the minimally invasive treatment of cancer and peripheral vascular disease, reported that the U.S. Bankruptcy Court for the District of Massachusetts, Western Division, has granted an order approving AngioDynamics' purchase of certain U.S. assets of Diomed Holdings and its subsidiary, Diomed (both Andover, Massachusetts).
AngioDynamics has agreed to pay $8 million in cash for the assets and U.S. $3 million in cash for certain UK assets of Diomed Ltd. The final purchase price will be subject to adjustment for changes in working capital at the closing date, the company noted. AngioDynamics expects to simultaneously close the purchase of both the U.S. and UK assets later this month.
On April 10 AngioDynamics said it had entered into asset purchase agreements with Diomed Holdings, Diomed and Diomed Ltd. for the acquisition of certain assets of Diomed's business in the U.S. and UK. The agreement was subject to an auction process administered by the bankruptcy court as a result of Diomed's Chapter 11 bankruptcy proceedings.
Diomed's U.S. and UK businesses are engaged in the sale of systems for the endovenous laser treatment of varicose veins, and in the 12-month period ending Sept. 30, Diomed had worldwide sales of $25.4 million.
The agreements do not provide for the acquisition of any interest in Diomed's legal judgment award against Vascular Solutions (Minneapolis), the company said.
• Dawning Technologies (Fort Myers, Florida) and Medical Automation Systems (MAS; Charlottesville, Virginia) reported a joint project with the intention of leveraging product synergies and creating added value for customers.
The project will focus on the integration of Dawning's instrument interface and laboratory middleware products with MAS's RALS-Plus POC Data Management solutions. RALS-Plus is a point-of-care (POC) data management system developed and marketed by MAS. The joint project between Dawning and MAS will enable users of the RALS system to connect a wider range of POC devices through their existing RALS-Plus system, according to the companies.
The immediate benefit of this project is to provide MAS's RALS-Plus system with connectivity to devices in Dawning's Java Instrument Driver Library, the companies noted.
Dawning is a supplier of connectivity solutions to the clinical laboratory market.
MASprovides data management systems used by hospitals to monitor and manage diagnostic testing performed at the patient's bedside.
• Allscripts (Chicago), a provider of clinical software, connectivity and information solutions for healthcare, reported that the antitrust waiting period for the merger reported in March between Allscripts and Misys Healthcare to form Allscripts-Misys Healthcare Solutions, has expired.
The expiration of the HSR waiting period satisfies one of the closing conditions. The transaction remains subject to other customary closing conditions, Allscripts said.
• Amedisys (Baton Rouge, Louisiana), a home health nursing company, reported that it has acquired five home health locations from Health Management Associates, (Naples, Florida). Three of the five are in Mississippi and South Carolina, both certificates of need states. The remaining two are in Missouri.
The deal is expected to initially contribute roughly $4 million in annualized revenues, but is not expected to add significantly to Amedisys' earnings in 2008.
Terms of the acquisition were not disclosed. Raymond James & Associates acted as a financial advisor to Amedisys in connection with this deal.
• A joint venture between RehabCare (St. Louis) and Floyd Healthcare Resources (FHR; Rome, Georgia) was finalized June 1, following approval by the Georgia Attorney General's office May 21. The joint venture will own and operate the Specialty Hospital, a 24-bed Long-Term Acute Care Hospital (LTACH) located within Floyd Medical Center.
RehabCare will own 80% of the joint venture, with FHR owning 20%.
RehabCare and FHR also have reported plans to expand the LTACH to 45 beds under a previously granted certificate of need and to relocate it to a freestanding facility that the joint venture will construct on the campus of the medical center. Construction is expected to be complete by the end of 2009.
• Adroit Medical Systems (Loudon, Tennessee) reported the award of a 36-month supplier agreement by Premier Purchasing Partners (Charlotte). The new agreement centers on Adroit's Soft-Temp hypo-hyperthermia blankets, localized heat therapy and cold therapy systems, including the HTP-1500, a mercury-free heat therapy pump.
The new three-year Adroit contract follows a prior three-year arrangement, offering purchasing stability to Premier alliance members and ensuring ongoing availability of increasingly adopted Adroit hypo-hyperthermia products and accessories.
Adroit products in the Premier contract include the Soft-Temp whole body hypo-hyperthermia blankets and localized temperature therapy pads, the MTRE CritiCool non-invasive induced hypothermia system, the HTP-1500 heat therapy pump and the Mobile ICE portable cold therapy system.
• Coradyn Biosystems (Austin, Texas), a smart-sensor materials company, said it has licensed a responsive, conductive polymer technology from the University of Texas at Austin. According to Coradyn, preliminary results support the potential for use in molecular sensor devices in a wide array of industries, including RFID or wireless sensing, medical devices and diagnostics, personal health monitoring, food and beverage testing and industrial processing.
Coradyn said it is "poised to take advantage of the dynamic biosensor market." The total global market for biosensors and bioelectronics is expected to grow from $6.96 billion in 2006 to $8.2 billion in 2009, at an average annual growth rate of about 6.3%, the company said.
Focused on providing advanced materials as an interface between a biological or chemical environment and electronics, the company's key technology is conductive polymeric materials that can be customized to recognize a broad range of analytes and convert that recognition into a measurable electronic signal.