A Medical Device Daily
Kinetic Concepts (KCI; San Antonio) reported that it has completed its initial tender offer for the outstanding shares of common stock of LifeCell (Branchburg, New Jersey). More than 91% of those outstanding shares have been tendered, making LifeCell a majority owned subsidiary of KCI.
KCI reported last month that it would acquire LifeCell, a maker of tissue-repair products for use in reconstructive, urogynecologic and orthopedic surgical procedures, for about $1.7 billion in cash (Medical Device Daily, April 8, 2008).
The initial offering period for the tender offer expired at midnight, EST, on May 16, with a total of about 31.25 million LifeCell shares being validly tendered in the offer and not withdrawn (including about 6.2 million shares delivered through notices of guaranteed delivery), representing about 91.3% of the outstanding shares of common stock of LifeCell.
KCI also reported that it has commenced a subsequent offering period which will expire at 5 p.m., EST, on Friday, unless extended. During this subsequent offering period, holders of shares of LifeCell common stock who did not previously tender their shares into the offer may do so and KCI will purchase them at $51 per share, net to the seller in cash.
After the expiration of the subsequent offering period, KCI said it intends to acquire all of the remaining shares of LifeCell common stock by means of a merger. In the merger, each outstanding LifeCell share not tendered and purchased in the offer, if any (other than those as to which holders properly exercise appraisal rights, if any), will be converted into the right to receive the same $51-per-share price, without interest and less any required withholding taxes, that was paid in the tender offer.
If KCI owns at least 90% of the outstanding shares of LifeCell common stock after the subsequent offering period, the merger will be implemented on an expedited basis without a vote or meeting of LifeCell stockholders, pursuant to the short-form merger procedure available under Delaware law.
KCI develops wound care and therapeutic support systems.
In other dealmaking news:
• InfoLogix (Hatboro, Pennsylvania), a provider of enterprise mobility and advanced wireless asset tracking solutions for the healthcare and commercial industries, reported that it has acquired the assets of Aware Interweave (Allentown, Pennsylvania), a company specializing in enterprise mobility of business data for users of SAP enterprise software.
The Aware suite of software and professional services is designed to enable the delivery of corporate information anywhere, anytime to wireless devices. The Aware platform extends mobile access to employees in the field, for capabilities such as the transmission of transactions and approvals via mobile devices.
InfoLogix acquired five mobile software products in the transaction: Aware's Co-Pilot Mobile Foundation for delivering user and role-based menus of applications; Management Co-Pilot platform plus analytics, expenses and other business applications; Warehouse Co-Pilot for mobile warehouse management; Event Pipe for mobile event management alerts and rules; and the Aware Mobile Device Controller for RFID and Barcode workflow on Handheld Readers for use with SAP applications.
Aware solutions also can interface with other enterprise software solutions and platforms, further extending the value the company delivers to the market, including the pharmaceutical, medical device, healthcare, manufacturing and defense industries, InfoLogix said.
• MedCath (Charlotte, North Carolina), its physician partners and Good Samaritan Hospital (Dayton, Ohio), jointly reported that the parties have completed the previously disclosed sale of Dayton Heart Hospital (Dayton) to Good Samaritan Hospital (Medical Device Daily, March 25, 2008).
Good Samaritan purchased substantially all of Dayton Heart's assets for $55 million.
Net proceeds to MedCath, after income tax expense related to the gain on sale and liquidation of net working capital retained by the hospital partnership, are anticipated to total about $32 million. MedCath said it will use the proceeds for general corporate purposes, including investment in other hospital projects.
Opened in 1999, Dayton Heart Hospital is a 47-bed hospital focused on providing cardiovascular care to the Dayton community. A member of the Premier Health Partners system, Good Samaritan is a 577-bed, full-service teaching facility.
• LHC Group (Lafayette, Louisiana), a provider of home nursing services, reported that it has signed definitive agreements to acquire 100% of the assets of Home Care Solutions (HCS; Nashville, Tennessee), which operates eight locations in Tennessee and two in Virginia.
The primary service area of this acquisition has an estimated total population of 2.6 million, with almost 14% over the age of 65. HCS had total annual Medicare revenue for 2007 of about $11.1 million. The acquisition is expected to be accretive to earnings in the second half of 2008.
With the addition of HCS and the other acquisitions LHC has completed thus far in 2008, the company said it has revised its 2008 guidance. It said it now anticipates revenue for the year of $340 million to $360 million and fully diluted earnings per share of $1.30 to $1.40. An analyst consensus estimate pegs its 2008 earnings at $1.28 per share of profit on revenue of $342.2 million.