A Diagnostics & Imaging Week
Inverness Medical Innovations (IMI; Waltham, Massachusetts) reported completing the acquisition of Matria Healthcare (Marietta, Georgia) prior to the opening of business on last Friday, following approval by Matria shareholders.
The final purchase price consisted of around $143.9 million, and about 1.8 million shares of IMI Series B Convertible Perpetual Preferred Stock. In addition, existing options to purchase Matria stock have been assumed by IMI and have converted into options to purchase about 1.5 million shares of IMI common stock.
With the merger, Matria's common stock will no longer trades on The Nasdaq Global Select Market. All outstanding shares of Matria common stock, not owned by Matria or its affiliates, has been converted into the right to receive$6.50 in cash, without interest, and a portion of a share of Series B Preferred Stock of IMI.
The listing approval of the American Stock Exchange for the shares of Series B Preferred Stock is contingent upon IMI being in compliance listing standards on the date it was to begin trading on the Exchange, expected this past Friday.
Matria is a provider of health management services, particularly in the areas of women's and children's health, cardiology and oncology.
IMI bills itself as a global leader in rapid point-of-care diagnostics, with a focus on infectious disease, cardiology, oncology, drugs of abuse and women's health.
In other dealmaking activity:
• Safeguard Scientifics (Wayne, Pennsylvania), a holding company that says it invests in "growth-stage technology and life sciences companies," reported that it has closed the transaction with Saints Capital to exit its ownership position in five partner companies — Acsis, Alliance Consulting Group Associates, Laureate Pharma, Neuronyx and ProModel.
Safeguard will receive proceeds of about $74.5 million, including $6.4 million to be held in escrow through April 2009. In addition, Safeguard was repaid amounts advanced to certain of the sold companies since the outset of the transaction, and was released from $31.5 million in debt guarantees involving certain of the companies sold.
Peter Boni, president/CEO of Safeguard, said, "With the close of this bundled transaction, we have fully aligned our portfolio of companies with our core strategy. We have a solid deal pipeline and backlog of opportunities and are building value in our holdings."
Safeguard says it invests in companies with capital requirements between $5 and $50 million, targeting companies in Software as a Service/Internet-based Businesses, Technology-Enabled Services and Vertical Software Solutions; and life sciences companies in molecular and point-of-care diagnostics, medical devices and specialty pharmaceuticals.
• Enzo Biochem (New York) reported the acquisition on May 8 of the U.S. based assets of Biomol International (Plymouth Meeting, Pennsylvania), and all of the stock of its two UK subsidiaries for $18 million, comprised of $15 million in cash and $3 million in unregistered stock, in addition to earn-outs over the next two years.
Biomol produces specialty life science products for the areas of signal transduction, lipid research, apoptosis, neuroscience and drug discovery, with a research focus in the field of functional proteomics. Its founders and senior management will remain actively involved with Enzo, Enzo said.
"This acquisition is in line with our strategy to grow Enzo Life Sciences, backed by our extensive IP estate, both organically and through acquisition," said Barry Weiner, president of Enzo. "Coupling Biomol with our acquisition of Axxora Life Sciences less than a year ago, we have succeeded in transforming Enzo Life Sciences into a global manufacturer and marketer of reagents and systems spanning a wide spectrum of scientific applications."
Weiner said that BIOMOL has annual revenues of nearly $11.5 million, and is expected to become accretive to Enzo earnings.
Enzo now has U.S. operations in New York, Pennsylvania and California, and overseas facilities in Switzerland, the UK and Belgium, as well as more than 50 distributors worldwide. The company is engaged in the R&D, manufacturing and licensing of healthcare products and technologies based on molecular biology and genetic engineering techniques, and in providing diagnostic services.
• Applera (Norwalk, Connecticut) reported board approval of its proposed separation of the Celera Group (Nashville, Tennessee) from Applera's remaining businesses.
The separation will be accomplished by a redemption of outstanding shares of Applera-Celera Group tracking stock, with Celera becoming an independent public company.
The separation is expected to be completed at 12:01 a.m. EST, July 1, subject to the receipt of an opinion from counsel to Applera regarding the tax consequences of the separation and the redemption, and the Securities and Exchange Commission declaring effective, Celera's registration statement relating to the separation.
Kathy Ordoñez, president of the Celera Group, will serve as Celera's CEO, with the company's headquarters in Alameda, California.
Applera-Applied Biosystems common stock would continue to be traded on the New York Stock Exchange.
Celera is a provider of personalized disease management through products and services incorporating proprietary discoveries. Berkeley HeartLab (Burlingame, California), a subsidiary of Celera, offers services to predict cardiovascular disease risk and optimize patient management.