A Medical Device Daily
Matria Healthcare (Marietta, Georgia) reported receiving shareholder approval of its proposed merger with Inverness Medical Innovations (IMI; Waltham, Massachusetts).
The parties said they expect to close the transaction "promptly" upon satisfaction of the remaining closing conditions, with Matria becoming a wholly owned subsidiary of Inverness.
The deal, unveiled in January (Medical Device Daily, Jan. 29, 2008), calls for IMI to acquire Matria for $39 a share — $6.50 in cash plus $32.50 in convertible preferred stock of Inverness. The deal has been valued at $1.18 billion, including the assumption of $280 million in debt.
IMI has said it plans to consolidate Matria with its Alere (Reno, Nevada) and Paradigm (Upper Saddle River, New Jersey) businesses to form a combined organization focused on the health management market.
IMI acquired Alere last year for $302 million, consisting of about $125 million in cash and $177 million in Inverness stock (MDD, Oct. 25, 2007). And in late December the company completed its acquisition of Paradigm (MDD, Dec. 27, 2007), a provider of support technologies and expert coaching to facilitate better health choices for acutely ill and clinically complex patients, including neonatal intensive care and oncology patients. That transaction was structured as an all-cash deal for about $230 million.
Matria is a provider of health enhancement programs to health plans, employers and government agencies. It manages major chronic diseases and episodic conditions and delivers programs that address wellness, healthy living, productivity improvement and navigation of the healthcare system.
In other dealmaking news:
• 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.
Safeguard now has 14 partner companies in its portfolio. The device and related healthcare companies in that portfolio include:
— Advanced BioHealing (La Jolla, California), developing technologies for regenerative medicine.
— Rubicor Medical (Redwood City, California), focused on the development of minimally invasive breast biopsy and tissue removal technologies.
— Alverix (San Jose, California), a point-of-care diagnostic technology provider.
— Avid Radiopharmaceuticals (Philadelphia), developing molecular imaging products for neurodegenerative diseases.
— Cellumen (Pittsburgh), a technology and services resource for pathologists, oncologists, and the pharmaceutical industry.
— Advantedge Healthcare Solutions (Warren, New Jersey), providing medical billing software to physician groups.
— NuPathe (Conshohocken, Pennsylvania), developing therapeutics for neurological and psychiatric disorders, including migraine, Parkinson's disease and schizophrenia.
— Portico Systems (Blue Bell, Pennsylvania) offers health plans software solutions exclusively focused on unlocking the value of Provider Network Management.
Safeguard also this week reported that its board has authorized a share repurchase program and intends to seek shareholder authorization for a reverse stock split. Safeguard from time to time will repurchase shares of its outstanding common stock, with up to a value of $10 million.
Peter Boni, president/CEO of Safeguard, said, "With the closing of the bundled sale ... we have been evaluating potential uses of cash to complement our investment in high-growth partner companies in the life science and technology arena. This share repurchase program demonstrates the company's confidence in our long-term strategy to deploy capital, build value in our partner companies, and realize that value through strategically-timed exits."
• Invitrogen (Carlsbad, California) and the Wisconsin Alumni Research Foundation (WARF; Madison), the patenting and licensing organization for the University of Wisconsin-Madison, said that they have signed a license for human embryonic stem cell (hESC) patents for the development of research tools.
Invitrogen will have the right to work with karyotypically normal hESCs to develop research and drug-discovery tools.
Joydeep Goswami, VP, stem cells and regenerative medicine for Invitrogen, said, "Having the ability to work with karyotypically normal hESCs through our license with WARF allows us to develop better technologies for research, such as more defined media and engineered stem cell lines."
WARF officials said that the agreement with Invitrogen demonstrates that commercial interest in hESCs remains strong. WARF said it now has completed 24 licensing agreements for stem cell technologies with 18 companies.
Invitrogen provides life science technologies for disease research, drug discovery, and commercial bioproduction.