A Diagnostics & Imaging Week
Kinetic Concepts (KCI; San Antonio (NYSE: KCI) reported that it has initiated its tender offer for all outstanding shares of LifeCell (Branchburg, New Jersey) common stock at a price of $51 a share.
Earlier this month KCI reported 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.
The tender offer is scheduled to expire at 12 midnight, EST, on May 16 unless it is extended.
Analogic (Peabody, Massachusetts), an OEM supplier of radio frequency amplifiers for MRI systems, reported the successful completion of its previously disclosed acquisition of Copley Controls (Canton, Massachusetts), a supplier of gradient amplifiers for MRI and precision motion control systems used in computer-controlled automation systems.
Copley is now a wholly owned subsidiary of Analogic. The consideration paid by Analogic was $76.875 million in cash, which represented the agreed purchase price of $68.75 million plus an adjustment of $8.125 million. The adjustment resulted from Copley's estimated working capital as of the closing date, which included $5 million of cash, exceeding the working capital of $16.2 million as required under the terms of the agreement.
Analogic and the former shareholders of Copley have elected to treat the acquisition as an asset purchase for tax purposes. As a result, Analogic will make a payment to the former shareholders of Copley of up to an additional $1.8 million in the aggregate as reimbursement for the tax consequences of the transaction.
Analogic estimated that, subject to the final determination of Copley's actual indebtedness and working capital as of the closing date, the total consideration to be paid, including the full reimbursement to Copley shareholders for the tax consequences of the transaction, will be approximately $78.675 million.
In addition to its Canton headquarters, Copley has offices and local technical support in the U.S., Europe, and Asia, comprising about 250 employees worldwide. Its revenues for the calendar year 2006 were $73.6 million; preliminary calendar year 2007 revenues are estimated to be $83 million.
Analogic estimated that revenues related to the acquisition will be about $83 million in calendar 2008 and, excluding one-time purchase accounting adjustments, accretive to earnings in the company's FY08 and fiscal years thereafter.
In other dealmaking news:
• MitoSciences (Eugene, Oregon) and the University of Oregon (UO; also Eugene) reported the completion of an exclusive commercial license for a suite of "biotechnology innovations."
The agreement centers on a portfolio of monoclonal antibodies that are being used by MitoSciences to develop tests for cell-based drug toxicity screening, as well as being developed into multiplexing assays used to generate mitochondrial protein biomarkers for diagnostics and personalized medicine. The antibodies also are sold individually and in kits to the life science research market.
Under the arrangement, UO will receive royalties on patent-related sales, plus fixed quarterly cash payments totaling $4.6 million over 10 years.
Along with the antibody hybridomas and other biological assets, the university will also transfer to MitoSciences several commercial distribution agreements through which the UO previously delivered antibodies to life-science researchers. MitoSciences will have exclusive commercialization rights for the complete portfolio of transferred biological assets, plus an exclusive license under several university patents that cover the use of monoclonal antibodies that recognize mitochondrial antigens.
• Jordan Valley Semiconductors (Migdal Ha'Emek, Israel), a provider of semiconductor metrology solutions, has acquired Bede (Durham, UK), a supplier of HRXRD (High Resolution XRD) metrology for the semiconductor and compound industries with revenues of $11.6M in 2007. Bede entered into the UK's Administration phase, its equivalent of Chapter 11 bankruptcy, on March 31. The purchase price was not disclosed.
Bede X-Ray Metrology was founded in 1978 as a spin-out company from University of Durham in the UK.
Jordan Valley provides semiconductor metrology solutions for thin films based on non-contacting and non-destructive X-ray technologies.
• Covidien (Hamilton, Bermuda) reported that it had completed the previously disclosed sale of its Retail Products business (King of Prussia, Pennsylvania) to an affiliate of First Quality Enterprises (Great Neck, New York) for $330 million in cash.
The sale of Retail Products is part of Covidien's strategy to focus its portfolio and reallocate resources to its core healthcare business. The company said this portfolio strategy also includes the previously reported definitive agreement to sell its European Incontinence business, as well as the plan to divest its Specialty Chemicals business.
Covidien makes product lines in four segments: medical devices, imaging solutions, pharmaceutical products and medical supplies.
• Theranostics Health (Rockville, Maryland) reported that it has received an exclusive license from the National Institutes of Health (NIH) to commercialize microdissection including laser capture microdissection (LCM) combined with protein analysis for cancer diagnostics and companion diagnostics.
Theranostics will pay NIH undisclosed license issue royalties, minimum annual royalties, benchmark and earned royalties upon successful commercialization of the technology.
Theranostics said its technology measures the activity of a large number of biomarkers, enabling pharmaceutical companies to accurately profile their drug candidates to facilitate efficient and effective drug development.
• Microchip Biotechnologies (MB; Dublin, California) reported that it has entered into a multi-patent license agreement with GE Healthcare (Waukesha, Wisconsin) that it said "significantly enhances" its intellectual property portfolio supporting the development of lab-on-a-chip devices.
The patents cover design and methods for creating integrated fluidic microchip devices.
MB said it will use the technology licensed from GE to develop Sample-To-Answer systems using advanced microfluidic technologies. Microfluidics deals with the behavior, precise control, and manipulation of microliter and nanoliter volumes of fluids to perform life science assays.
Microfluidics technologies are used for development of lab-on-a-chip devices for DNA analysis and molecular diagnostics.
• NeuroLogica (Danvers, Massachusetts) reported that it will acquire all technology and assets for Xenon CT (XeCT) Perfusion from Diversified Diagnostic Products (DDP; Houston). Terms of the deal were not disclosed.
The company said it believes the combination of Portable CT and XeCT, will now allow faster, more accurate and quantifiable information on cerebral blood flow in patients with a variety of neurological emergencies such as stroke and traumatic brain injury.
The company believes the XeCT technology is an important addition to NeuroLogica's Portable CT functionality and enhances its Portable CT capabilities in the emergency room, intensive care unit and operating room.