A Medical Device Daily
Ophthalmic Imaging Systems (OIS; Sacramento, California) reported that it has agreed to merge, in a stock transaction deal, with MediVision Medical Imaging (Yokneam, Israel), the majority shareholder of OIS, under which MediVision will become an OIS subsidiary.
Each MediVision ordinary share will convert to 1.66 shares of OIS common stock, for a total of about 11.3 million shares of OIS stock. OIS shares will be listed on the OTC Bulletin Board under the symbol OISI.
This ratio takes into account roughly 9.4 million OIS shares held by MediVision, and roughly 1.9 million OIS shares for MediVision's other assets and liabilities, including: MediVision's product pipeline; MediVision's R&D capabilities; MediVision's sales and distribution capabilities; MediVision's German-based subsidiary; and MediVision's debt of about $2.85 million
OIS shareholders will experience about 10% net dilution, taking into account MediVision's current outstanding share capital.
Yigal Berman, chairman of OIS, said that the merger "will strengthen OIS' operational capabilities and product offerings, while enhancing its capacity to continue to grow to serve the needs of both companies' existing customers."
OIS will remain based in Sacramento, with about 100 total employees, including its affiliate companies, and also have offices in Israel and Germany.
OIS said it will have improved control of its R&D and international marketing, currently handled on a contractual basis by MediVision.
It said MediVision's product pipeline will expand its footprint in the market, while the transfer of its strategic relationship with Agfa Gevaert (Mrtsel, Belgium) will deepen its PACs capabilities in ophthalmology.
In addition, it said that MediVision's German-based subsidiary "provides a significant share of the German market."
Gil Allon and Ariel Shenhar will continue as CEO and CFO of OIS; Noam Allon will retain his position and title as president/CEO of MediVision and will become chief technology officer of OIS.
OIS manufactures digital imaging systems and informatics solutions for the eye care market. MediVision specializes in digital imaging devices for medical ophthalmic applications and says it is a market leader in the ophthalmic digital imaging field.
At the date of signing, the company owns 56% interest in OIS, and 63% interest in CCS Pawlowski (Jena, Germany).
In other dealmaking:
• QuantRx Biomedical (Doylestown, Pennsylvania), a developer of diagnostic products, reported that its molecular imaging group, FluoroPharma, a developer of cardiovascular molecular imaging agents for PET, has entered into a license agreement with Massachusetts General Hospital (MGH; Boston) to develop agents for diagnosing and treating Alzheimer's disease (AD). The licensed technologies, co-developed by FluoroPharma and MGH, target multiple biological processes associated with Alzheimer's. Terms of the licensing were not disclosed.
David Elmaleh, FluoroPharma's chairman and scientific founder, said, "Our molecular imaging approach to treating AD includes multiple molecular compositions that target AD associated phenomena, low acetylcholine and amyloid plaque formation. With some agents, it may be possible to improve brain function by inhibiting the breakdown of acetylcholine, and with others we may be able to prevent the formation of amyloid plaque by inhibiting protein misfolding. As PET imaging tracers, these agents also have potential applications in both diagnosis of the disease and monitoring of the therapy by differentially accumulating in regions of the brain affected by the disease compared to normal brain tissue."
Walter Witoshkin, CEO/chairman of QuantRx, said, "The expansion of the molecular imaging technology platform adds tremendous value to our company's portfolio. FluoroPharma has made significant progress to date in the development of agents for coronary disease."
• PSS World Medical (Jacksonville, Florida) reported selling a portion of its shares of athenahealth (Watertown, Massachusetts), a provider of internet-based health information technology and business services to physician practices. Terms of the sale, and the name of the buyer, were not released.
PSS had purchased about 1.5 million shares of athenahealth prior to its initial public offering in September 2007, and it emphasized that it is committed "to investing in the success of its partnership with athenahealth to market its innovative products to the physician market."
David Smith, CEO/chairman of PSS, said, "The athenahealth product is a great fit for our customers, especially in this era of declining physician incomes. We invested several million dollars in training, education, and rollout for this long-term relationship that is now offset by the partial monetization of our stock holdings."
PSS is a distributor of medical products to physicians and elder care providers through two business units.
• Home nursing company Amedisys (Baton Rouge, Louisiana) reported closing the acquisition of TLC Health Care Services (Lake Success, New York) for $395 million in cash. TLC is a provider of home nursing and hospice services with 92 home health and 11 hospice agencies in 22 states and the District of Columbia.
Amedisys financed the buy with $500 million in new senior credit facilities replacing a three-year, $100 million unsecured revolving credit facility.
Amedisys said that it anticipates that the West Virginia regulatory approvals and separate closing will occur in 2Q08.