A Medical Device Daily

C.R. Bard (Murray Hill, New Jersey) said it has agreed to acquire all the outstanding shares of Specialized Health Products International (Bountiful, Utah) for $1 a share in cash, or $68.4 million. Bard’s subsidiary, Access Systems (Salt Lake City), will assume marketing responsibility for the related products, the company said.

The deal is subject to approval by the shareholders of Specialized Health Products and customary closing conditions.

Specialized Health Products makes vascular access products, including winged infusion sets, which are used to deliver therapeutic agents through vascular access ports. Many of its devices, including the SafeStep Huber Needle Set, are designed to reduce the risk of accidental needlesticks for both patients and clinicians, according to the company. Specialized Health Products is an original equipment supplier of winged infusion sets to Bard.

“Infusion sets are an important component of our market-leading vascular access port line and help give Bard a full range of devices for port-based therapies,” said Timothy Ring, CEO and chairman of Bard. “The SafeStep technology provides a differentiated approach to reducing needlestick injuries and the associated risk of transmitting blood-borne pathogens. This acquisition represents a good strategic addition to our port franchise.”

Bard makes vascular, urology, oncology and surgical specialty products.

According to Specialized Health Products, the transaction price represents a premium of 20% to its stockholders based upon an average closing price of 83 cents for the last 30 trading days. The deal value of $68.4 million also represents a multiple of 3.6 times the company’s 2007 revenue and 16.2 times its 2007 earnings before interest, taxes, depreciation and amortization.

Jeff Soinski, president/CEO of Specialized Health Products, said that the company believes it has reached a point where “significant additional investment would be required to build infrastructure and to develop or acquire new product lines to continue strong growth rates on a stand-alone basis beyond 2008.”

Agreeing to a merger with Bard is in the best interest of stockholders in light of the value of the offer and the risks and investment required to further grow the business, he said.

The transaction is subject to approval by Specialized Health Products stockholders as well as other customary regulatory approvals. According to the company, stockholders representing about 29% of Specialized Health Products’ outstanding shares, including its largest stockholder, the private-equity firm of Galen Partners, which holds roughly 22% of the outstanding shares, have agreed to vote their shares in support of the deal. The transaction is expected to close late in the 2Q08.

CIT Capital Securities acted as financial advisor and provided a fairness opinion to Specialized Health Products. Dorsey & Whitney acted as the company’s legal advisor.

Cytogen (Princeton, New Jersey) reported a definitive merger agreement with EUSA Pharma (Doylestown, Pennsylvania) to be acquired for about $22.6 million. All outstanding shares of Cytogen would be converted into 62 cents a share in cash, which represents about a 35% premium over Monday’s closing price of 46 cents, the company noted.

Cytogen is a specialty pharmaceutical company developing a portfolio of oncology products. EUSA is a transatlantic specialty pharmaceutical company focused on oncology, pain control and critical care.

Cytogen said it has been reviewing alternatives to enhance its future growth potential and its pipeline and to maximize shareholder value since November 2007.

The merger is subject to approval by Cytogen’s majority shareholders, as well a certain regulatory review and customary closing conditions. The deal is expected to close in 2Q08. EUSA said it intends to apply to delist all of Cytogen’s issued shares from the Nasdaq stock market.

ThinkEquity Partners acted as financial advisor to Cytogen. Morgan, Lewis & Bockius acted as legal advisor, and Janney Montgomery Scott provided a fairness opinion to the company’s board of directors. Ferghana Partners acted as financial advisor to EUSA and McCarter & English acted as its legal advisor.

In other dealmaking news: Cogdell Spencer (Charlotte, North Carolina) reported that it has acquired 100% of the stock of Marshall Erdman and Associates (Erdman; Madison, Wisconsin), a firm that specializes in building healthcare facilities throughout the U.S. According to Cogdell, the merger creates the “largest and most integrated healthcare real estate company in the country,” with more than 600 employees nationwide.

The $247 million merger, first disclosed in January (Medical Device Daily, Jan. 25, 2008), was financed through a $100 million term loan arranged by Keybank National Association; an $85 million rollover equity held by Erdman’s principal shareholders and members of its management team; and a new $150 secured line of credit arranged by Bank of America.