A Medical Device Daily

Opto Circuits (Bangalore, India) reported that it has entered into a definitive agreement to acquire Criticare Systems (Waukesha, Wisconsin) for $5.50 per share, for an aggregate price of about $68 million (including debt and cash).

The offering price represents a premium of 65% to the average price of Criticare common stock over the preceding three months and a premium of 19% to the closing price of Criticare common stock on Friday of $4.62.

A wholly-owned subsidiary of Opto will make an all cash tender offer for all outstanding shares of Criticare common stock and then merge with Criticare. The board of Criticare has unanimously recommended that its stockholders accept the offer and tender their shares.

"We are delighted to expand our presence in patient monitoring through this acquisition," said Vinod Ramnani, chairman and managing director of Opto Circuits. "This transaction will open many new global markets for Criticare's products and will greatly enhance Opto Circuits' product offering and presence in the United States."

Opto Circuits must acquire 65% of Criticare's outstanding shares in order for the merger to be consummated.

Although the definitive agreement contains restrictions on Criticare's ability to solicit and initiate discussions with third parties regarding other proposals to acquire it, the company's board said it is allowed in certain circumstances under the terms of the agreement to respond to an unsolicited offer to acquire Criticare if the unsolicited offer is reasonably likely to be more favorable to its stockholders than the Opto offer.

In the event of termination of the merger agreement under specified circumstances, Criticare will be required to pay Opto a termination fee of $1 million. In the event that Opto is unable to secure financing, the merger agreement may be terminated by Criticare and Opto will owe Criticare a termination fee of $1 million.

Upon completion of the merger, Criticare will become a wholly-owned subsidiary of Opto Circuits.

Roth Capital Partners acted as financial advisor to Criticare in the transaction and delivered a fairness opinion to Criticare's board.

Opto Circuits is a manufacturer of healthcare equipment whose products include digital thermometers, sensors, probes, pulse oximeters, patient monitoring systems, cardiac stents and catheters.

Criticare designs patient monitoring systems and noninvasive sensors for a wide range of hospitals and alternate healthcare environments.

Regenerative medicine company Organogenesis (Canton, Massachusetts) reported the acquisition of NanoMatrix (Baton Rouge, Louisiana) for an undisclosed sum.

NanoMatrix's platform technology develops designer scaffolds for the purposes of regenerative medicine, based on the fabrication technique known as electrospinning. Electrospinning is a method of producing and assembling nano-scale fibers into three-dimensional scaffolds, which mimic the structure and biochemical environment of the human body's tissues. NanoMatrix's core technology makes it possible to mimic the three-dimensional architectural structure that is essential for the body's natural growth and repair processes, it said.

"This acquisition strengthens Organogenesis' position as the leading innovator in developing three-dimensional regenerative medicine constructs," said Geoff MacKay, CEO of Organogenesis. "The technology platforms of Organogenesis and NanoMatrix are highly complementary. Our innovative electrospinning techniques enable researchers to develop the most cell-friendly scaffolds and physiologically-realistic tissues to date, translating into greater clinical benefit for the patient."

Organogenesis is the first company to successfully mass-produce living regenerative medicine products, reaching hundreds of thousands of patients. Its Apligraf product, is the first bio-engineered cell therapy to have received FDA approval, and is used by doctors in treating patients with diabetic foot ulcers and venous leg ulcers in the U.S. and other markets across the world.

"Researchers have used electrospinning techniques to produce a variety of material, including vascular grafts, nerve guides, tendon and skin," said MacKay. "With such expansive capabilities, the list of applicable indications for electrospinning is vast."

In other dealmaking news: Healthcare software company Eclipsys (Atlanta) said it bought Enterprise Performance Systems (EPS; St. Louis) for about $53 million in cash.

EPS offers web-based financial-management software, with a focus on healthcare providers. "Eclipsys is committed to helping health care providers improve how they manage their businesses in today's financially challenging healthcare environment," said R. Andrew Eckert, Eclipsys president/CEO. "The acquisition of EPS reinforces our commitment to the financial decision support space, and we look forward to building on our company's leadership position in this market."

EPS's management and employees are expected to continue with the business.

EPS provides a comprehensive suite of web-based applications that automate flexible budgeting, productivity, cost accounting, financial modeling, contract management, product-line analysis, enterprise-wide reporting and executive dashboard presentation. EPS's software is suitable for hospitals and health systems of virtually any size because of the software's innovative design.