A Medical Device Daily

Roche (Basel, Switzerland) and Ventana Medical Systems (Tucson, Arizona) reported that Roche has completed the tender offer for the outstanding shares of Ventana. As of the expiration of the subsequent offering period, Rocket Acquisition, a subsidiary of Roche, had purchased a total of about 34.55 million shares of Ventana common stock, about 93.7% of Ventana’s outstanding shares.

All shares tendered in the offer, which values Ventana shares at $89.50 each ($3.4 billion) have been accepted, and the consideration for all such shares has been paid or will promptly be paid, Roche said.

Roche said it expected to complete the acquisition of Ventana Feb. 25 through a short-form merger, without a vote or meeting of Ventana’s shareholders.

“This is a truly exciting day for Roche. Ventana broadens Roche’s diagnostic offerings and complements Roche’s strong existing position in in vitro diagnostic systems. Incorporating Ventana will enhance our position as the world’s leading, personalized healthcare company,” said Franz Humer, CEO and chairman of Roche. “We are happy to officially welcome Ventana’s employees to the Roche Group and will begin the integration of our businesses immediately.”

Greenhill & Co. and Citi are acting as financial advisors to Roche and Davis Polk & Wardwell is acting as legal counsel.

Elekta (Stockholm, Sweden), a provider of clinical solutions for radiation therapy and radiosurgery, said it has agreed to acquire CMS (St. Louis) for about $75 million in Cash. Transaction close is expected in March.

CMS develops radiation therapy planning solutions and supports more than 1,500 clinical sites worldwide.

“The people, products and market position of CMS are highly complementary to Elekta’s corporate structure, technology portfolio and R&D roadmap,” said Tomas Puusepp, president/CEO of Elekta. Both Elekta’s and CMS customers will benefit from our combined strength in product development and support.”

Elekta said that CMS, with several leading solutions in clinical use and a pipeline of advanced functionality in development, will contribute to its strategy in radiation therapy planning. It said that CMS is the market leader in treatment planning for proton therapy with eight installations in clinical use. It said that integrating these solutions with the company’s Mosaiq information management system will reinforce its leadership in software systems for proton therapy facilities and strengthen the collaboration between Elekta and its current partners.

CMS has 300 employees, with regional offices in Tampa, Florida; Freiburg, Germany; Tokyo; Sydney, Australia; and Shanghai, China.

In other dealmaking news:

• I-Flow (Lake Forest, California) reported completing the $25 million acquisition of AcryMed (Portland), a developer of infection control and wound healing products, first disclosed in December (MDD, Dec. 28, 2007).

AcryMed developed the nanoparticle treatment process for the silver coating on I-Flow’s ON-Q SilverSoaker catheters with SilvaGard and has been treating the catheters since I-Flow developed the product line in 2005. AcryMed will also manufacture for I-Flow a new line of silver transparent wound-site dressings, which I-Flow said it expects to bring to market in the first half of this year.

AcryMed also is pursuing R&D for new wound-care technologies and has licensed a portion of these technologies for infection control and wound-care products.

• Pediatrix Medical Group (Fort Lauderdale, Florida) reported completing the acquisition of Northside Women’s Specialists (Atlanta), providing maternal-fetal medicine and obstetrical and gynecological services. Pediatrix paid cash, the amount not disclosed, for the practice; the transaction is expected to be accretive to earnings.

The group provides care at four physician offices in northern Atlanta and delivers babies at Atlanta’s Northside Hospital, while providing consultations for patients at Gwinnett Medical Center, Emory Johns Creek Hospital, and North Fulton Regional Hospital.

With the acquisition, Pediatrix ssays it has more than 115 affiliated maternal-fetal medicine physician subspecialists practicing throughout the country.

• Quest Diagnostics (Lyndhurst, New Jersey), a provider of diagnostic testing, information and services, reported that it has licensed rights to uses of the Septin 9 DNA methylation biomarker from Epigenomics (Berlin) to develop a molecular-based laboratory test for helping to detect colorectal cancer, based on a patient’s blood specimen. Financial terms were not disclosed.

Methylation of the Septin 9 gene is a marker in blood plasma of colorectal cancer, Quest said. It said it plans to develop the test as a supplement to conventional methods of colorectal cancer screening, including colonoscopy and fecal occult blood tests.

Quest said it is the first commercial lab in the U.S. to license uses of the Septin 9 biomarker from Epigenomics with the goal of developing a blood-based test. Quest has exclusive rights for an undisclosed period to develop and offer an assay based on the technology.

Epigenomics has demonstrated that methylated DNA of the Septin 9 gene in blood plasma indicates the presence of colorectal cancer in early stages.

Joyce Schwartz, MD, VP and chief laboratory officer for Quest, said “Too often, patients fail to undergo a colonoscopy or conduct other types of colorectal cancer screenings ... . A blood test for detecting colorectal cancer, once developed, will be a convenient option that complements other screening methods.”