A Medical Device Daily

Boston Scientific (Natick, Massachusetts) reported completing the previously disclosed sale of its Fluid Management and Venous Access businesses to Avista Capital Partners for $425 million in cash (Medical Device Daily, Dec. 17, 2007).

The company previously reported its intent to sell these businesses as part of its plan to divest non-strategic assets. With these sell-offs, the company said it has divested all five non-strategic units it had previously planned to divest.

It said it expects to record an after-tax gain of about $120 million in 1Q08 in connection with the transaction.

“The sale of the Fluid Management and Venous Access businesses completes our previously announced plans to divest five non-strategic businesses,” said Jim Tobin, president/CEO of Boston Scientific. “These divestitures — together with our expense and head count reductions and business restructuring — are helping to realign our cost structure and simplify our operating model. The positive impact of these efforts will help us achieve our overall goals of restoring profitable growth, increasing shareholder value and strengthening Boston Scientific for the future.”

Ron Sparks, an Avista healthcare industry advisor, will become CEO and chairman of the new company. Dave McClellan, president of Boston Scientific’s oncology business, will become president of the new company.

Avista said financing for the transaction was arranged by GE Capital and RBS Greenwich Capital. Ropes & Gray served as legal counsel and RBS Greenwich Capital served as financial advisor to Avista.

In other dealmaking news:

• Baird Capital Partners (BCP), the U.S.-based buyout fund of Baird Private Equity, reported it has acquired Ellman International (Oceanside, New York), a manufacturer of surgical devices used in medical, dental and veterinary procedures in the U.S., Europe and Asia. Co-investors include Thrivent Financial for Lutherans, Rick Epstein, Ellman International management, and CIT Healthcare, which provided senior debt for the deal.

BCP appointed Rick Epstein as Ellman’s new CEO. Epstein is an executive-in-residence working with BCP to source and evaluate new healthcare investment opportunities.

“Ellman’s product portfolio enables medical professionals to perform surgical procedures that produce less tissue damage, scarring and pain than the competition. These products are in higher demand as customers seek these advantages from their dermatologists and plastic surgeons among other specialties,” said Epstein.

• The board of Lifecore Biomedical (Chaska, Minnesota) reported that the “go-shop” process conducted on its behalf by Piper Jaffray & Co., the independent financial advisor to Lifecore’s board, has ended.

Lifecore said that during the “go-shop” process, Piper Jaffray & Co. held discussions with more than 50 potential transaction partners but no proposal was received that constitutes, or is reasonably likely to result in, a proposal superior to that contemplated via the company’s proposed $239 million buyout by Warburg Pincus, disclosed last month (MDD, Jan. 16, 2008).

Hence, no parties are designated as excluded parties in accordance with the terms of the merger agreement, the company said.

Lifecore was permitted to initiate, solicit and encourage alternative proposals for a 30-day period following the date of the merger agreement.

With expiration of the “go-shop” period and in the absence of excluded parties, Lifecore said it is working with Warburg Pincus to complete the tender offer and merger “in a timely manner,” subject to certain conditions including that the holders of at least a majority of Lifecore’s common stock tender their shares and required regulatory approvals are received. The deal represents about a 30% premium over the average price of Lifecore shares over the prior 30 days before the offer was made in January.

Lifecore makes biomaterials and devices through its two divisions: dental and hyaluronan.

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