A Medical Device Daily

MBF Healthcare Acquisition (MBH; Coral Gables, Florida), a publicly traded special purpose acquisition company, reported that it has signed a definitive stock purchase agreement with Critical Homecare Solutions Holdings (CHS; Conshohocken, Pennsylvania), a provider of comprehensive home infusion therapy and specialty infusion services.

MBH will acquire all of the outstanding capital stock of CHS, a Kohlberg & Co. portfolio company, for $420 million. Upon completion of the acquisition, MBH will change its name to Critical Homecare Solutions, and expects its common stock to continue trading publicly on the American Stock Exchange.

MBH said it intends to fund the purchase price and the acquisition costs and provide additional capital to CHS for growth and expansion through a combination of about $180 million of cash in its trust account, about $180 million of debt provided by Jefferies Finance, a $35 million equity issuance of MBH common stock to Kohlberg & Co., other stockholders of CHS and certain senior members of CHS management, and a commitment from MBF Healthcare Partners to acquire up to an additional $50 million in shares of MBH common stock.

The boards of both companies have unanimously approved the transaction.

The shares of MBH common stock to be issued to Kohlberg & Co., other stockholders of CHS and certain senior members of CHS management and the shares that are subject to the commitment from MBF Healthcare Partners will be priced at $7.65.

Acquisition closing is conditioned on holders of less than 30% of the shares of MBH common stock issued in its IPO voting against the acquisition and electing to convert their MBH common stock into cash, as permitted by the company’s amended and restated certificate of incorporation.

MBH said it anticipates completing the acquisition in 2Q08.

The combined company will be led by Robert Cucuel, president/CEO of CHS.

“We are very pleased with the attention received by MBF Healthcare Acquisition Corp. as they recognized the value of our business, our acquisition track record and the opportunities for consolidation in the home infusion industry. The transaction with MBF meets our goal of becoming a publicly traded company. We are well positioned to continue our growth strategy that in less than two years has enabled us to become one of the largest providers of home infusion therapy and specialty infusion services,” said Cucuel.

The home infusion industry is estimated to be about a $5 billion market, growing at around 7% a year, due to constructive cost setting for payers, a favorable reimbursement environment, and positive demographic trends, according to MBH.

Enigma Diagnostics (Porton Down, UK), a developer of molecular diagnostics systems, reported that it has signed license agreements with Applera (Norwalk, Connecticut). The llicense agreements for a Real-Time Instrument patent and an Application Kit license agreement.

Financial terms were not disclosed.

The agreements provide Enigma with access under patents owned or controlled by Applera for real-time PCR thermal cyclers and real-time PCR methods and compositions in specific fields.

The license agreement covers Enigma’s current and pipeline instrument platforms of automated, real-time thermal cyclers across the commercial market sectors of research and applied markets. It also provides Enigma with an option for a license in clinical diagnostics.

The Application Kit license agreement is for patents covering reverse transcription-based methods, real-time PCR detection process and 5’ Nuclease assays and compositions, for use in fields excluding human diagnostics.

Enigma is developing diagnostic instrument platforms for the detection and identification of infectious organisms, such as bacteria and viruses, in clinical, environmental and biological samples.

In other dealmaking news:

• Radiation Therapy Services (RTS; Fort Myers, Florida) reported that its shareholders voted at a special meeting to approve the plan of merger between it and RTS MergerCo.

RTS, which operates radiation treatment centers primarily under the name 21st Century Oncology, reported in October that it had entered into an agreement to be purchased by Vestar Capital Partners (New York) for $32.50 a share, plus assumed debt, for a deal valued at $1.1 billion (Medical Device Daily Oct 23, 2007).

Holders of 18,057,310 shares, representing about 99.7% of the total number of shares of common stock that voted on the matter, voted in favor of approval of the merger.

The company said it expects the merger to be consummated on Feb. 21,

As previously disclosed, two lawsuits were filed in connection with the proposed merger, on Oct. 24, 2007, and Nov. 16, 2007, against the company, each of the company’s directors and Vestar Capital Partners as purported class actions on behalf of the public shareholders of the company in the Circuit Court of Lee County, Florida.

On Jan. 3, the plaintiff in the first case voluntarily dismissed his claims. The second case was settled in principle on Feb. 1 by the parties with no admission of any liability. The settlement is subject to court approval and consummation of the merger. At this time there are no other pending actions challenging the proposed merger, the company said.

Since its founding in 1983, RTS has created what it says is the nation’s largest radiation-focused operator of freestanding radiation treatment centers. The company provides a range of radiation therapy services to cancer patients. The company’s 83 treatment centers are in 27 markets in 16 states, including Arizona, California, Florida, and North Carolina.

• Bederra (Houston) President Graham Williams reported that it has sent an “expression of interest letter” to a privately held, Houston-based, healthcare services company, unnamed, to negotiate the purchase of that company.

Bederra said that company has contracts to provide specialty services to hospitals, clinics and physician practices nationwide and has offices in several states. The targeted acquisition generates $9 million in annual revenues and is profitable, Bederra said.

Last month, Bederra reported it had agreed to acquire the assets receivables and liabilities of privately held Lumar Diagnostic Imaging (Houston) (MDD, Jan. 24, 2008), a company formed to provide multi-modality diagnostic imaging services such as MRI, CT, ultrasound and pain management.