A Medical Device Daily

Ventana Medical Systems (Tucson, Arizona), a developer of tissue-based cancer diagnostics, has again has responded to an unsolicited tender offer from Roche Holdings (Basel, Switzerland) – its fifth such offer — to acquire all outstanding shares of Ventana for $75 in cash per common share.

Christopher Gleeson, president/CEO of Ventana, said, “Our board of directors continues to recommend that stockholders not tender any of their shares to Roche at this inadequate price. Our discussions with Roche under the confidentiality agreement are progressing, and we remain committed to providing superior value to our investors.”

On Nov. 13, Ventana entered into a confidentiality agreement with would-be suitor Roche, allowing Roche to commence due diligence and have access to non-public information regarding Ventana (Medical Device Daily, Nov. 15, 2007).

Ventana said it believes this move would allow Roche to better understand the company’s prospects and the value in companion diagnostics, and that it could break up the logjam that has been Roche’s ineffective tender offer that values the company at $75 a share, or about $3 billion.

Ventana shareholders have been aggressively cool to Roche’s offer, first disclosed at the end of June (MDD June 27, 2007), after months of what Roche said were fruitless private advances.

According to Ventana, less than 0.2% of Ventana’s roughly 35 million outstanding shares have been tendered into the Roche offer.

In other dealmaking news:

• Micrus Endovascular (San Jose, California) and privately held Genesis Medical Interventional (Redwood City, California) said that they have entered into an agreement granting Micrus the rights to Genesis’ F.A.S.T. Funnel Catheter and clot retrieval system for the treatment of ischemic stroke.

The transaction includes an initial upfront payment, future development milestone payments and an undisclosed royalty on potential future products sales. The amounts of these payments were not disclosed.

John Kilcoyne, CEO and chairman of Micrus, said, “Gaining access to this novel occlusion technology clearly expands our product offering and reach into the ischemic stroke market. Additionally, because of the F.A.S.T. Funnel Catheter’s proprietary design, we believe that it will also provide a platform to be used in combination with a number of devices for the treatment of ischemic stroke.

“The F.A.S.T. Funnel Catheter system is designed to quickly and easily facilitate the endovascular removal of blood clots and other obstructions while potentially eliminating the limitations inherent in other clot retrieval devices.”

The Genesis system is a line of medical devices comprised of a funnel deployed at the distal end of the catheter through which a physician can deploy a clot retrieval system with an umbrella or parachute-like device. This design harnesses a patient’s blood pressure to provide the sealing force for occlusion. Clots and other debris are removed and the device is then collapsed and removed from the patient.

• Laboratory Corporation of America Holdings (LabCorp; Burlington, North Carolina) reported an exclusive license agreement with Duke University Medical Center (Durham, North Carolina) to commercialize Duke’s new blood-based assay for early detection of lung cancer. Financial terms were not disclosed.

According to statistics from the American Cancer Society (Atlanta), there were 174,000 new cases of lung cancer and 164,000 deaths from this disease in the U.S. in 2006. Lung cancer has a high mortality rate if not detected early and accounts for the most cancer-related deaths annually in the U.S.

LabCorp says that biomarkers that identify high-risk individuals may complement imaging studies and lead to improved patient care.

The Duke technology is based on a collection of serum proteins associated with the biology of lung cancer. A preliminary study describing this technology was published in the Dec. 10, 2007, edition of the Journal of Clinical Oncology. Duke and LabCorp said that they expect to conduct additional clinical studies with the biomarker technology prior to its commercial introduction by LabCorp.

• SunLink Health Systems (Atlanta) reported that it has retained Stephens Inc. for the purpose of advising the board of SunLink in connection with an evaluation of the company’s strategic alternatives, including, among others, (i) the proposal by Resurgence Health Group (Sugar Hill, Georgia) to acquire SunLink for $7.50 per share in cash and (ii) whether it would be in the best interest of SunLink, its shareholders and other applicable constituencies to remain an independent public company and continue to pursue SunLink’s existing business plan.

SunLink currently operates seven community hospitals and related businesses in the Southeast and Midwest. Each SunLink facility is the only hospital in its community.

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