A Medical Device Daily
Symmetry Medical (Warsaw, Indiana) an independent provider of products to the orthopedic device industry and other medical markets, reported that it has signed a definitive agreement to purchase an orthopedic instrument manufacturing facility in New Bedford, Massachusetts from DePuy Orthopaedics (also Warsaw) for $45 million in cash, subject to adjustments.
Symmetry and DePuy will enter into a supply agreement, which will require DePuy to make minimum purchases from the New Bedford facility for a four-year period following the close of the acquisition. Symmetry expects to close the acquisition within 60 days.
Brian Moore, president/CEO of Symmetry, said, "We are delighted to announce this strategic agreement and the strengthening of our well established relationship with one of our major customers. The New Bedford facility is advantageous to Symmetry and its leading position as a supplier to the orthopedic industry on multiple levels. It adds a high quality instrument manufacturing facility and another skilled workforce to our operational group. In addition to the instrument purchases from DePuy, the facility offers additional capacity for further customer growth. We believe that the facility will strengthen our East Coast presence and will complement our strong global operational network. It will also allow us to increase our responsiveness and product offering to our global customer base and enable us to gain market share in the instrument arena."
Symmetry has also entered into a waiver and amendment to its existing Amended and Restated Credit Agreement with Wachovia Bank which will provide the required funding of the acquisition and which will also provide waivers to remove the earlier reported default status.
In other dealmaking news:
- Staar Surgical (Monrovia, California), a developer of minimally invasive ophthalmic products, reported that it has borrowed $5 million from Broadwood Partners under a senior promissory note to fund its purchase of the remaining interests of Canon Staar. This joint venture was formed by Staar, Canon and Canon Marketing Japan, in 1988 to develop, manufacture and sell in Japan products using Staar's technology. The pending purchase of the Canon companies' 50% interest in Canon Staar — first reported on October 26, 2007 — will result in Canon Staar becoming a wholly owned subsidiary of Staar, to be renamed Staar Japan. Broadwood provided the $5 million funding on Dec. 14, pursuant to a senior promissory note issued by Staar. The company said $4 million of the proceeds will pay the cash portion of the consideration to be paid for the Canon interests in Canon Staar, and the remainder will be used for related transaction and integration costs. The balance of the purchase price will be paid in the form of 1.7 million newly issued shares of convertible preferred stock. The note has a term of three years and bears interest at a rate of 7% per annum.
- Harvard Bioscience (Holliston, Massachusetts) a provider of tools to advance life science research, reported that its board has unanimously rejected an unsolicited written offer from Skystone Advisors to acquire all outstanding shares of common stock not already owned by Skystone and its affiliates for $5 a share. "After careful analysis and consideration, the board determined that Skystone's offer undervalued Harvard Bioscience," said Chane Graziano, Harvard Bioscience's CEO. "We believe our current strategy of combining tuckunder acquisitions with organic growth can deliver better value to all our stockholders than the Skystone offer."
- Gene Logic (Gaithersburg, Maryland) reported that it completed the sale of its Genomics assets to Ocimum Biosolutions, (Indianapolis) a life sciences R&D enabling company. As a result of the sale, Gene Logic received $7 million in exchange for its genomics assets; an additional $3 million is payable pursuant to a promissory note due 18 months from the date of closing. Ocimum has assumed certain liabilities associated with the Genomics assets and business. The Gene Logic name transfers to Ocimum Biosolutions and the company, formerly named Gene Logic, now has been renamed Ore Pharmaceuticals. The company's stock will trade under the ticker symbol GLGC for a few days and then will trade under its new ticker symbol ORXE. In addition to the drug repositioning and development business, the company retains specified assets and capabilities related to molecular diagnostics and will continue to explore strategic alternatives for these assets.
- C. R. Bard, (Murray Hill, New Jersey) reported that it has entered into a license agreement with Genzyme (Cambridge, Massachusetts) to manufacture and market the Sepramesh IP hernia repair product line and to incorporate the related Sepra coating technology into the development of future hernia repair applications. Bard's subsidiary Davol (Cranston, Rhode Island), will begin marketing the line immediately. Details of the agreement were not disclosed. The Genzyme Sepra technology is for adhesion protection following surgery and is used by Genzyme across a portfolio of products. The Sepramesh IP product incorporates a polypropylene mesh with a layer of Sepra material on one side. The product combines the strength of a permanent implant with a bioresorbable hydrogel barrier to minimize tissue attachment to the mesh. This protective coating is absorbed over time, resulting in a permeable, flexible hernia repair. Timothy Ring, CEO and chairman, commented, "There is a growing desire in the hernia repair market for products that reduce the amount of material that remains permanently in place. Looking at our broad portfolio of devices for hernia repair, absorbable barrier products represent one of the best near-term opportunities to enhance our offering. The Sepramesh IP product accelerates our entry into this space and represents a good growth opportunity for 2008 and beyond."
- Research Corportation Technologies (RCT; Tucson, Arizona) has granted GE Healthcare (Waukesha, Wisconsin) a nonexclusive license to pioneering patents owned by RCT that broadly cover ultrasound tissue harmonic imaging (THI). RCT received U.S. Patent No. 7,104,956, in September 2006; U.S. Patent No. 7,004,905 in February 2006; and U.S. Patent No. 6,206,833 in March 2001. Two other U.S. patents are pending. GE joins Royal Philips Electronics (Amsterdam, the Netherlands) and Acuson (Malvern, Pennsylvania), a Siemens (Munich, Germany) company, as a licensee of the tissue harmonic imaging technology. RCT continues its efforts to license the technology broadly to the ultrasound industry.
- The Ensign Group, (Mission Viejo, California) the parent company of the Ensign group of skilled nursing, rehabilitative care services and assisted living companies, said it has purchased two skilled nursing facilities in California and one assisted living facility in Arizona for about $12.8 million. The three facilities, were acquired from affiliates of Healthcare Property Investors (Long Beach, California), which has previously sold two other facilities to Ensign affiliates. The acquisitions were completed by three separate holding affiliates of The Ensign Group. Prior to the acquisitions, operating subsidiaries of The Ensign Group, operated these three facilities under a master lease agreement, which was terminated upon the closing of the transaction. These three operators will continue to operate the facilities under new leases with the acquiring Ensign affiliates. Proceeds of Ensign's recent initial public offering were used to complete the transactions.