A Diagnostics & Imaging Week

E-Z-EM (Lake Success, New York) yesterday reported that it will be acquired by Bracco Diagnostics (Princeton, New Jersey), a subsidiary of Bracco Imaging and part of the Bracco Group (both Milan, Italy), for $241 million.

Bracco will acquire all outstanding shares of E-Z-EM for $21 a share in cash, representing a roughly 32% premium over the 10-day average closing per-share price for E-Z-EM as of Oct. 29, the last trading day prior to announcement of the transaction.

As of Sept. 1, E-Z-EM reported that it had no debt outstanding and $44 million in cash, cash equivalents and marketable securities. Concurrently with the transaction, Bracco entered into an agreement with certain E-Z-EM stockholders, representing about 34% of E-Z-EM’s outstanding shares, in which the stockholders have agreed to vote their shares in favor of the merger.

E-Z-EM said the transaction represents “the culmination of a comprehensive strategic alternatives process” by its board over the past year to identify the best alternative to create value for shareholders.

The independent members of the board have unanimously approved the merger and recommend its adoption by shareholders.

“E-Z-EM has had a long association with Bracco Group, as we manufacture one of their oral imaging products and Bracco represents E-Z-EM in Italy as our distributor,” said Anthony Lombardo, president/CEO of E-Z-EM. “We believe that this alignment will enhance the combined companies’ ability to serve an increasingly competitive marketplace, as it creates a global powerhouse in diagnostic imaging well positioned to offer customers a comprehensive set of clinical solutions.”

Completion of the transaction, contingent upon the satisfaction of customary closing conditions, including the approval of a majority of its shareholders and regulatory approval, is expected to close in early 2008.

RBC Capital Markets served as financial advisor to E-Z-EM on the merger and the review of strategic alternatives, and provided a fairness opinion. Credit Suisse Securities and Evercore Partners served as financial advisors to Bracco Diagnostics.

Ventana Medical Systems (Tucson, Arizona), a developer of tissue-based cancer diagnostics, responded to Roche Holdings (Basel, Switzerland) decision to extend for the fourth time its unsolicited tender offer to acquire all outstanding shares of Ventana for $75 in cash per common share, about $3 billion.

The tender offer has been extended by Roche to 5 p.m., EDT, Jan. 17, 2008, despite almost total lack of interest in the offer by Ventana shareholders.

“More than 99.5% of our investors have now essentially turned down Roche’s inadequate offer four times, and yet Roche persists with its futile and costly tactics,” said Christopher Gleeson, president/CEO of Ventana. “Virtually all of our investors agree with us that $75 is a non-starter and they recognize that we are gaining real momentum in our marketplace. We are proud of our people who are continuing to perform extremely well despite the potential for distraction, and we are grateful to our shareholders for their continued support.”

Ventana notes that less than 0.2% of Ventana’s roughly 35 million outstanding shares were tendered into the Roche offer after the third extension, which expired today.

“Our board continues to recommend that shareholders not tender any of their shares to Roche and reinforces its commitment to providing superior value by continuing to successfully execute on its strategic plan and capitalize on the many opportunities ahead,” Gleeson added.

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

Roche says the tender offer share price represents a 44% premium to Ventana’s close of $51.95 on June 22 (the last trading day prior to the announcement of Roche’s offer) and a 55% premium to its three-month average, as of the same date, of $48.30. As of the close of business on Oct. 29, Roche said about 63,711 Ventana shares had been tendered.

In other dealmaking activity:

• Celera (Rockville, Maryland) said it has completed the acquisition of substantially all assets of Atria Genetics (South San Francisco, California) for about $33 million in cash.

The deal was first disclosed last month.

Atria has a line of human leukocyte antigen (HLA) testing products that are used for identifying potential donors in the matching process for bone marrow transplantation. It was a privately held company with 13 employees, all of whom are expected to be integrated into Celera, the company said.

Celera anticipates that the acquisition will be accretive to earnings in the second half of fiscal 2008, excluding the impact of acquisition-related intangible amortization and transaction and integration expenses. The anticipated accretion will be included in Celera’s outlook for fiscal 2008 when the business presents its results for the first quarter of fiscal 2008, the company noted.

Earlier this month Celera completed its $195 million acquisition of Berkley HeartLab (Burlingame, California) earlier this month.

Celera is the molecular diagnostics business of Applera (Norwalk, Connecticut).