A Medical Device Daily

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, or 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 its 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 news:

• Haemonetics (Braintree, Massachusetts), a developer of blood management solutions, and Haemoscope (Niles, Illinois), a private blood diagnostic company, reported that Haemonetics will acquire Haemoscope’s TEG Thrombelastograph Hemostasis Analyzer business for $44 million cash. The acquisition is expected to close within the next several weeks.

Haemonetics develops products designed to optimize the management and use of blood resources, including blood collection and separation technologies, surgical blood salvage systems and software and consulting services.

Haemoscope says that it has shown that by using the TEG system, hospitals can reduce their need for blood transfusions, on average, by 20% or more annually. The TEG system is designed to predict a patient’s risk of bleeding and thrombotic complications and enable personalized therapy.

Brad Nutter, Haemonetics’ president/CEO, said that the acquisition “strengthens our vision of being a global leader in blood management... . Haemoscope expands Haemonetics’ product portfolio by providing clinicians with a diagnostic tool to optimize blood management practice.”

• Crdentia (Dallas), a healthcare staffing company, said it has agreed to acquire Medical People Healthcare Services (MPHS; Montgomery, Alabama), a provider of temporary nursing and alliedhealth staff to healthcare facilities inthe Alabama market. Crdentia will pay $750,000 in cash and provide $500,000 in a three-year note payable.

About 65% of MPHS’s revenues are fromhealthcare staffing in the nursing home segment, with the remainingrevenues from services to local hospitals and other healthcare facilities.

Crdentia said it expects the acquisition to close in the next two weeks and that it will be immediately accretive to Crdentia.