A Diagnostics & Imaging Week

Hologic (Bedford, Massachusetts) and Cytyc (Marlborough, Massachusetts) last week reported the completion of the combination of the two firms, creating one of the largest companies in the world focused on advanced technology for women’s health.

The companies first disclosed the $6.2 billion merger in May.

Cytyc shareholders received 0.52 shares of Hologic common stock and $16.50 in cash for each share of Cytyc common stock held by them, with aggregate consideration paid to Cytyc shareholders totaling about $6.2 billion, payable in about 65.8 million shares of Hologic common stock and about $2.1 billion in cash. Hologic will continue to trade on the Nasdaq Global Select Market under the symbol HOLX while Cytyc will become a wholly-owned subsidiary of Hologic and its shares ceased trading on the Nasdaq as of the close of trading yesterday.

Also Hologic reported that Cytyc initiated an offer to repurchase any and all of Cytyc’s outstanding 2.25% senior convertible notes due 2024.

The indenture governing the notes requires Cytyc to make the offer as a result of the merger. Cytyc is offering to purchase the notes for cash at a purchase price, per $1,000 principal amount, equal to 100% of the principal amount, together with $4.1875 per $1,000 principal amount, representing accrued and unpaid cash interest to, but excluding, Nov. 21, 2007.

In the event that all of the outstanding notes are tendered in the tender offer, the aggregate purchase price required for Cytyc to purchase the tendered notes is estimated to be about $69.5 million. The tender offer for the notes will expire at 11:59 p.m., EDT, Nov. 21, unless extended or earlier terminated. Cytyc expects to fund the tender offer with cash on hand.

As a result of the merger, each $1,000 principal amount of the notes is now convertible at the option of the holder at any time and from time to time into $556.11765 in cash and 17.526132 shares of Hologic common stock.

In other dealmaking activity:

• Sagemark Companies (New York) reported that Premier Oncology of New Jersey, owned by Premier Oncology, Sagemark’s subsidiary, has entered into a joint venture (j-v) with Saint Clare’s Hospital (Dover, New Jersey) to establish a radiation therapy center to be located on the campus of Saint Clare’s Hospital.

The center, Advanced Radiation Therapy, will feature a TomoTherapy Hi-Art system, an advanced radiation therapy cancer treatment system, which will complement Saint Clare’s Cancer Care.

Saint Clare’s Hospital will manage the operations of the center and will own 51% of the venture. The radiation therapy center is expected to open next spring, subject to certain terms and provisions of the j-v agreements.

Saint Clare’s Hospital is part of the Saint Clare’s Health System, northwest New Jersey’s largest community healthcare system, which recently entered an agreement to become a member of Catholic Health Initiatives (CHI).

Sagemark owns, operates and administers out-patient medical diagnostic imaging centers that use PET, and PET and PET/CT equipment.

• Grant Life Sciences (Los Angeles) said it has signed an agreement with Dr. Peter Sveshnikov and Dr. Vsevolod Kiselev of the Russian Federation, for the in-licensing of technologies that are, according to Grant, highly complementary to its antibody-based test for detecting cervical cancer.

The intellectual property associated with the Sveshnikov/Kiselev technology has been developed as a result of funding from the U.S. State Department’s Bio-Industry Initiative (BII) program, designed to foster medical and other biological R&D in the former Soviet Union by converting former biowarfare scientists to peacetime activities.

Sveshnikov and Kiselev have developed an enzyme-linked immunosorbent assay (ELISA) to detect specific cancer-causing proteins from the human papillomavirus (HPV) — the obligate cause of cervical cancer — within cervical mucous and cells. The test uses certain monoclonal antibodies against these cancer-causing HPV proteins for detection. Thus far, the test is designed to detect cancer-causing proteins from HPV types 16 and 18 which, collectively, are responsible for most cervical disease, Grant said.

This type-specific antigen test, once fully validated and expanded to include additional types of HPV associated with cervical dysplasia and cancer, is expected to be a synergistic and complementary test to existing Pap technology. It is expected to provide for low-cost HPV testing as currently performed in Western countries, without the need for additional cervical specimens beyond what is now taken. In addition, large capital outlays would not be required, as most laboratories can readily do ELISA testing.

Sveshnidov/Kiselev reported that they have tested their technology with 1,000 Russian samples to confirm its potential. Grant said it would be further validating with more specimens from Russia and other parts of the world.

Grant develops diagnostic kits for the screening and diagnosis of diseases with emphasis on women’s health, infectious diseases and cancers.