A Medical Device Daily

TomoTherapy (Madison, Wisconsin), a company developing radiation treatments for cancer, said Thursday that its public offering of 8.5 million shares of common stock will be priced at $22.25 a share, placing the value of the stock sale at more than $189.1 million.

The price represents a discount of 4% from Wednesday’s closing price of $23.26.

The company reported filing a registration statement with the Securities and Exchange Commission (SEC) for the offering last month (Medical Device Daily, Sept. 24, 2007). The offering is scheduled to close Tuesday. Certain shareholders of TomoTherapy are selling all of the shares in the offering and the company will not directly receive any proceeds from the offering.

The selling shareholders also will grant the underwriters an option to buy up to an additional 1,275,000 shares at the offering price to cover over-allotments, adding more than $28 million in potential proceeds. The company won’t receive any proceeds from the sale of the shares but will pay the expenses of the offering, excluding underwriting discounts.

Merrill Lynch acted as sole-bookrunning manager, and Piper Jaffray, Thomas Weisel Partners, Robert W. Baird and William Blair acted as co-managers for the offering.

TomoTherapy makes the TomoTherapy Hi Art treatment system, an advanced and versatile radiation therapy system for the treatment of a wide variety of cancers. The Hi Art treatment system is designed to combine integrated CT imaging with radiation therapy to deliver radiation treatments with speed and precision while reducing radiation exposure to surrounding healthy tissue.

According to the SEC filing, the Hi Art system is TomoTherapy’s only product and it has been marketing the system since 2003. The company said it expects to generate all of its revenue from sales of the Hi Art system and post-warranty service contracts for it.

For the years ended Dec. 31, 2005 and 2006, TomoTherapy reported revenue of $75.8 million and $156.1 million, respectively. For the six months ended June 30, 2006 and 2007, the company had revenue of $59.3 million and $94.9 million, respectively.

TomoTherapy also noted in the SEC filing that the Hi Art system has a long sales cycle and high unit price, which it said might contribute to “substantial fluctuations” in the company’s quarterly operating results and stock price.

Additionally, TomoTherapy said in the filing that it faces competition from “numerous competitors,” many of whom have greater resources than it does, which might make it difficult to achieve significant market penetration.

The company filed for its IPO in May, raising more than $186 million (MDD, May 10, 2007).

In other financing news:

• CeraPedics (Lakewood, Colorado) has closed on a $14.45 million private equity financing from OrbiMed Advisors (New York).

Medical Capital Advisors served as investment banking advisor for CeraPedics.

CeraPedics develops products for the orthopedic bone graft substitutes market based on its small peptide technology.

• Pall (East Hills, New York) reported that it obtained the requisite consents with respect to its solicitation of consents from holders of its outstanding $280 million aggregate principal amount of 6% senior notes due 2012.

The solicitation had requested the consent of holders of the notes to amendments of certain reporting requirements in the indenture for the notes in connection with the company’s expected delay in filing its fiscal year 2007 Form 10-K and the potential delay in its filing of its Form 10-Q for the fiscal quarter ending Oct. 31 and other required SEC reports.

In consideration for the consents from the noteholders to the proposed amendments and waiver through Dec. 31, 2007, the company will pay each record holder $2.50 for each $1,000 in principal amount of the notes.

J.P. Morgan Securities served as the solicitation agent for the consent solicitation.

Pall is a developer of filtration, separation and purification technology. It is organized into two businesses: Life Sciences and Industrial.

• C.R. Bard (Murray Hill, New Jersey) said its board authorized the repurchase of up to $500 million of its common stock. This follows the nearly completed buyback of $500 million of the company’s stock, which its board authorized in December 2005.

C.R. Bard makes technologies in the fields of vascular, urology, oncology and surgical specialty products.