A Diagnostics & Imaging Week

Matritech (Newton, Massachusetts) reported that Sysmex America (Mundelein, Illinois) and Matritech have mutually agreed to terminate their 2002 agreement under which Sysmex was granted an exclusive license for the use of Matritech's NMP 179 cervical cancer technology for automated, non-slide-based laboratory instruments.

In conjunction with the termination, development of an automated process of screening cervical cell specimens by combining Matritech's NMP 179 technology with flow cytometry has been discontinued. All rights licensed in the agreement reverted to Matritech.

Matritech also reported that it and Inverness Medical Innovations (IMI; Waltham, Massachusetts) have entered into their previously disclosed asset purchase agreement in which IMI will acquire substantially all of the assets of Matritech for aggregate consideration of $36 million, payable in shares of IMI common stock. IMI first disclosed its intention to acquire the Matritech assets back in August.

The board of Matritech also has approved the dissolution of the corporation in accordance with Delaware law, subject to stockholder approval, after the closing of the asset sale. The asset sale and dissolution are conditioned upon approval by Matritech's stockholders and the asset sale is further conditioned on the satisfaction of other customary closing conditions, and is expected to close in 4Q07.

Matritech develops protein-based diagnostic products for the early detection of cancer.

In other dealmaking news:

  • Siemens (Munich, Germany) has extended the expiration date for the cash tender offer for all outstanding shares of Dade Behring (Deerfield, Illinois) to midnight, EDT, on Oct. 31 as Siemens awaits merger control clearance by the European Commission.
    The transaction, first disclosed in July, has a value of about $7 billion ($77 a share).
    The European Commission's initial investigation period will expire on Oct. 25, unless extended. U.S. antitrust clearance was granted on Sept. 17.
    While Siemens previously reported that it expected to close the transaction in 1Q of calendar 2008, it now expects to close the transaction in 4Q of calendar 2007.
    The company said it expects to receive European merger control clearance and other regulatory approvals in time to close the transaction during calendar 2007.
    "We have made an attractive offer and do expect a smooth completion of the transaction after we have received full clearance from the antitrust authorities," said Joe Kaeser, Siemens CFO.
    As of midnight, EDT, on Sept. 26, an aggregate of 66,159,433 shares of common stock of Dade Behring had been validly tendered, representing about 82.55% of the outstanding common stock of Dade Behring.
    Once the merger is closed, Dade will become a unit of the Siemens Medical Solutions (SMS; Malvern, Pennsylvania) business.
    Dade Behring provides clinical laboratory equipment and integrated solutions for routine chemistry testing, immunodiagnostics (including infectious disease testing), hemostasis testing and microbiology.
  • Cytyc (Marlborough, Massachusetts) reported that it is delivering a notice to the holders of its 2.25% senior convertible notes, due 2024, between Cytyc and U.S. Bank Trust National Association, under which the convertible notes were issued.
    The notice informs noteholders that the company's board has determined Oct. 22, 2007, to be the anticipated date of the merger of Cytyc into Nor'easter Corp., a subsidiary of Hologic (Bedford, Massachusetts).
    In addition, the notice states that it is currently expected that holders of Cytyc common stock of record will be entitled to exchange their Cytyc common stock for the merger consideration payable in connection with the Merger as of such date. However, there can be no assurance that the merger will be consummated on or about Oct, 22, Cytyc said.
    Cytyc is a diagnostic/medical device company that manufactures diagnostic and surgical products, primarily in the cancer and women's health sectors.
  • Eye care products company Advanced Medical Optics (AMO; Santa Ana, California), reported entering into a U.S. patent license agreement with Carl Zeiss Meditec, a developer of ophthalmic and surgical devices and instrumentation. Financial and other terms of the agreement were not disclosed.
    AMO's IntraLase subsidiary has granted a non-exclusive, royalty-bearing license to Carl Zeiss Meditec to use the IntraLase patent portfolio to provide femtosecond technology for corneal surgery.
  • Celera (Rockville, Maryland), an Applera (Norwalk, Connecticut) business, said it has entered into agreements with Siemens Medical Solutions Diagnostics (Alameda, California), which include a license conferring rights in the human in vitro diagnostics field to the Applera patents for real-time PCR thermalcycling instruments and reagents.
    Financial details of these agreements were not disclosed.
  • PerkinElmer (Waltham, Massachusetts) said it plans to acquire ViaCell (Cambridge, Massachusetts), a company specializing in the collection and preservation of umbilical cord blood stem cells.
    PerkinElmer will begin a cash tender offer to buy all of the outstanding shares of ViaCell for $7.25 a share, for an aggregate purchase price of about $300 million, or $260 million net of cash. The transaction is expected to close in 4Q07.
    PerkinElmer provides products and services for the life and analytical sciences, optoelectronics and fluid sciences.
  • Cantel Medical (Little Falls, New Jersey) said it has expanded its Healthcare Disposables segment by acquiring privately-held Strong Dental Products (SDP; Corona, California).
    Strong Dental designs and markets comfort cushioning and infection control covers for X-ray film and digital X-ray sensors. The business being acquired has pre-acquisition annual revenues of about $1 million. Financial terms of the purchase were not disclosed.
    According to R. Scott Jones, Cantel's president/CEO, "In adding truly novel, branded products that improve the X-ray experience for dental practitioners and their patients, Strong Dental serves as an excellent fit to our strategy of leveraging the sales and marketing capabilities of our Crosstex [Hauppauge, New York] platform."
    SDP, founded in 1986, designs a complete range of dental X-ray comfort cushions and protection devices.

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