A Medical Device Daily

Henry Schein (Melville, New York), a large provider of healthcare products and services to office-based practitioners in the North American/European markets, reported that it has received sufficient acceptances of its offer to acquire Software of Excellence International (Auckland, New Zealand), for NZ $2.90 per share. Excluding transaction costs, the total price is NZ $82 million (about $61.4 million).

Henry Schein said it expects the transaction to be neutral to 2007 earnings and slightly accretive to 2008 earnings. Henry Schein expects the acquisition to close shortly.

Software of Excellence says that it is a leading supplier of practice management systems to private and public health dentists in the UK, and the largest supplier of dental software in Australia and New Zealand.

The company says it serves more than 5,000 practices in the UK, Ireland, Australia and New Zealand and had revenue of about $19.1 million for its year ended March 31, 2007.

“Software of Excellence has been delivering innovative solutions to Dental professionals since 1988,” said Stanley Bergman, CEO and chairman of Henry Schein. “Software of Excellence’s clinical and practice management software will be an important addition to Henry Schein, supporting our objective to be a full service provider to our customers.

Brian Weatherly, CEO of Software of Excellence and its management team will join Henry Schein management.

Weatherly said, “Together we will be able to offer integrated solutions to our dental customers, enabling them to spend more time delivering quality care to their patients.”

Henry Schein said that it has received acceptances from Software of Excellence shareholders equal to about 91.9% of that company’ s voting rights and has begun the necessary process to compulsorily acquire the remaining shares.

Henry Schein’s four business groups — Dental, Medical, International and Technology — serve more than 500,000 customers worldwide, including dental practitioners and laboratories, physician practices and animal health clinics, as well as government and other institutions.

Software for Excellence has offices in Victoria, Australia, and Kent, UK.

In other dealmaking:

• 3M (St. Paul, Minnesota) reported that it has agreed to acquire Lingualcare (Dallas), an orthodontic technology and services company offering the iBraces system, a customized, lingual orthodontic solution. Terms of the transaction were not disclosed.

Lingual braces are bonded on the tongue side of the teeth to make them invisible, and “the most aesthetic orthodontic solution available,” according to 3M. In addition, it says that lingual braces are more effective at moving teeth than other invisible solutions such as clear aligners, which can be removed by the patient and therefore require patient compliance.

“Lingualcare brings the newest generation of lingual braces, along with sophisticated digital tools to make treatment easier for doctors and patients. Lingualcare nicely complements 3M’s full line of orthodontic solutions and further broadens both our aesthetic and digital orthodontic platforms,” said Paul Keel, president, 3M Unitek.

The transaction is expected to close in the fourth quarter, subject to customary closing conditions.

Lingualcare’s iBraces are customized to the patient’s tooth anatomy to create braces that are lower profile and more comfortable than traditional lingual braces.

Unitek’s products include Clarity Ceramic Braces, APC Adhesive Pre-Coated Brackets and, most recently, SmartClip Self-Ligating Braces, and Clarity SL Ceramic Self-Ligating Braces. As 3M Unitek, the company will deliver more than 14,000 orthodontic products and solutions.

• 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, 2007, 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.

Applera consists of two operating groups.

Celera is a molecular diagnostics business using genomics and proteomics discovery platforms to identify and validate new diagnostic markers, and is developing diagnostic products based on these markers as well as other known markers.

• Pediatrix Medical Group (Fort Lauderdale, Florida) reported that it has acquired Neonatologists Professional Service (Nashville, Tennessee), a neonatal physician group practice that staffs the Level III neonatal intensive care unit (NICU) at Baptist Hospital; and Central Coast Maternal-Fetal Medicine (San Luis Obispo, California), a maternal/fetal medicine physician group practice specializing in high-risk obstetrics and serving San Luis Obispo, northern Santa Barbara and southern Monterey counties. The separate transactions were effective Sept. 30. Pediatrix reports that it has completed seven physician group practice acquisitions during 2007, including three neonatal group practices; a maternal-fetal medicine practice; one pediatric cardiology practice; an ultrasound radiology practice; and an anesthesia physician group practice.

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