A Medical Device Daily
Siemens (Munich, Germany) has extended the expiration date for the cash tender offer for all outstanding shares of Dade Behring (DB; Deerfield, Illinois) to Oct. 31, midnight, EDT, as Siemens awaits merger control clearance by the European Commission.
The transaction, first disclosed in July (Medical Device Daily, July 26, 2007), 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 year 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 DB.
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.
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.
In other dealmaking news:
• Kensey Nash (Exton, Pennsylvania) reported that the acquisition by Ramius Capital Group and its affiliates on Aug. 30, of more than 20% of the company’s outstanding common stock, as reported by Ramius in filings with the Securities and Exchange Commission, constituted a “change in control” under the company’s equity compensation plan.
As a result, all outstanding unvested stock options, stock appreciation rights and restricted stock held by officers, employees, directors and others under this plan automatically became vested in full.
Kensey Nash will take a non-cash mark-to-market adjustment for the remainder of the quarter on the 284,000 fully vested and exercisable stock appreciation rights. The company anticipates a reported loss per share of 8 cents. The acceleration in vesting will remove all future equity compensation expense related to these stock options and restricted shares under the plan, the company said. However, stock appreciation rights will continue to be marked to market on a quarterly basis, as required under generally accepted accounting principles.
Kensey Nash provides products, primarily in the endovascular, sports medicine and spine markets.
• Parexel International (Boston), a global biopharmaceutical services organization, reported the successful completion of the acquisition of Taiwan-based Apex International Clinical Research.
According to Parexel, the acquisition strengthens its global capabilities, providing clients with clinical research service offerings throughout the Asia- Pacific region, including mainland China, Hong Kong, India, Taiwan, Singapore, Indonesia, South Korea, Malaysia, Thailand, the Philippines, New Zealand, and Australia.
The company initiated a tender offer on June 29 to purchase all of the issued and outstanding shares of common stock of Apex. On Sept. 7, the tender offer closed and Parexel acquired 20.3 million shares of common stock of Apex, representing 93.9% of Apex’s total issued and outstanding shares.
The company paid about $2.51 for each APEX share of common stock tendered, for a total purchase price of about$50.9 million. The name of the new entity is Parexel Apex International.
Parexel is a global bio/pharmaceutical services organization, providing contract research, medical communications and consulting services to the worldwide pharmaceutical, biotechnology and medical device industries.
• I-Flow (Lake Forest, California) said it was informed that HAPC (New York) has adjourned until Oct. 10 its annual meeting of stockholders to consider, among other matters, approval of the stock purchase agreement for the sale of I-Flow’s subsidiary, InfuSystem (Madison Heights, Michigan), to HAPC.
Earlier this month, I-Flow agreed to a reduction of the sales price for the unit from $140 million down to $100 million plus a contingent payment right up to a maximum of $12 million (MDD, Sept. 14, 2007).
HAPC originally reported last October that it had entered into a definitive agreement to acquire InfuSystem (Medical Device Daily, Oct. 3, 2006). Since then, the deal has been extended several times.
I-Flow designs drug delivery systems.
• Paramount Acquisition (New York) reported that a special committee of its board has established the close of business on Oct. 1 as the record date to determine Paramount’s stockholders who will be entitled to vote at a special meeting of its stockholders to vote on the previously disclosed acquisition of Chem Rx (Long Beach, New York), a privately-owned long-term care pharmacy.
The acquisition was first disclosed earlier this month (Medical Device Daily, Sept. 13, 2007).
Chem Rx serves the New York City area, as well as parts of New Jersey, upstate New York, and Pennsylvania. It provides prescription and non-prescription drugs, intravenous medications, durable medical equipment items and surgical supplies.
Paramount is an acquisition corporation that was formed for the specific purpose of effecting a merger, capital stock exchange, asset acquisition, or other similar business combination with an operating business in the healthcare industry. It raised net proceeds of a $53 million through its initial public offering consummated in October 2005 and exercise of the over-allotment option.