A Medical Device Daily

Hologic (Bedford, Massachusetts), a provider of diagnostic imaging and digital imaging systems for women’s health, again expanded its offerings in that sector, yesterday saying that it had completed the $70 million cash-and-stock acquisition of BioLucent (Aliso Viejo, California), acquiring that company’s Mammopad business and related assets.

Of the $70 million, price tag, $65 million was paid by Hologic in company shares valued at $54.222 a share, $5 million paid in cash.

Additionally, Hologic will be responsible for the payment of up to two annual deferred cash payments not to exceed $15 million, based upon MammoPad achieving certain revenue targets.

The value of the merger shares was determined based on the average closing price of Hologic’s common stock on the NASDAQ for the five trading days ending Sept. 14. The purchase price is payable in about 1,181,777 shares of Hologic common stock. The deal was first disclosed in June (Medical Device Daily June 25, 2007).

Prior to the acquisition, BioLucent completed the spin-off its brachytherapy technology and business to the holders of BioLucent’s outstanding shares of capital stock to form Cianna medical (see sidebar, right).

“The BioLucent MammoPad was designed to benefit women undergoing mammograms by providing more comfort, we believe better tissue acquisition and ultimately improved outcomes,” said Jack Cumming, CEO/chairman of Hologic. “It is our hope with proper training and support, the MammoPad can become a standard of care in mammography. The MammoPad is used to decrease the discomfort associated with mammography.

With the tenacity of a dog digging for an elusive – or, perhaps, nonexistent — bone, Roche Holding (Basel, Switzerland) said Wednesday it is extending its tender offer a third time for Ventana Medical Systems (Tucson, Arizona) at the current $75-a-share price, even though that company’s shareholders have continued to give the current offer the cold shoulder.

Roche’s $3 billion hostile bid for Ventana is now set to expire Nov. 1 at 5 p.m., EDT. It was supposed to expire yesterday.

Ventana shareholders have been cool to Roche’s offer since it was first disclosed at the end of June (MDD, June 27, 2007), after months of what Roche said were fruitless private advances.

Ventana’s board rejected Roche’s offer, and its CEO Christopher Gleeson urged investors to hold on to their stock.

Ventana in a statement this week again urged its shareholders not to sell their stock.

“This is now the third time that Roche has extended its offer, one which we have previously said is grossly inadequate and one that substantially all of our investors have rejected repeatedly. The 63,541 shares tendered to Roche represent only 0.187% of Ventana’s roughly 34 million outstanding shares. Ventana is worth significantly more than Roche is offering.”

The company went on to say that it is continuing to build momentum in its core businesses and is “increasingly well positioned to capitalize on the significant potential of the emerging field of companion diagnostics and personalized medicine.”

Roche’s rationale for seeking Ventana is its strategy to buy midsize and small companies whose diagnostic products allow the Swiss firm to target drugs to individual patients and bring drugs earlier to the market. Venantana argues that it can produce more shareholder value as a standalone company, given its advanced technology and global reach.

The $75-a-share price represents a 44% premium to Ventana’s close of $51.95 on June 22, the last trading day prior to the announcement of Roche’s offer, and a 55% premium to its three-month average on the same date of $48.30, Roche noted. The stock closed on Thursday at $84.44, indicating that investors don’t think Roche’s offering price is final.

Ventana develops instrument/reagent systems that automate tissue preparation and slide staining in clinical histology and drug discovery laboratories. The company’s clinical systems are used in the diagnosis and treatment of cancer and infectious diseases.

In other dealmaking news: Celera (Rockville, Maryland), a business of Applera (Norwalk, Connecticut), said it has agreed to acquire Atria Genetics (South San Francisco, California), for about $33 million in cash.

Privately-held Atria has a line of human leukocyte antigen (HLA) testing products used for identifying potential donors in the matching process for bone marrow transplantation. The transaction, subject to customary conditions, is expected to close during 2Q of Celera’s FY08.

Celera said it anticipates that the acquisition will be accretive to earnings in the second half of FY08, excluding the impact of acquisition-related intangible amortization and transaction and integration expenses.

“This acquisition gives us direct access to this important niche market area of tissue typing in transplantation and the bone marrow registry markets,” said Kathy Ordo ez, president of Celera.

Atria has 13 employees, all expected to be integrated into Celera.

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