A Medical Device Daily

PainCare Holdings (Orlando, Florida), a provider of pain-focused medical and surgical solutions and services, reported that it has successfully closed on the sale of both PSHS Alpha Partners (Palm Beach County, Florida), which owns and operates an ambulatory surgery center (ASC) (Lake Worth, Florida), and The Gables Surgical Center (Coral Gables, Florida). The completed sales have provided for the release of about $14.4 million in cash to PainCare that was held in escrow.

On July 16, PainCare reported that it had agreed to sell the Lake Worth ASC to Surgery Partners Holdings for $10 million in cash and an earn-out of up to $2.3 million in accordance with a predetermined cash collection schedule for the ASC. On Aug. 6 the company reported that it had agreed with Surgery Partners, providing for Surgery Partners to purchase PainCare’s controlling interest in The Gables Surgical Center, for $4.4 million.

“The completion of these sales brings to conclusion a critical element of PainCare’s overall financial and operational restructuring plan,” said Randy Lubinsky, CEO of PainCare. “Consequently, the collective financial impact of divesting our ASC operations in both South Florida and Maryland has yielded enough cash to significantly reduce our prevailing debt obligations, and in the process, materially strengthen our financial base. We are very pleased that this arduous, but necessary, ASC divestiture process is now behind us.”

Siemens (Munich, Germany) has pushed back by three weeks its cash tender offer for outstanding shares of Dade Behring (Deerfield, Illinois) after acquiring only half of the 90% majority the German electronics set as a condition for the acquisition.

Offering a 38% premium at $77 per share, the transaction is valued at about $7 billion (Medical Device Daily, July 26, 2007).

The tender offer will now close at midnight, EST, on Sept. 26. In addition to the requirement for buying 90% of the capital in Dade Behring, the acquisition is conditioned on receipt of regulatory approvals.

Roche is the diagnostics market leader with an 18% share. Siemens holds 12% of the market while Dade and Beckman Coulter (Fullerton, California) each have about 11% to 12%. Siemens began buying shares on Aug. 8, and by Sept. 5 had acquired more than 39 million shares, or 48.82%, of common stock of Dade Behring had been validly tendered and not withdrawn.

In other dealmaking news:

• Thermo Fisher Scientific (Waltham, Massachusetts) said it has acquired the instrument sales business of Davis Inotek Instruments. The acquired business will be branded Davis Instruments and will exclude its related calibration services.

Davis Instruments is a provider of test, measurement and process control instruments, serving customers in a wide range of industries through its extensive catalog and e-commerce sales channels. The instrument sales business had revenues of about $30 million in 2006.

Davis Instruments will become part of Thermo Fisher’s Cole-Parmer customer channel, a catalog brand that provides technical instruments, equipment and supplies to industrial, pharmaceutical, academic and government customers around the world.

Thermo Fisher serves pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies.

• IsoTis (Irvine, California) reported the filing of a definitive proxy statement with the Securities and Exchange Commission in connection with the IsoTis-Integra LifeSciences Holdings (Plainsboro, New Jersey) $51 million combination that was disclosed last month (MDD, Aug. 8, 2007).

The proxy statement relates to a meeting of stockholders of IsoTis to be held on Oct. 11 for IsoTis’ stockholders to approve the deal. If the acquisition is completed, stockholders will be entitled to receive $7.25 in cash for each share of IsoTis common stock that they own.

Upon closing, IsoTis will become a subsidiary of Integra, and Integra said that it will be one of the largest companies in the world focused on advanced technology in orthobiologics.

IsoTis will also distribute to its stockholders a separate document that highlights certain components of the proxy statement and translates these components into Dutch, French and German. These highlights will be mailed to stockholders and are made available on the investor portion of the company’s corporate website.

IsoTis develops products for the treatment of musculoskeletal diseases and disorders. IsoTis’ current orthobiologics products are bone graft substitutes that promote the regeneration of bone and are used to repair natural, trauma-related and surgically-created defects common in orthopedic procedures, including spinal fusions. IsoTis’ current commercial business is highlighted by its Accell line of products, which the company believes represents the next generation in bone graft substitution.