A Medical Device Daily

Orbotech (Yavne, Israel) reported that it has signed an agreement to acquire 3 D - Danish Diagnostic Development (DDD; Hoersholm, Denmark), a company that develops gamma cameras for nuclear medicine.

Orbotech will pay about $39 million to the stockholders of DDD for the acquisition of all of the outstanding shares of the company. In addition, Orbotech will pay to the stockholders of DDD an earn-out, capped at about $6.5 million, based on DDD’s performance during the years 2007 and 2008. The acquisition will be financed from internally-generated funds.

DDD says it is the world’s largest manufacturer of cardiac gamma cameras, which it markets primarily in the U.S. through major industry suppliers that distribute them under their own brands.

Orbotech said it believes that this transaction has the potential to generate about $30 million in annual revenues, based on DDD’s current product offering and its short-term R&D plans; and it is expected to be immediately accretive to Orbotech on a non-GAAP basis.

The transaction is expected to close immediately. Following completion, DDD will form part of Orbotech’s medical imaging operations.

DDD is a development and supply partner to the major OEMs worldwide which sell its products to privately practicing cardiologists and hospitals. Since 2004, the company has been principally owned by Axcel II, a Danish private equity fund. Operating from Denmark, DDD has 42 permanent employees.

TriMas (Bloomfield Hills, Michigan) reported that it has acquired DEW Technologies (Fairborn, Ohio), a specialty, high-precision manufacturer of spinal and trauma implant products serving the orthopedic device industry. Financial terms were not disclosed.

“The acquisition of DEW Technologies provides TriMas access to new markets and we believe there will be significant opportunities to grow in this attractive segment of the orthopedic market,” said Grant Beard, president/CEO of TriMas.

DEW will operate as part of the Industrial Specialties segment of TriMas.

TriMas is a diversified growth company of high-end, specialty niche businesses manufacturing a variety of products for commercial, industrial and consumer markets worldwide. TriMas is organized into five strategic business groups: Packaging Systems, Energy Products, Industrial Specialties, RV & Trailer Products, and Recreational Accessories. It has nearly 5,000 employees at 80 different facilities in 10 countries.

In other dealmaking news:

• Bayer HealthCare (Tarrytown, New York) and Nektar Therapeutics (San Carlos, California) reported that they have agreed to develop and commercialize NKTR-061 (inhaled amikacin). This potentially innovative therapy would utilize Nektar’s pulmonary technology to deliver a specially-formulated amikacin, an aminoglycoside antibiotic, for inhalation deep into the lung. NKTR-061 is under development for adjunctive treatment of Gram-negative pneumonias that often lead to significant morbidity and mortality.

The companies noted that there is a large, unmet medical need for a new approach to fight Gram-negative pneumonias, particularly in ventilated patients infected with difficult to treat, resistant organisms. Nektar’s pulmonary drug delivery technology offers a very promising approach to address this unmet medical need, the company said.

Nektar will receive milestone payments of up to $175 million associated with the successful development and commercialization of NKTR-061. This includes an upfront payment of $50 million. Subsequent to the successful clinical and regulatory development of the product, Bayer HealthCare and Nektar have agreed to a co-promotion of the product in the U.S. and to share profits. For sales outside the U.S., Nektar will receive tiered performance royalties up to a maximum of 30%.

Bayer HealthCare is responsible for the global clinical development, regulatory strategy, manufacturing and marketing of the product, with Nektar participating in all aspects of decision-making and governance.

NKTR-061 is being studied in Phase 2 trials for the adjunctive therapy of ventilated patients with hospital-acquired, Gram-negative pneumonias.

• Home health nursing company Amedisys (Baton Rouge, Louisiana) , reported that it has entered into a definitive agreement to acquire the home health and hospice assets of IntegriCare (El Cajon, California) which generated about $54 million in revenue, including more than $12 million in hospice revenue, for the twelve month period ended June 30.

IntegriCare operates 19 home health locations in nine states, including Alaska, Colorado, Idaho, Kansas, New Hampshire, Oregon, Wyoming, and the Certificate of Need (CON) states of Washington and West Virginia. Hospice services are provided in 11 of the locations, and five of the locations are operated through joint ventures with local hospitals.

The acquisition is expected to close on Sept. 1. However, due to regulatory issues associated with West Virginia CON requirements, the West Virginia agencies are not expected to close until some time in 4Q07.

The transaction purchase price is $68 million, and is being funded with $56 million in cash and a $12 million note payable over three years. Due to transition related costs and the prolonged closing of the West Virginia agencies, the acquisition is not expected to add materially to earnings in 2007.