A Medical Device Daily
Qiagen (Venlo, the Netherlands) reported the completion of its $1.6 billion acquisition of Digene (Gaithersburg, Maryland). Qiagen said it completed the acquisition through a tender offer and subsequent merger of Digene with and into a wholly owned subsidiary of the company. Digene will become a wholly owned subsidiary of Qiagen's affiliate Qiagen North American Holdings.
As a result of the merger, each outstanding share of Digene common stock not validly tendered and accepted for payment in the tender offer was converted into the right to receive, at the Digene shareholder's election, either $61.25 in cash or 3.545 shares of Qiagen stock, subject to pro-ration so that the total consideration issued for Digene stock consists of 55% cash and 45% Qiagen stock.
Digene stockholders elected to receive Qiagen ordinary shares in exchange for about 90% of the Digene shares tendered, and therefore proration of Digene common stock elections will be required. Qiagen will disclose the proration calculations when completed on or before Aug. 2.
The exchange offer expired at 11:59 p.m., EST, on July 20. At the time the exchange offer closed, 23,270,298 shares, representing about 94.6%, of Digene's outstanding common stock, had been tendered.
Qiagen, one of the world's largest providers of molecular diagnostics products reported that it was acquiring Diegne, whose flagship product is a test for the detection of human papillomavirus (HPV), back in June after a decade-long collaboration between the companies (Medical Device Daily, June 5, 2007).
In connection with the transaction, Goldman, Sachs & Co. acted as exclusive financial adviser to Qiagen, and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, De Brauw Blackstone Westbroek, and Freshfields Bruckhaus Deringer were legal counsel. JP Morgan acted as exclusive financial adviser to Digene, and Ballard, Spahr, Andrews & Ingersoll were legal counsel.
Micrus Endovascular (ME; San Jose, California) reported that it has signed a letter of intent to acquire the rights to a revascularization technology for the treatment of ischemic stroke from ReVasc Technologies (Cleveland), a start-up company affiliated with the Cleveland Clinic Foundation. The proposed transaction will include an initial $1 million cash payment, future development milestone payments and an undisclosed royalty on future products sales, and is expected to close on or before Oct. 31. The transaction remains subject to customary corporate approvals and to the execution of definitive documents.
"We believe this proprietary technology represents a new approach to rapidly and efficiently revascularize and restore intracranial blood flow following stroke," said John Kilcoyne, Micrus Endovascular president/CEO."
David Fiorella, MD, PhD, co-inventor of the technology and an interventional neuroradiologist at the Cleveland Clinic, said, "Current endovascular devices are largely designed to achieve revascularization through clot retrieval or removal. Our endovascular bypass technology represents a completely novel approach by which to immediately, reliably and safely restore cerebral blood flow. This strategy has the potential to overcome many of the limitations presented by the existing technologies."
Micrus noted that stroke is the third leading cause of death and leading cause of disability in the U.S. with about 700,000 new strokes occurring annually. Ischemic stroke accounts for about 80% of total stroke instances.
Micrus develops both implantable and disposable medical devices used in the treatment of cerebral vascular diseases. Micrus products are used by interventional neuroradiologists and neurosurgeons to treat hemorrhagic and ischemic stroke, two of the most significant causes of death worldwide.
In other dealmaking news:
• SonoSite (Bothell, Washington) a developer of hand-carried ultrasound devices, reported that it has acquired LumenVu (Philadelphia), a privately held, development stage company developing a technology to improve the accuracy of catheter placement.
Terms of the agreement were not disclosed and the transaction is not expected to have a material effect on SonoSite's 2007 financial results, it said.
SonoSite said the acquisition will strengthen its position in the vascular access market as well as add a recurring revenue stream via the disposable catheter guidance device. It expects to introduce products based on this technology in late 2008.
SonoSite said it plans to offer this technology as part of an integrated solution with its products or as a stand-alone option to be used with SonoSite's products.