A Medical Device Daily

Inverness Medical Innovations (IMI; Waltham, Massachusetts) and Cholestech (Hayward, California reported the U.S. antitrust waiting period for IMI's proposed $326.3 million stock-for-stock acquisition of Cholestech has expired without a request for additional information.

The acquisition is structured as a stock for stock merger at a fixed exchange ratio of 0.43642 shares of IMI common stock for each share of common stock of Cholestech, and is currently scheduled to close in 3Q07.

"While we fully expected this outcome, we are nevertheless delighted to be able to move forward expeditiously with closing this exciting deal pending approval by Cholestech's shareholders," said Ron Zwanziger, president/CEO of IMI. "The combination of Inverness and Cholestech will provide a unique opportunity to comprehensively assess cardiac risk, diagnose cardiac conditions and potentially monitor the condition and response to therapy of cardiac patients."

IMI is a maker of rapid diagnostic products for the consumer and professional markets, Cholestech is a provider of diagnostic tools and information for immediate risk assessment and therapeutic monitoring of heart disease and inflammatory disorders.

Community Health Systems (CHS; Franklin, Tennessee) reported that it has consummated its previously disclosed $6.8 billion cash merger with Triad Hospitals (Plano, Texas). As a result, Triad has become a wholly owned subsidiary of CHS.

Former stockholders of Triad will receive $54 in cash for each share of Triad common stock. In connection with the merger, a subsidiary of the company entered into a new $7.2 billion credit facility and issued $3.1 billion aggregate principal amount of its senior notes, each guaranteed by the CHS and by certain of its subsidiaries.

Additionally, in connection with the merger, the company and Triad each accepted for payment notes tendered in their previously reported tender offers and consent solicitations.

The combination, which was first disclosed back in March (Medical Device Daily, March 20, 2007), was approved by Triad's stockholders at a meeting held on June 12.

Triad stock ceased to trade on the NYSE effective as of Wednesday.

CHS is one of the largest operators of general acute care hospitals in non-urban and mid-size markets throughout the country. Through its subsidiaries, the company currently owns, leases or operates about 132 hospitals in 28 states and one in Ireland,

In other dealmaking news:

• Prospect Medical Holdings (Culver City, California) which manages the medical care of about 250,000 HMO enrollees in Southern California, reported that it has entered into a definitive agreement to acquire Alta Healthcare System (Los Angeles), a private, for-profit hospital management company that owns and operates four community-based hospitals — Van Nuys Community Hospital , Hollywood Community Hospital , Los Angeles Community Hospital , and Norwalk Community Hospital — for total consideration of about $104 million.

These hospitals provide a comprehensive range of medical, surgical, and psychiatric services, and have a combined 339 licensed beds served by 351 on-staff physicians.

For its fiscal year ended Dec. 31, 2006, Alta generated audited revenues and operating income of $107million and $16.9 million, respectively.

Closing will occur as soon as practicable, but is contingent upon obtaining necessary financing and third party consents, and satisfying other closing conditions. Subject to final documentation, Prospect said it has received a commitment in financing from Bank of America.

• Sunrise Senior Living (McLean, Virginia) reported that its board of directors has decided to explore strategic alternatives intended to enhance shareholder value, including a possible sale of the company.

A committee of non-management directors, originally established in April 2007 to explore strategic alternatives, has engaged Citigroup Global Markets to act as its financial advisor. The committee, with the assistance of its legal and financial advisors, will consider and review the terms and conditions of any transaction and make a recommendation to the full board.

"For more than 25 years, both as a private and a public company, Sunrise has pioneered new senior living options that have improved the quality of life for hundreds of thousands of seniors and their families," said Paul Klaassen, founder, chairman and CEO of Sunrise Senior Living. "As the committee of non- management directors explores strategic alternatives, the Sunrise team remains committed to serving our residents and their families, while simultaneously working to enhance shareholder value."

The company said it does not expect to disclose additional details unless and until its board of directors has approved a specific transaction.

Sunrise, which has been under investigation by U.S. regulators and is restating its earnings for 2003 to 2005, said it expects the financial restatements to cut into earnings, to $120 million to $125 million, from $98 million to $107 million. Those estimates cover the years 1999 through 2005.

The company said it is still working through its restatements, but said one of the changes will include changing the dates for pricing its stock options, among other changes.

It repeated that the restatements will not impact the company's cash flow.

Sunrise, which employs about 40,000 people, operates 444 communities in the U.S., Canada, Germany and the UK.