A Medical Device Daily
Hologic (Bedford, Massachusetts) and Cytyc (Marlborough, Massachusetts) reported the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, in connection with the companies’ pending $6.2 billion merger.
The expiration of the waiting period satisfies one of the conditions to the closing of the merger. Based on the review and analyses performed by Hologic and Cytyc, the parties do not believe any further antitrust approvals are required to complete the transaction.
The companies entered into a definitive agreement in May to merge in a cash and stock transaction, under which Cytyc shareholders would receive 0.52 shares of Hologic common stock and $16.50 in cash for each share of Cytyc common stock they own (Medical Device Daily, May 22, 2007).
The transaction is subject to approval of both companies’ shareholders as well as other customary closing conditions and is expected to close in the third calendar quarter of 2007.
Hologic is a developer of diagnostic and medical imaging systems dedicated to serving the healthcare needs of women, and a developer of imaging technology for digital radiography and breast imaging.
Cytyc is a diversified diagnostic and medical device company that develops diagnostic and surgical products. Its products cover a range of cancer and women’s health applications, including cervical cancer screening, preterm birth screening, treatment of excessive menstrual bleeding, radiation treatment of early-stage breast cancer, and radiation treatment of patients with malignant brain tumors.
In other dealmaking news:
• Emerging Vision (EVI; Garden City, New York) reported that it has entered into a definitive purchase agreement to acquire all of the outstanding equity interests of The Optical Group (TOG; Oshawa, Ontario), one of the leading optical group purchasing organizations in Canada. Pursuant to the terms of the agreement, the company will pay C$3.8 million (about $3.6 million) in cash. The company plans to finance this transaction solely through the use of debt.
The deal was first disclosed back in May (MDD, May 31, 2007.)
As operator of one of the nation’s largest retail optical chains and one of the nation’s largest optical group purchasing businesses, Emerging Vision’s addition of TOG to its organization will further enhance its group purchasing business segment and EVI’s overall position within the optical industry, it said.
Christopher Payan, CEO of Emerging Vision, said, “We are extremely excited about the additional value we expect our shareholders to see through this acquisition. This is highlighted by the fact that we plan to finance the entire transaction through the use of debt, thus providing no dilution to our existing shareholder base. “
Emerging Vision said it intends to operate TOG within its group purchasing business segment, keeping the existing TOG infrastructure in place. Grant Osborne, TOG’s founder and managing member, will remain involved to ensure a successful transition and integration. Closing of this transaction is anticipated to take place in early August.
“The Optical Group is the perfect Canadian complement to our U.S.-based Combine Buying Group,” said Payan.
Emerging Vision is a provider of eye care products and services and currently operates one of the largest franchised optical chains in the U.S.
• Medical supply company MMS (St. Louis) reported that it has completed its acquisition of Medical Innovations (Calhoun, Georgia; Raleigh, North Carolina). By adding this company, MMS said it will now have a major Southeast presence. The acquisition, whose terms were not disclosed, closed on June 29.
Medical Innovations is primarily in the long-term care market.
The newly named MMS Medical Innovations will operate under the continued leadership of Michael Wofford, CEO/chairman.
HAPC (New York) reported that it has mutually agreed with I-Flow (Lake Forest, California) to an additional extension of the termination deadline in the stock purchase agreement regarding HAPC’s acquisition of I-Flow subsidiary InfuSystem (Madison Heights, Michigan).
The previous deadline of June 29 has been extended to July 31.
HAPC said the extension is expected to allow it sufficient time to address the remaining Securities and Exchange Commission (SEC) comments on HAPC’s preliminary proxy statement, which HAPC believes are typical of a transaction of this type.
HAPC reported this past October that it had entered into a definitive agreement to acquire InfuSystem. Under the agreement, HAPC will acquire all the outstanding shares of InfuSystem from I-Flow for $140 million (MDD, Oct. 3, 2006).
“We believe that we are finally nearing completion of this process and have been working diligently to comply with all information requests by the SEC in terms of our intended acquisition of InfuSystem,” said Sean McDevitt, chairman of HAPC.
InfuSystem supplies electronic ambulatory infusion pumps and various assorted supply kits used in the treatment of cancer and provides billing and collections services for these items to about 1,550 physician practices across the U.S.