A Diagnostics & Imaging Week
Inverness Medical Innovations (IMI; Waltham, Massachusetts) reported the successful completion of its acquisition of Biosite (San Diego), at a price of $92.50 per share.
IMI completed the acquisition, which was finalized back in May through a cash tender offer and a subsequent merger of a wholly owned subsidiary with and into Biosite.
“We are very pleased to complete our acquisition of Biosite and, thanks to the solid groundwork already laid by our integration teams, we are ready to commence what we expect to be a very smooth and rapid integration process. As a combined entity, we can now begin leveraging our expanded product pipeline to enhance our strategic position and long-term growth opportunities in the cardiology field,” said Ron Zwanziger, president/CEO and chairman of IMI.
As a result of the merger, all outstanding shares of Biosite common stock not validly tendered and accepted for payment in the tender offer were converted into the right to receive $92.50 per share in cash, without interest. The depositary for the tender offer and the disbursing agent for the merger will mail to non-tendering stockholders materials necessary to exchange Biosite stock certificates for such payment. Biosite shares ceased trading at the close of business this past Thursday and will be delisted from the NASDAQ.
IMI, a developer of advanced diagnostic devices beat out rival Beckman Coulter (Fullerton, California) in May after a two-month bidding war that saw the value of Biosite’s shares increase by $7.50.
Beckman Coulter has originally agreed to acquire Biosite back in March for $85 a share, a 53% premium over the stock closing price at the time of the offer.
Clinical diagnostics company Dade Behring (Deerfield, Illinois) reported that it has granted certain rights to Beckman Coulter (Fullerton, California) for the combined use of the emerging cardiac markers placental growth factor (PIGF), soluble fms-like tyrosine kinase 1(sFlt-1), soluble CD40 ligand (sCD40L) and pregnancy associated plasma protein-A (PAPP-A).
In addition, Beckman Coulter has granted certain cardiac-related rights to Dade Behring for the use of PAPP-A. Studies show all of these cardiac markers to have potential to be useful in the diagnosis and prognosis of cardiovascular disease, which remains the leading cause of death worldwide. “Sharing the rights to these emerging cardiac markers allows the new tests to become more widely available to the millions of patients with cardiovascular disease,” said Jim Reid-Anderson, president/CEO and chairman of Dade Behring.
“If we are successful in developing tests based on these markers, the agreements with Dade Behring will likely accelerate the pace of market development making the benefits more widely available to patients with cardiovascular disease,” said Scott Garrett, president/CEO of Beckman Coulter.
In addition to these emerging cardiac markers having potential to be useful in the risk assessment, prognosis or diagnosis of cardiovascular disease, they may also provide independent, complementary information to routine cardiac markers such as Troponin I, NT-proBNP and high sensitivity C-reactive protein (CRP), among others.
In other dealmaking news:
• Martek Biosciences (Columbia, Maryland) reported that its board has approved the sale of the company’s Fluorescent Detection Products business for $900,000 in cash and a minority interest warrant position. The transaction is expected to close by the end of June.
The buyer, Columbia Biosciences (Columbia, Maryland), is a newly formed company that was founded and is owned by Martek chairman Henry Linsert and six additional Martek employees working in the fluorescent detection area.
Upon closing, Linsert will retire from his current positions as director and chairman of the board of Martek and will no longer be a part-time employee of Martek.
The Martek employees working in the fluorescent detection area will join the new company. Current Martek director Robert Flanagan has been elected to replace Linsert as chairman of Martek’s board of directors.
Martek said its sales of fluorescent marker products were less than $1 million in each of the last three years, and its senior management determined that the business did not fall within the scope of Martek’s current commercial focus. Beyond its minority interest warrant position, Martek will have no other economic interest, funding or other obligations in or to the new entity, and the new entity will operate entirely independently of Martek.
“I believe the sale of the fluorescent detection business will enable us to increase our focus on our core infant formula business as well as our ambitious effort to expand the use of our Life’s DHA into the food and beverage and supplement markets,” said Steve Dubin, CEO.
• Mediscience Technology (Cherry Hill, New Jersey) reported it has entered into an agreement with equity partner Infotonics Technology Center (ITC; Rochester, New York) under which ITC will further develop Mediscience’s medical diagnostic systems via two initial advanced medical products, the Optical Biopsy Pill (OBP) and the CD Ratiometer (CDR) using tissue auto-fluorescence to detect disease states.
Mediscience has agreed to pay $2 million.
In the agreement, ITC will use its best efforts to secure grant awards to meet the $2 million obligation of Mediscience. The agreement is also intended to benefit BioScopix, Mediscience’s subsidiary that is expected to own the medical diagnostic systems using tissue auto-fluorescence to detect disease states as that technology is further developed.
The parties expect impact funding from a NYSTAR grant award of $750,000 applied for by Infotonics and the receipt by subsidiary BioScopix of an initial $2 million to $3 million of bridge funding through Empire Financial Group to continue commercialization.
Mediscience develops devices used to detect cancer and physiological change.