A Medical Device Daily

Advanced Cell Technology (ACT; Alameda, California) reported it has agreed to acquire Mytogen (Charlestown, Massachusetts) and its Myoblast program for the treatment of heart failure.

ACT will pay $5 million payable in common stock and assume Mytogen liabilities of about $1 million. Mytogen will also receive a warrant to purchase another 1.5 million shares of ACT common stock at $1 each, subject to achievement of certain milestones.

The Myoblast program may prove particularly beneficial for patients who have experienced a serious heart attack and have a high risk of heart failure, according to the companies. The stem cell therapy involves transplantation of expanded autologous Myoblasts (adult progenitor stem cells) derived from a small biopsy of skeletal muscle from a patient’s leg. Mytogen technology allows expansion of Myoblasts into hundreds of millions of cells over a period of two to three weeks, with the resulting Myoblasts transplanted back into the patient’s scarred heart tissue with a catheter-based procedure.

The deals is subject closing conditions including approvals from the FDA, final intellectual property due diligence and execution of a definitive agreement. The transaction is set to close by July 15.

Upon completion of the acquisition, ACT said it will transition from a development-stage to a clinical-stage company. It said Mytogen brings to the company more than 10 years of experience in clinical trial and FDA experience in developing and advancing cellular therapies including the area of stem cells.

“Mytogen has a very experienced team and is the only company that has successfully brought its technology into clinical trials in accordance with FDA regulations,” said Dr. Pedro Huertas, chief development officer of ACT. The Myoblast program takes us directly into Phase II clinical trials and is thoroughly aligned with various applications of our Hemangioblast Program.”

ACT is applying embryonic stem cell technology in the field of regenerative medicine.

Mytogen develops autologous myoblast transplantation designed to restore cardiac function.

Radiation Therapy Services (RTS; Fort Myers, Florida), an operator of radiation therapy centers, reported san agreement to acquire a radiation therapy treatment center in Salisbury, Maryland, for about $18.6 million, including $2.5 million of debt.

The acquisition is slated for completion July 2.

This freestanding facility currently treats about 30 patients per day with a single linear accelerator. The facility currently has intensity modulated radiation therapy (IMRT) and image-guided radiation therapy (IGRT) programs. Total annual global revenues at the Salisbury facility are about $6.5 million.

The acquisition will be financed by the company’s existing credit facility.

RTS operates radiation treatment centers primarily under the name 21st Century Oncology, its 80 treatment centers clustered into 25 local markets in 16 states.

In other dealmaking news: Genesis HealthCare (Kennett Square, Pennsylvania) reported that its shareholders approved the amended merger agreement between it and affiliates of Formation Capital and JER Partners at its reconvened annual meeting.

On May 19, Genesis said that it had amended its agreement with the venture to increase the consideration payable to Genesis shareholders to $69.35 per share in cash, up from the initial price of $63 a share proposed when the deal was first reported in January (MDD, 17, 2007).

Under the amended agreement, if the transaction is not completed before July 31, 2007, the purchase price will increase by about 9% per year, or $0.01710 per day, from July 31, 2007, through August 31, 2007, and by about 10% per annum, or $0.01900 per day, from September 1, 2007 until the transaction closes.

The offer was previously raised once before to $64.25 a share in April when the venture became involved in a bidding war with Fillmore Capital for Genesis, one of the nation’s largest long-term care providers with more than 200 skilled nursing centers and assisted living residences in 13 states. Genesis also supplies rehabilitation therapy to more than 600 healthcare providers in 20 states and the District of Columbia.