A Diagnostics & Imaging Week

Inverness Medical Innovations (IMI; Waltham, Massachusetts) reported that its wholly owned subsidiary, Inca Acquisition, has begun its tender offer for all outstanding shares of Biosite (San Diego) at a price of $92.50 per share in cash, without interest, plus, if the first time the shares are accepted for payment shall not have occurred on or prior to July 2, an additional $0.015205 in cash per share for each day during the period beginning on July 3, through the acceptance time, less any applicable withholding taxes.

IMI bested rival suitor Beckman Coulter (Fullerton, California) earlier this month by agreeing to pay $2.50 more per share.

Biosite’s board has unanimously determined that the tender offer, the related merger and the other transactions contemplated by the tender offer and merger agreement are fair to and in the best interests of Biosite’s stockholders. The Biosite board also approved the merger agreement, declared the merger agreement advisable, and recommended that holders of shares of Biosite common stock tender their shares in the offer and adopt the merger agreement.

There is no financing condition to the tender offer, but it is still subject to certain conditions including antitrust regulations.

Unless the tender offer is extended, the tender offer and any withdrawal rights to which Biosite’s stockholders may be entitled will expire at midnight, EDT, on June 25.

Following the acceptance for payment of shares in the tender offer and completion of the transactions contemplated in the merger agreement, Biosite will be a wholly owned subsidiary of Inverness.

In a move designed to facilitate its acquisition of Biosite and related transactions, IMI also reported that it has initiated a tender offer and consent solicitation.

The company initiated an offer to purchase all of the outstanding $150 million in aggregate principal amount of its 8.75% senior subordinated notes due 2012. The tender offer is scheduled to expire at midnight on June 25, unless extended or earlier terminated.

The tender offer is conditioned upon, among other things, the company receiving the requisite consents from holders of the notes, new financing in an amount of at least $1.3 billion and IMI’s purchase of shares of common stock of Biosite.

In conjunction with the offer to purchase, Inverness is soliciting consents to eliminate substantially all of the restrictive covenants contained in the indenture governing the notes, as well as modify or eliminate certain other provisions.

IMI is a developer of advanced diagnostic devices.

Biosite’s products contribute to improvements in medical care by aiding physicians in the diagnosis of critical diseases and health conditions. The Biosite Triage rapid diagnostic tests are used in more than 70% of U.S. hospitals and in more than 60 international markets.

In other deal activity: 454 Life Sciences (Branford, Connecticut) reported the completion of its $155 million acquisition by Roche (Basel, Switzerland). 454 Life Sciences, with its 167 employees, will remain in Branford, Connecticut as a member of the Roche Diagnostics (Mannheim, Germany) organization.

Curagen (New Haven, Connecticut) agreed to sell 454 to Roche in March.

“Now that 454 Life Science is part of Roche, we are prepared to further strengthen our sequencing business and to provide cutting edge sequencing technology to the worldwide research community,” said Manfred Baier, Head of Roche Applied Sciences.

“Our merger with Roche brings added resources to the research and development and manufacturing activities in our Branford facilities, both of which are expected to expand as we see increasing demand for our sequencing products and services,” said Christopher McLeod, president of 454 Life Sciences. “Our customers can expect continued development of 454 Sequencing technology from this exciting business combination.”

454 was founded in 2000 as a majority-owned subsidiary of CuraGen, with the mission of developing high-throughput DNA sequencing. 454 and Roche have been operating under a research and marketing collaboration established in May 2005 under which Roche Diagnostics has acted as the exclusive worldwide distributor of the Genome Sequencer systems and associated reagents.

• Harvard University (Cambridge, Massachusetts) reported that it has licensed its Coherent anti-Stokes Raman scattering (CARS) microscopy technology to Carl Zeiss MicroImaging (Jena, Germany) for use in the company’s confocal and multi-photon microscopes. Terms of the licensing arrangement were not disclosed.

CARS microscopy allows rapid and non-perturbative imaging of biological specimens with chemical selectivity. The contrast in CARS microscopy arises from the intrinsic vibrations of molecules. Every molecule has one or more chemical bonds, the bending or stretching of which have characteristic vibrational frequencies that depend on the bond length and strength.

“This technology has far-reaching implications for helping advance important biomedical research,” said Isaac Kohlberg, chief technology development officer, Harvard University. “Our agreement with Carl Zeiss MicroImaging is aligned with our strategy to partner with the best and most expert companies who, like us, are dedicated to excellence and quality.”

Ulrich Simon, president/CEO of Carl Zeiss MicroImaging, said, “Carl Zeiss thoroughly screens for all technologies that promise to put its customers research into a leading position. Professor Xie and his group at Harvard University have pioneered CARS microscopy in a very impressive way. Licensing this technology will allow us to add another highly efficient research tool to our advanced microscopy portfolio.”

To image a specimen, such as tissues or cells, CARS microscopy utilizes two highly focused laser beams at different frequencies. By setting the difference between the two laser frequencies equal to the frequency of vibration of a particular chemical bond, molecules with that bond are made to vibrate coherently. This causes the sample to emit at a new frequency (called the “anti-Stokes” frequency) from the laser focus.

An image is created by scanning the beams over the sample and detecting the intensity of the emitted anti-Stokes light at each position. In this way, one can map the concentration of the molecule of interest (e.g. lipid) throughout the tissue, or within a cell with 300 nm lateral resolution.