A Diagnostics & Imaging Week

Qiagen (Venlo, the Netherlands), a provider of sample and assay technologies for research in life sciences, applied testing and molecular diagnostics, reported that its subsidiary Qiagen North American Holdings (Valencia, California) has signed an agreement to acquire eGene (Irvine, California).

The company will offer $0.65 in cash and 0.0416 common shares of Qiagen stock per share of eGene stock. The purchase amount is about $34 million, based on the average closing prices of Qiagen stock on the NASDAQ Global Select Market for the 20 trading days ending on April 12.

eGene, which will become a fully owned subsidiary of Qiagen North American, has developed a sample separation and analysis technology based on capillary electrophoresis.

Assuming the transaction closes in early 3Q07, Qiagen said it expects this transaction to contribute about $2 million in sales in 2H07 and roughly $7million-$9 million in sales for full year 2008.

The company said it expects to incur one-time charges of about 1 cent in earnings per share at closing,

The transaction has been approved by the boards of both companies

eGene has developed a multi-channel sample separation and analysis technology for nucleic acids that includes an affordable and robust instrument, software analysis package, and a selection of consumable cartridges specifically designed for specific applications in the molecular diagnostic and research markets. The HDA-GT12 genetic analyzer is a multi-capillary system which incorporates many capabilities into one platform, integrating automatic sample loading, separation, and data analysis.

Currently, eGene’s consumable cartridges are available for a number of research applications, including formats addressing the human leukocyte antigen (HLA) testing market, genetic testing including microsatellite analyses, DNA post-PCR separation and analysis at different resolutions, and RNA integrity quality control. Qiagen said eGene’s product offering is “highly synergistic” with its sample and assay technologies.

Next-generation products will most likely include an expanded menu of products targeting use in research in applied testing and molecular diagnostics and may be combined with the Qiagen’s recently acquired QIAplex technology.

In connection with the merger Ming Liu, PhD, eGene’s CEO, Varoujan Amirkhanian, eGene’s executive VP and Director, and Peter Sheu, eGene’s CFO, have entered into employment agreements with Qiagen.

In other dealmaking activity:

• Beckman Coulter (BC; Fullerton, California), a developer of biomedical testing products, reported that the mandatory antitrust waiting period associated with its proposed $1.55 billion acquisition of Biosite (San Diego) has expired and that the U.S. Federal Trade Commission did not request any additional information or documentary material.

“We are pleased to have achieved this significant milestone toward the completion of our acquisition of Biosite. “Expiration of the waiting period without a second request for information further demonstrates the certainty of Beckman Coulter’s transaction with Biosite, and we remain on schedule to close the transaction by early May,” said Scott Garret, president/CEO of BC, referring to a later bid from rival Inverness Medical Innovations (IMI; Waltham, Massachusetts) that values the Biosite shares at $90, $5 dollars more than the BC offer.

The Biosite board said it is in the process of considering the IMI bid.

“We continue to be very enthusiastic about the prospects for developing Biosite and Beckman Coulter as a combined business,” said Garret.

The BC tender offer is not subject to any financing conditions and is scheduled to be completed at midnight, EST, April 27.

Biosite also acknowledged passing of the antitrust milestone but made no further statements about which offer it will ultimately accept.

• Biotel (Minneapolis) reported receiving a proposal from Arrhythmia Research Technology (ART; Fitchburg, Massachusetts) to acquire all of its outstanding shares through a conversion, at each Biotel shareholder’s election, of one share of Biotel common stock into $4 in cash or 0.154 shares of ART’s common stock.

The election is subject to a limitation that no more than 50% of Biotel’s shares convert into cash consideration. The closing price for ART’s common stock on April 11 was $24.63. ART indicated that the transaction was conditioned on negotiation and execution of a definitive merger agreement and reaching satisfactory employment agreements with Biotel personnel ART deemed key to the combined operations.

Biotel said that a special meeting of its board willbe called to consider the proposal prior to the expiration date for the proposal which ART said is April 24.

Biotel, through its wholly owned subsidiaries, offers analog and digital Holter recorders, as well as tape playback systems for analog devices. Holter recorders enable physicians to monitor and analyze a patient’s heart activity over a continuous period without the need for hospitalization.

The company also manufactures digital cardiac event recorder products, which record heart functions over a month or longer time period to record infrequent events, such as arrhythmia.

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