A Medical Device Daily

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 deal 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.

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.

"eGene has developed a sample separation system for nucleic acid processing that is both affordable and robust" said Peer Schatz, Qiagen's CEO. "With the eGene system, we are adding a consumable and instrument line which provides quality control capabilities following the use of sample technologies as well as a readout system for our assay technologies in one platform. The eGene solutions leverage and seamlessly combine with Qiagen sample and assay technologies and create novel and highly attractive molecular diagnostics solutions to our customers in research in clinical research, applied testing and molecular diagnostics."

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.

Invitrogen (Carlsbad, California), a provider of life science technologies for disease research and drug discovery, reported completing the sale of its BioReliance (Rockville, Maryland) business to Avista Capital Partners for $210 million.

Invitrogen only acquired BioReliance in 2004 for $48 a share (Medical Device Daily, Feb. 12, 2004), giving it an entry into the biologic testing marketplace, and the decision to sell the company comes as somewhat of a surprise.

"The decision to sell BioReliance followed a thorough portfolio review aimed at identifying our core competencies," said Greg Lucier, CEO and chairman of Invitrogen. "This divestiture allows us to focus on our core platform of tools and technologies and to grow our position as the premier consumables company in the marketplace."

Tim Derrington, general manager of BioReliance under Invitrogen, has been appointed CEO. Charles Harwood has been appointed executive chairman of the BioReliance board of directors. Harwood was previously President and CEO of Focus Diagnostics (Cypress, California), where he worked closely with the Avista Capital Partners team.

BioReliance is a contract service organization that provides biological safety, testing, toxicology, viral manufacturing and laboratory animal diagnostic services.

In other dealmaking news:

• SurModics (Eden Prairie, Minnesota), a provider of surface modification and drug delivery technologies to healthcare, reported signing an expanded corporate technology agreement with St. Jude Medical (St. Paul, Minnesota).

SurModics has licensed multiple technologies for use in products being developed in St. Jude's Cardiovascular and Cardiac Rhythm Management divisions. Surmodics said the agreement already covers devices including implantable pacemakers and the changes open up the opportunity for more use of its technology in a wider variety of cardiac devices. Terms of the expanded agreement were not disclosed.

"St. Jude Medical has been a valued customer of SurModics for over 16 years, and this license program takes our companies in exciting new directions," said Bruce Barclay, president/CEO of SurModics. "The agreement establishes a foundation for a broader deployment of our technology platforms. In addition, as our base of technologies has grown, we are delighted that St. Jude will have the ability to incorporate several of them as part of their product development pipeline. We look forward to collaborating with St. Jude to accelerate the commercialization of these exciting new products."

• pSivida (Perth, Australia) reported that its subsidiary, AION Diagnostics (Subiaco, Australia) will be sold to GEM Global Yield Fund (Boston), a portfolio management firm.

GEM will pay pSivida $3 million in two equal installments of $1.5 million upon the completion of an initial public offering of AION's stock on the Frankfurt Stock Exchange; and $1.5 million payable no later than 12 months after transaction close, in exchange for pSivida's entire holdings in AION.

pSivida has exclusively licensed the non-electronic imaging diagnostic applications of its BioSilicon technology to AION for which pSivida will receive royalties from all commercialized products. BioSilicon has applications in drug delivery, wound healing, orthopedics, and tissue engineering.

"We believe this transaction allows us to continue to focus on our core drug delivery business," said Dr. Paul Ashton, managing director of pSivida.