Roche (Basel Switzerland) reported that it has agreed to acquire BioVeris (Gaithersburg, Maryland) for $21.50 per share in cash, or a total of about $600 million.

The price represented a 58% premium to Tuesday's closing price of $13.60.

The purchase will allow Roche to expand its immunochemistry business from human diagnostics into new segments such as life science research, patient self-testing, veterinary testing, drug discovery, drug development and clinical trials, the company said.

By acquiring BioVeris, Roche will own the complete patent estate of the electrochemiluminescence (ECL) technology deployed in its Elecsys product line which gives Roche Diagnostics the opportunity to fully exploit the entire immunochemistry market.

"Given the history between the parties and the scope of Roche's existing diagnostics business, Roche is the natural buyer for BioVeris. We look forward to working with our colleagues at Roche to facilitate a timely close and orderly integration," said Samuel Wohlstadter, CEO/chairman of BioVeris.

"In comparison with other detection technologies ECL offers distinct advantages such as enhanced sensitivity, short incubation times and broad measuring ranges," said Severin Schwan, CEO of the Roche Diagnostics division said. This acquisition ensures that Roche will be able to provide unrestricted access to all customers and therefore represents a significant growth opportunity for our immunochemistry business."

"The field we were in was routine testing. We would have offered our test in a hospital, but if the same hospital wanted to do a clinical trial, we could not sell our tests for such a clinical trial," Schwan added.

Roche has been on a bit of a buying spree lately. Earlier this week, it bought privately owned antibody research group Therapeutic Human Polyclonals (Sunnyvale, California) for $56.5 million, while its Roche Diagnostics (Mannheim, Germany) division recently acquired 454 Life Sciences (Branford, Connecticut), part of Curagen (New Haven, Connecticut), for $155 million (Medical Device Daily, March 30, 2007).

In this latest merger, the boards of both companies have each unanimously approved the transaction, and the Bioveris board has recommended that its shareholders approve the transaction.

Wohlstadter has entered into a voting agreement with Roche in which he has agreed to vote all of his shares, representing about 20% of the shares of BioVeris entitled to vote, in favor of the transaction.

Lehman Brothers is serving as financial advisor to BioVeris. Houlihan Lokey Howard & Zukin is serving as financial advisor to the Special Committee of independent directors of BioVeris's board and provided a fairness opinion regarding the sale of certain BioVeris intellectual property and related assets to Wohlstadter. Skadden, Arps, Slate, Meagher & Flom is serving as BioVeris's legal counsel. Davis Polk & Wardwell and Foley & Lardner LLP are serving as Roche's legal counsel.

In other dealmaking news:

Andover Medical (North Andover, Massachusetts), a single source provider of orthopedic, podiatric and urological durable medical equipment (DME) and incontinence treatment solutions, reported that it has agreed to acquire Ortho-Medical Products (OMI; New York).

Andover will acquire all of the outstanding equity of OMI in exchange for $500,000 in cash and $2 million in restricted shares of Andover common stock. The final closing — expected in early April — will occur upon independent auditors completing an audit of OMI's 2005 and 2006 financial statements.

Andover said the transaction marks its first acquisition as a public company, as it intends to establish a nationwide network to assist practitioners in providing quality care and services to their patients.

OMI is a full-service provider of procedure specific, orthopedic DME, respiratory equipment, orthotic equipment, and prosthetic devices. It serves greater New York City; New York's Nassau, Suffolk, and Westchester Counties; Northern New Jersey; Upper New York State; and Connecticut.

• Community Health Systems (CHS; Franklin, Tennessee) reported that a subsidiary has acquired Lincoln General Hospital (Ruston, Louisiana), a 157-bed acute care hospital. The hospital is the company's third facility located in Louisiana and offers a full range of inpatient and outpatient services.

Ruston is about 70 miles east of Shreveport, Louisiana, and is home to both Louisiana Tech University and Grambling State University.

CHS is an operator of general acute care hospitals in non-urban communities throughout the country. Through its subsidiaries, the company currently owns, leases or operates 77 hospitals in 22 states.

• Home health nursing company Amedisys (Baton Rouge, Louisiana) reported the acquisition of a home care agency in Tallahassee, Florida, owned by American Home Patient (Brentwood, Tennessee) for an undisclosed sum.

The transaction was effective as of April 1 and is expected to contribute about $5 million in total annualized revenues.

• National Home Health Care (NHHC; Scarsdale, New York), a provider of home healthcare and staffing services in the Northeast, reported that it had entered into an amendment to the agreement and plan of merger between it and affiliates of Angelo Gordon & Co.

The amendment provides for the elimination of the payment of expenses in the event of the acceptance of a superior proposal and increases the amount of time during which NHHC's board and special committee may consider an acquisition proposal from a third party from 5 business days to 10 business days.