A Medical Device Daily
Cytyc (Marlborough, Massachusetts) reported that its Augusta Medical subsidiary has completed its $52 million merger with Adeza Biomedical (Sunnyvale, California), with Adeza becoming a wholly owned subsidiary of Cytyc.
The initial offering period for the $452 million deal was first disclosed last month (Medical Device Daily, Feb. 13, 2007).
The merger was consummated effective without a meeting of the stockholders of Adeza in accordance with Delaware law.
Adeza's name has been changed to Cytyc Prenatal Products. All remaining outstanding shares of Adeza common stock were converted into the right to receive $24 a share in cash, other than shares held by Cytyc or any of its subsidiaries or shares held by Adeza stockholders who perfect their rights to appraisal in accordance with Delaware law.
"This acquisition represents another significant milestone for Cytyc as we expand our leadership in women's health to include maternal-fetal care," said Patrick Sullivan, Cytyc's president/CEO and chairman. "The FullTerm fetal fibronectin test offers clear clinical and cost benefits for the assessment of preterm birth and provides another excellent. We welcome Adeza's employees to the Cytyc family and look forward to working with our new colleagues to continue to deliver best in class products and service to Adeza's and Cytyc's customers."
Cytyc develops diagnostic and surgical products for cancer and women's health applications.
Beckman Coulter (Fullerton, California) reported that its subsidiary, Louisiana Acquisition Sub, has begun a tender offer for all outstanding shares of Biosite (San Diego), a biomedical company developing proteomics discoveries, of $85 a share in cash. The $1.55 billion acquisition was first disclosed last month (MDD, March 27, 2007)
The offer price represents about a 53.5% premium over Biosite's closing stock price of $55.38 on March 23 (the last trading day before the announcement of the merger agreement).
Biosite's board determined that the offer, the merger and the other transactions contemplated by the agreement are in the best interests of Biosite's stockholders, and it recommended stockholder adoption of the merger agreement, if adoption by Biosite stockholders is required.
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, April 27, unless extended.
Following completion of all requirements, Biosite will be a wholly owned Beckman Coulter subsidiary.
Beckman Coulter develops products designed to automate complex biomedical tests.
In other dealmaking news:
• Revolutions Medical (RevMed; Mount Pleasant, South Carolina) reported the completion of the $9 million acquisition of Clear Image Acquisition (Lexington, Massachusetts), a developer of software for blood collection agencies, first disclosed in February (MDD, Feb. 1, 2007), and the launch of its new web site, www.revolutionsmedical.com.
The web site has two videos; one for the Rev Vac 3 cc safety syringe, the other describing the new acquisition.
"The proprietary MRI software tools that RevMed now owns — color, 3-D, and auto segmentation — addresses such a huge market that continues to have double-digit growth," said Ron Wheet, CEO of RevMed. "I feel RevMed's new MRI proprietary technology will assist with these important health care needs and will continue to develop new products for the medical industry."
• Universal Hospital Services (UHS; Edina, Minnesota) reported completing its previously disclosed (MDD, Feb. 28, 2007) acquisition of the assets of the ICMS division of Intellamed (Bryan, Texas) in a deal that included assumption by UHS of certain ICMS liabilities.
UHS paid $14.4 million in cash, plus direct expenses, taking into account certain adjustments and a holdback. UHS paid two equal advances totaling $1 million in cash to Intellamed on Feb. 23 and Feb 28, repaid to UHS at closing.
In addition, UHS is to pay earnouts to Intellamed during the first and second 12 full consecutive months following the April 1 closing.
UHS is a provider of medical equipment outsourcing and services.
• PerkinElmer (Waltham, Massachusetts) said it has acquired Improvision (Coventry, UK) for cash, although the amount was undisclosed.
Improvision is a provider of cellular imaging software and integrated hardware solutions used in life sciences research. The company had revenue of about £6 million ($11.87 million) in 2006.
PerkinElmer said that the addition of Improvision's 3-D imaging and analysis software to its advanced HCS systems will provide a range of imaging solutions for analyzing cellular events, from real-time imaging of live cells to rapid high-content screening of multiple samples.
Improvision's flagship product is Volocity, a high-throughput 3-D and 4-D imaging software enabling the capture, visualization and analysis of images of cell-based processes, as well as integrated software and hardware solutions for the control and analysis of microscopy systems.