A Diagnostics & Imaging Week
Cytyc (Marlborough, Massachusetts) reported that its wholly owned subsidiary, Augusta Medical, has now purchased more than 92% of the outstanding shares of common stock of Adeza Biomedical (Sunnyvale, California).
The initial offering period for the $452 million deal, which was first disclosed last month, expired, as scheduled, on March 16.
At that time, Augusta had purchased about 87.4% of Adeza’s outstanding common shares that had been tendered in the initial offering period.
The subsequent offering period for any and all remaining outstanding Adeza shares will expire at midnight, EDT, March 30.
All shares validly tendered during this subsequent offering period will be immediately accepted by Augusta and the tendering stockholders will be promptly paid after acceptance. The same $24 per share price offered in the initial offering period will be paid during the subsequent offering period.
As a result of Augusta’s ownership of more than 90% of Adeza’s outstanding shares of common stock, all shares of Adeza common stock not tendered during the subsequent offering period, and not held by a holder who demands appraisal rights for such shares under the Delaware General Corporation Law, will be converted into the right to receive $24 per share in cash pursuant to a short form merger which will occur promptly after the expiration of the subsequent offering period.
Cytyc manufactures diagnostic and surgical products in the women’s healthcare sector.
In other dealmaking news:
• Elekta (Stockholm, Sweden), a developer of advanced radiation therapy, comprehensive cancer management and noninvasive treatment of brain disorders reported its acquisition of 3D Line Medical Systems (Milan, Italy/Reston, Virginia).
Subject to customary conditions, Elekta will pay 110 million in cash for 3D Line’s assets related to radiation therapy and up to 18 M, based on future performance over the next years.
The company said the acquisition gives it “a highly qualified R&D group specialized in stereotactic radiosurgery and dynamic IMRT treatments as well as a product portfolio of advanced equipment and treatment planning software systems for performing radiation therapy with extreme precision and optimized dose distribution.”
Elekta said it will consolidate 3D Line into its accounts from May 1.
3D Line was founded in 1991 by Professor Cesare Giorgi, a neurosurgeon, and three computer scientists: Davide Casolino, Marco Luzzara and Enrico Ongania. The company has 35 employees and consultants, most based in Milan.
Among the 3D Line technologies available today, are the ERGO++, a planning system for stereotactic radiation therapy and dynamic IMRT and the DYNART series of micro-sized, multi-leaf collimators.
3D Line’s net sales totaled 16 million in 2006, with what it called a “moderate” profit.
The founders of 3D Line issued a statement saying that 3D Line “is one of the world’s most innovative and competent companies in supplying hardware and software for linear accelerator based stereotactic radiosurgery and dynamic IMRT treatment and we see a strong potential in becoming part of the Elekta Group, the pioneers of radiosurgery.”
The companies said that with the benefits of image-guided radiation therapy (IGRT), there is an increasing market demand for complete stereotactic add-on solutions, both by users who want to start a stereotactic program on limited basis and by those wanting to ensure that they have a multi-functional linear accelerator system also usable for the most advanced treatments.
Integrated in Elekta Axesse, a robotic image-guided stereotactic treatment management system from Elekta, 3D Line technology offers a platform for further integrated, open-architecture solutions for enhancing radiation precision and accuracy, they said.
“3D Line’s current products as well as the R&D pipeline fit extremely well into the Elekta Group and the acquisition is an important step in the further advancement of radiation therapy,” said Tomas Puusepp, president/CEO of Elekta. “3D Line’s cutting-edge technology for dynamic beam shaping, arc treatment and stereotactic treatment planning is an excellent addition to Elekta’s world-leading solutions for advanced radiation therapy and with the increased global sales reach within Elekta, we will be able to exploit the increasing demand for these products.”
Elekta is an international medical-technology group, providing solutions, information systems and services for cancer care and management of brain disorders, all employing noninvasive or minimally-invasive techniques.
Clinical solutions include, among others, Leksell Gamma Knife for treatment of brain disorders and Elekta Synergy for providing IGRT.
Following the acquisition of IMPAC Medical Systems (Mountain View, California) in April 2005, the Elekta Group began billing itself as the world’s largest supplier of oncology software.