A Diagnostics & Imaging Week
Inverness Medical Innovations (IMI; Waltham, Massachusetts) a manufacturer of rapid diagnostic products, reported that it has acquired 75% of the capital stock of Instant Technologies (Norfolk, Virginia) for $43.7 million to be paid with 70% cash and 30% stock.
Instant distributes rapid drugs-of-abuse diagnostics used in the workplace, criminal justice and other markets, and bills itself as the largest single distributor for IMI's drugs-of-abuse testing products. Through the acquisition, Inverness said it recaptures significant margin recognized by Instant on the sale of drugs-of-abuse products manufactured by it.
The agreement includes an option, in certain circumstances, for IMI to acquire the remaining portion of Instant based on certain financial objectives.
Instant had revenues in 2006 of about $23 million, about half representing its gross margin in excess of IMI's supply costs and will be incremental to IMI's consolidated revenues.
"This transaction not only adds revenues and recaptures margin on our drugs-of-abuse products, but it gives us direct access to a large new customer base consisting of insurers, major corporations, prisons, law enforcement agencies and other government institutions," said Ron Zwanziger, CEO of IMI. "These customers, who are an important part of the drugs of abuse marketplace, have very different needs than the physicians' offices, laboratories and hospitals who we have traditionally served."
IMI said it plans to integrate certain of its existing drugs-of-abuse functions with those of Instant and maintain its existing relationships with its other distributors in this area.
In other dealmaking activity:
• Cytyc (Marlbourough, Massachusetts) reported the expiration of the initial offering period of the tender offer by its wholly-owned subsidiary Augusta Medical for all outstanding shares of common stock of Adeza Biomedical (Sunnyvale, California).
The initial offering period for the $452 million deal, that was first disclosed last month, expired, as scheduled on March 16.
Thus far, a total of about 15,347,000 Adeza shares were validly tendered to Augusta and not withdrawn, representing about 87.4% of the outstanding common stock of Adeza.
Cytyc has commenced a subsequent offering period for all remaining shares of Adeza common stock to permit stockholders who have not yet tendered their shares the opportunity to do so. That runs through March 30, unless further extended.
As a result of the merger, Adeza will become a subsidiary of Cytyc.
Cytyc's products cover a range of cancer and women's health applications, including cervical cancer screening, treatment of excessive menstrual bleeding, radiation treatment of early-stage breast cancer, and radiation treatment of patients with malignant brain tumors.
• MDS (Mississauga, Ontario), a provider of products and services to the global life sciences markets, reported the initial expiration date for the cash tender offer for outstanding shares of Molecular Devices (Sunnyvale, California) by MDS' subsidiary Monument Acquisition, was extended until 5 pm, EDT, March 19, unless extended.
The $615 million cash deal was first disclosed in January. The company said the offer has been extended because certain foreign regulatory conditions necessary to complete the acquisition have not been satisfied.
The Hart Scott Rodino waiting period has ended, and MDS said it continues to expect the transaction to close within the next several weeks.
MDS also reported that about 14,450,615 shares of Molecular Devices had been validly tendered and not validly withdrawn as of Tuesday, representing about 87% of currently issued and outstanding shares.
Molecular Devices is a supplier of bioanalytical measurement systems designed to accelerate drug discovery and other life sciences research.