A Medical Device Daily

HealthpointCapital (New York) reported the acquisition of MicroDental Laboratories (Dublin, California) by its portfolio company, DTI Dental Technologies (Vancouver, British Columbia). Terms of the transaction were not disclosed.

MicroDental is a cosmetic dentistry laboratory and maker of restorative, reconstructive and cosmetic dental products such as crowns, bridges, veneers, implants and dentures.

Prior to this transaction, MicroDental had been a portfolio company of Riverside Partners since 2001.

MicroDental works closely with manufacturers, cosmetic dentists and professional organizations to help develop new materials, dental procedures and continuing educational opportunities for dental industry professionals.

DTI custom designs and fabricates crowns, bridges, dentures, cosmetic appliances and orthodontic appliances for its customers,

MacroArray Technologies (Philadelphia) reported that it has signed a licensing agreement with Abbott Laboratories (Abbott Park, Illinois) for MacroArray's antibody test for prostate cancer.

As part of the agreement, Abbott will develop and market the PCADM-1 test, an assay to detect the PCADM-1 prostate specific protein in urine.

"This collaboration with Abbott is the first step in implementing our strategy for the discovery, development and commercialization of novel tests for unmet needs for cancer diagnosis and monitoring, and marks a significant milestone for MacroArray," said Michael Wassil, CEO of MacroArray.

The PCADM-1 gene is characterized as a mutated form of the S2 gene and studies have demonstrated the PCADM-1 gene to be over-expressed only in malignant prostate tissue. In blinded studies of 533 patients, results indicated the test has an average sensitivity of 79%, and a specificity of 73% to 100%. The test may offer advantages over prostate specific antigen testing, the current standard for initial prostate cancer screening in conjunction with a digital rectal exam.

MacroArray makes technology that is being designed to identify and develop diagnostic markers for the early detection and staging of cancer and linking these diagnostic tests to therapeutic monitoring and efficacy.

In other dealmaking news:

Express Scripts (St. Louis) complained about what it called the "flawed merger process pursued by the Caremark Rx (Nashville, Tennessee) board of directors." Specifically, it said the board's refusal to permit confirmatory due diligence by Express Scripts "prevents Caremark stockholders from receiving Express Scripts' best and final offer to acquire the company."

"Our current offer is the best and only offer we can make at this time," said George Paz, Express Scripts president/CEO and chairman. "We cannot in good conscience offer more consideration without an opportunity to conduct confirmatory due diligence. There is no way around it, the best case scenario for Express Scripts and Caremark stockholders is for bidders to have equal information and then engage in a competitive bid process."

The Express Scripts offer is currently to acquire all outstanding shares of Caremark for $29.25 in cash and 0.426 shares of Express Scripts stock for each share of Caremark stock. The company will pay additional cash consideration of $0.00481 of cash per share per day, which will accrue beginning on April 1, through the closing date of Express Scripts' acquisition of Caremark, or 45 days after the company receives Federal Trade Commission approval of the transaction, whichever comes first.

Express Scripts said that Caremark stockholders should have the opportunity to own a high growth Express Scripts stock, and in the CVS (Woonsocket, Rhode Island) proposal, Caremark's stockholders are being offered currency in a lower growth stock.

Express Scripts said it has "significantly outperformed" CVS over the last 10 years, with total stockholder returns of 1695% to 335%, respectively. The Express Scripts proposal also offers greater certainty of value provided by the greater cash portion of its offer, it concluded.

Skadden, Arps, Slate, Meagher & Flom, Arnold & Porter, and Young Conaway Stargatt & Taylor, are acting as legal counsel to Express Scripts, and Citigroup Corporate and Investment Banking and Credit Suisse are acting as financial advisors. MacKenzie Partners is acting as proxy advisor to Express Scripts.

As of the close of business on March 9, a total of 5,945,856 shares of Caremark common stock had been tendered into the exchange offer.

RehabCare Group (St. Louis) and St. Luke's Hospital (Chesterfield, Missouri) have signed a definitive agreement to form a joint venture that will develop a new physical rehabilitation hospital in West St. Louis County.

The project received CON (Certificate of Need) approval in February from the Missouri.

The 35-bed hospital will offer intensive inpatient rehabilitation programming for patients with an acute injury or illness, such as stroke, brain injury or neurological disorder. It will expand St. Luke's existing 16-bed acute rehabilitation unit, which offers similar services, and will be jointly owned and operated by RehabCare and St. Luke's.

RehabCare owns and operates freestanding rehabilitation and long-term acute care hospitals across the country.

St. Luke's Hospital is a 493-bed non-profit hospital providing comprehensive healthcare services.

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