A Diagnostics & Imaging Week

DexCom (San Diego) reported the pricing of $40 million of convertible senior notes, due 2027, in a private offering to institutional buyers.

The notes are convertible into shares of common stock based on an initial conversion rate of 128.2051 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of roughly $7.80 a share. The company granted to the initial purchaser a 30-day option to buy up to $20 million aggregate principal amount of additional notes.

The company said it will use the proceeds of the offering for working capital and general corporate purposes. If the initial purchaser buys the additional notes, the company said it intends to use a portion of the proceeds from the sale to enter into call spread transactions on its common stock that will relate to the entire amount of notes that DexCom issues in order to reduce the potential dilution from conversion of the notes.

Interest on the notes will be paid semiannually at 4.75% a year, DexCom said. The notes will be redeemable by DexCom beginning in March 20, 2010, at a price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest. Holders of the notes may require the company to repurchase the notes for cash equal to 100% of the principal amount to be repurchased plus accrued and unpaid interest upon the occurrence of certain designated events, including a change of control.

DexCom will have the right to automatically convert the notes if the closing price of its common stock exceeds 150% of the conversion price for at least 20 trading days during any 30-day period. If such an automatic conversion occurs before March 15, 2010, the company would be required to pay additional interest in cash or in shares of its common stock. The holders of the notes may require DexCom to repurchase the notes for cash on March 15, 2012, March 15, 2017, and March 15, 2022, at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid interest.

DexCom has developed a short-term continuous glucose monitoring system for diabetes patients, the DexCom STS System, which includes the STS Sensor, the STS Transmitter, and the STS Receiver. The tiny probe-like STS Sensor is inserted by the patient under the skin and is held in place by an adhesive. Once inserted, the STS Sensor begins continuously monitoring glucose. The STS Transmitter sends the glucose signal from the STS Sensor and wirelessly transmits the data to the hand-held STS Receiver. The STS Receiver processes the glucose signal and the Receiver displays the patient’s current glucose value, as well as 1-hr, 3-hr, and 9-hr trends. The Receiver also sounds an alert when a high or low glucose excursion is detected.

Clinical Data (Newton, Massachusetts) reported that affiliates of Chairman R.J. Kirk exercised warrants to purchase 190,505 shares of Clinical Data common stock at a purchase price of $19.45 per share.

The warrants were issued in a private placement of common stock and warrants in June 2006, and became exercisable on Dec. 13, 2006. As a result of the exercise of the warrants, Clinical Data received net cash proceeds of about $3.705 million.

“The nearly $4 million in proceeds from this transaction strengthens Clinical Data’s balance sheet and provides additional liquidity that will support our strategy to build shareholder value through, among other things, our ongoing Phase III clinical trial for Vilazodone which is scheduled for completion later this year, and the company’s continuing introduction of its proprietary Therapeutic Diagnostics that are designed to reduce the cost of care while improving patient outcomes,” said Drew Fromkin, president/CEO of Clinical Data.

Clinical Data is a biotechnology company with three divisions: its PGxHealth division focuses on genetic test and biomarker development to help predict drug safety and efficacy; its Cogenics division provides molecular and pharmacogenomics services to both research and regulated environments; its Vital Diagnostics division offers in vitro diagnostics solutions for the clinical laboratory.

Thermo Fisher Scientific (Waltham, Massachusetts) reported that its board has authorized the repurchase of $300 million of shares of its own common stock in the open market or in negotiated transactions through Feb. 28, 2008. The company’s previous stock repurchase authorization of $300 million was completed by year-end 2006.

Thermo Fisher Scientific provides analytical instruments in the U.S. and internationally, operating in two segments: Life and Laboratory Sciences, and Measurement and Control.