A Medical Device Daily

Per-Se Technologies (Alpharetta, Georgia) reported that its stockholders have voted at a special meeting to approve the company’s merger with a wholly-owned subsidiary of McKesson (San Francisco).

The proposed merger was unveiled in November, with the deal valued at about $1.8 billion (Medical Device Daily, Nov. 7, 2006). It is anticipated to close today, subject to the satisfaction or waiver of all the closing conditions of the merger agreement.

Under the agreement terms, Per-Se stockholders will receive $28 a share in cash, without interest.

Per-Se said that the number of shares voting to adopt the merger agreement represented about 86.9% of the total number of shares outstanding and entitled to vote.

When the deal was first disclosed, McKesson said that Per-Se “fits directly” with its plan to lead in solving “the clinical, financial and business process challenges facing healthcare.” It said Per-Se will give it “the nation’s largest electronic pharmacy network connecting approximately 90% of U.S. retail pharmacies to other business partners to help manage key clinical, financial and administrative transactions for the pharmacist and payor.”

Per-Se describes itself as a leader in “connective healthcare solutions that help enable physicians, pharmacies and hospitals to achieve their income potential by creating an environment that streamlines and simplifies the complex administrative burden of providing healthcare.” It reports a customer base of about 100,000 physicians in small practices, 17,000 hospital-affiliated physicians, 3,000 hospitals and 50,000 retail pharmacies.

McKesson is a Fortune 16 healthcare services and information technology company.

In other dealmaking activity:

• Cardinal Health (Dublin, Ohio), a provider of products and services supporting the healthcare industry, reported reaching an agreement to sell its Pharmaceutical Technologies and Services (PTS) segment to The Blackstone Group (New York) for about $3.3 billion in cash.

The PTS businesses manufacture and package medication and other products for pharma and biotech firms, employing about 10,000 at more than 30 facilities worldwide. It generates about $1.8 billion in annual revenue, and Cardinal said the sale is expected to generate about $3.1 billion in after-tax proceeds.

The net book value of the PTS segment is about $2 billion.

The sale is expected to close early in Cardinal’s fiscal fourth quarter, subject to customary closing conditions, including regulatory approvals.

Cardinal on Nov. 30, 2006, unveiled its plan to divest the segment to focus resources on its four remaining segments serving healthcare provider customers, such as hospitals and pharmacies (MDD, Dec. 1, 2006).

“We made very rapid progress in less than two months to reach an agreement with such a quality organization as The Blackstone Group,” said R. Kerry Clark, president/CEO of Cardinal. “The move allows us to accelerate the repurchase of Cardinal Health shares and focus our full attention on our mission to help make health care safer and more productive through our supply-chain and clinical products businesses.”

When the deal was first disclosed, Clark acknowledged synergies between PTS and Cardinal’s other business, but “we believe there is greater customer and shareholder value in the expansion of our supply-chain and medical and clinical products businesses domestically and internationally. These segments align with our core competencies and customers, and we see significant opportunities for future growth and improved return on capital.”

Cardinal said it will retain Martindale and Beckloff Associates, two businesses that support the generic pharmaceutical market.

The Blackstone Group is a global private investment and advisory firm.

• Tm Bioscience (Toronto), a developer of commercial genetic testing systems, confirmed that the Ontario Superior Court of Justice has granted an interim order approving the holding of a special meeting of Tm shareholders and option holders on Feb. 23 to approve the merger with Luminex (Austin, Texas)

Tm shareholders and optionholders of record at the close of business on Jan. 22, 2007 will be entitled to vote on the merger deal.

Luminex and Tm reported the merger plan in mid-December (MDD, Dec. 18, 2006).

Each Tm Bioscience share will be exchanged for 0.06 shares of Luminex common stock. The per-share consideration represents a 41.5% premium for Tm shares, based on the closing price of a share of Tm common stock and Luminex common stock on Dec. 14, the last trading day prior to the announcement of the acquisition.

Assuming Tm shareholders and optionholders approve the deal, final court approval will be required and sought from the Ontario Superior Court of Justice on or about Feb. 27. Assuming all other conditions are satisfied, the transaction is expected to close during the week of receipt of the final court approval.

Tm is developing DNA-based tests for genetic disorders, drug metabolism and infectious diseases.