A Medical Device Daily

Orthopedic device company Encore Medical (Austin, Texas) said that stockholders at a special meeting have voted to adopt the definitive merger agreement with a company newly formed and controlled by Blackstone Capital Partners in a private transaction.

In July, Encore entered into the agreement to be acquired by affiliates of Blackstone in a going-private merger for about $870 million (Medical Device Daily, July 6, 2006). Encore’s stockholders will receive $6.55 in cash for each share of Encore common stock they hold.

The parties were to consummate the transaction this past Friday. After transaction close, Encore’s common shares will no longer trade on the Nasdaq Global Market.

Encore has appointed Wells Fargo Bank as the agent for payment of the merger consideration upon consummation of the transaction.

The Blackstone Group, a global private investment and advisory firm, was founded in 1985. The firm has raised a total of about $59 billion for alternative asset investing since its formation, of which roughly $27 billion has been for private equity investing. The healthcare sector is one of Blackstone’s core focuses, with current investments in pharmaceuticals, hospitals, nursing homes, healthcare services and healt insurance.

In response to an unsolicited bid from a third party to acquire all of the outstanding securities of Applied Imaging (AI; San Jose, California), reported that its definitive agreement to be acquired by Genetix Group (New Milton, UK) was amended on Nov. 2. The amendment reflects another increase in the consideration payable by Genetix to Applied Imaging’s stockholders — from $3.70 per share to $3.80 per share.

This marked the second time in less than a week that the per-share price was increased due to third part interest. On Oct. 27, Genetix increased the share price from $3.50 to $3.70 (MDD, Oct. 31, 2006).

The original deal, first disclosed in September, called for Genetix to pay $18 million (MDD, Sept. 6, 2006).

A special meeting to approve the proposed acquisition is expected to take place Nov. 21.

AI is a supplier of automated imaging and image analysis systems for the detection and characterization of chromosomes and molecular markers in genetics and cancer applications.

The company markets a range of imaging and image analysis systems for fluorescence and brightfield microscopy, including the company’s Ariol and CytoVision product families. The company is also developing a system for the detection, quantification and characterization of circulating tumor cells from the blood of cancer patients.

Genetix provides applications for cell biology, proteomic and genomic research.

In other dealmaking news:

• Hackensack University Medical Center (HUMC, Westwood, New Jersey) has entered into a memorandum of understanding with Pascack Valley Hospital (PVH; also Westwood) to acquire the hospital from Well Care Group (Tampa, Florida).

The acquisition is expected to be completed in early 2007.

HUMC’s clinical and financial resources would support PVH’s programs, and help establish new services while also enhancing the overall technology and equipment at the hospital and its affiliates, the companies said. HUMC said it also is committed to enhancing the availability of full-time physicians and to establishing additional specialty care services in areas such as radiology, anesthesia, and in the emergency room.

Once the merger is complete, PVH will be renamed Pascack Valley Hospital , “an Affiliate of Hackensack University Medical Center.” Physicians on the medical staff of PVH will maintain their same privileges at HUMC going forward.

Hackensack University Medical Center, a 781-bed teaching and research hospital, says it is the largest provider of inpatient and outpatient services in New Jersey and the fourth largest hospital in the nation, based on admissions.

PVH is a 291-bed non-profit medical center and the flagship of Well Care Group, a network of healthcare services and physicians.

• Community Health Systems (CHS; Brentwood, Tennessee) reported the closing of two separate hospital acquisition transactions. Campbell Memorial Hospital (Weatherford, Texas), a 99-bed acute care general hospital and will be renamed “Weatherford Regional Medical Center,” was acquired in a 30-year prepaid lease transaction from the Parker County Hospital District.

The second transaction is also a long-term lease of a government entity-owned 25-bed facility called Union County Hospital (Anna, Illinois).

CHS is an operator of general acute care hospitals in non-urban communities throughout the U.S. Through its subsidiaries, it currently owns, leases or operates 77 hospitals in 22 states.

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