A Medical Device Daily

The Federal Trade Commission approved the early termination of the antitrust waiting period for the proposed acquisition of TriPath Imaging (Burlington, North Carolina) by BD (Becton, Dickinson and Co.; Franklin Lakes, New Jersey).

In August, TriPath agreed to be acquired by BD for $9.25 per share in cash, or about $350 million (Medical Device Daily, Aug. 16, 2006).

Closing of the transaction remains subject to customary conditions, including approval of TriPath’s stockholders, set for a special meeting of stockholders Dec. 19. Holders of record of TriPath Imaging common stock as of the close of business on Oct. 25, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting.

TriPath develops solutions designed to improve the clinical management of cancer, including detection, diagnosis, staging and treatment.

Its wholly-owned subsidiary,TriPath Oncology , develops molecular diagnostic products for malignant melanoma and cancers of the cervix, breast, ovary and prostate.

Criticare Systems (Milwaukee) reported that its stockholders rejected all five proposals made by dissident stockholder BlueLine Partners, including Blueline’s proposal to replace a majority of the current directors with BlueLine’s handpicked nominees.

The deadline for submitting to the company the requisite consents was Oct. 27.

“We are grateful to our stockholders for their careful consideration of the issues in this consent solicitation and for the support they have shown to the company in deciding not to support any of BlueLine’s proposals,” said Emil Soika, company president/CEO. “We leave behind us a process that has been disruptive to the company, its employees, customers, suppliers and business partners and has come at the cost of very significant management and financial resources.”

The company also disclosed that, in the weeks preceding the Oct. 27 deadline, that it and BlueLine engaged in discussions intended to end BlueLine’s solicitation. The company said it offered BlueLine board representation, subject to compliance with the company’s policies and procedures, and to BlueLine’s agreeing to reasonable “standstill” and confidentiality restrictions. A mutually acceptable agreement, however, could not be reached.

“I regret that the parties were unable to find an amicable solution that would be in the best interests of all of our stockholders and at the same time address BlueLine’s concerns. However, we look forward to a constructive relationship with BlueLine as we continue to carry out our business plan to benefit all stockholders,” said Soika.

Criticare manufactures patient monitoring systems and noninvasive sensors for hospitals and alternate healthcare environments throughout the world.

In other dealmaking news: Cambrex (East Rutherford, New Jersey) reported that the previously disclosed sale of its Human Health facilities in Cork, Ireland, and Landen, Belgium, to International Chemical Investors (Luxembourg) was completed on Oct. 27.

Cambrex provides products and services to accelerate the discovery and commercialization of human therapeutics.