A Medical Device Daily

Thoratec (Pleasanton, California), a maker of products to treat cardiovascular disease, said that its International Technidyne (ITC; Edison, New Jersey) division acquired A-vox Systems (San Antonio, Texas), a manufacturer of point-of-care (POC) products to perform CO-Oximetry testing.

ITC acquired all outstanding shares of privately held A-vox for about $9 million in cash, and A-vox has become a subsidiary of ITC.

Thoratec said this transaction is not expected to have a material impact on its 2006 financial results, but will be accretive to earnings in 2007.

"This transaction is an important event for ITC as it broadens our offerings for hospital POC testing, particularly in the cardiac catheterization lab where A-vox has an industry-leading presence," said Gary Burbach, president/CEO of Thoratec.

A-vox manufactures two devices designed to utilize light-scattering technology to make direct measurements in whole blood. The AVOXimeter 1000E is designed for the cardiac catheterization lab. The portable AVOXimeter 4000 provides a rapid assessment of a patient's oxygenation at the bedside. The AVOXimeter 4000 is used in routine testing.

"Acquiring the A-vox product line strengthens the position ITC has built in the hospital POC sector through our Hemochron Signature offering," said Larry Cohen, president of ITC. "In addition, we will be able to utilize idms, our proprietary data management software, to offer our IRMA TRUpoint blood gas analyzer, Hemochron Signature and the AVOXimeter 4000 as a unique and cost effective modular system that provides a comprehensive and complete solution for our customers."

ITC said it will to continue manufacture the A-vox devices at the facility in San Antonio, with a consolidation of those activities into ITC's Edison, New Jersey, manufacturing facility in 2007.

In other dealmaking news:

• Ithaka Acquisition (Miami) and Alsius (Irvine, California) have entered an agreement for Alsius to become an Itahka subsidiary. With merger consummation, Ithaka will seek a listing on Nasdaq, and it will change its name to Alsius Corporation .

Alsius is a commercial-stage company developing products to control patient temperature in critical care settings.

Its management team will remain in place, and William Worthen, its CEO, will become CEO and a director of Ithaka. Ithaka principals Paul Brooke and Eric Hecht will remain on the board of the combined company.

Brooke called Alsius "a rapidly growing company in an emerging market. The temperature control market should increase significantly with expanding use in areas such as cardiac arrest where the current outcomes are tragic and where cooling can increase the probability of survival with improved brain function. Alsius is the market leader in intravascular cooling and with Ithaka's resources, should accelerate market development and maintain market leadership."

Holders of Alsius equity and unsecured debt will receive a total of eight million shares of Ithaka common stock. Alsius holders will receive up to five million additional performance shares upon achievement of revenues of $14.8 million, $28 million, and $47 million for the years ending Dec. 31, 2007, 2008, and 2009. Another one million performance shares will be awarded to Alsius holders upon more than 20% over-achievement of the revenue milestones in 2007, 2008 and 2009. Alsius management will receive bonus payments of $3 million upon merger close, and will be entitled to receive up to $2 million upon achievement of the same revenue targets described above.

The Alsius holders will not be able to sell any of the Ithaka shares they receive in the merger until one year after consummation of the merger, with only 50% of such shares becoming saleable 12 months after the merger and 50% becoming saleable 18 months after the merger.

• Starpharma (Melbourne, Australia) said it has agreed to acquire Dendritic Nanotechnologies (DNT; Mount Pleasant, Michigan) for $6.97 million (A$9.36 million) through the issue of Starpharma shares.

Starpharma owns 33% of DNT; Dow Chemical is the other major shareholder with a 30% equity stake and will now become a substantial shareholder in Starpharma.

DNT will become a wholly owned operating subsidiary of Starpharma and remain a U.S. corporation based in Mount Pleasant, Michigan.

The transaction is subject to DNT shareholder approval, anticipated to be obtained in the next two weeks.

"DNT has exciting new intellectual property in its Priostar dendrimers, with existing royalty streams in place from leading life-science companies," said Starpharma CEO, Jackie Fairley. "We believe that the combined entity is ideally placed to capitalize on the significant commercial opportunities for the technology. This will give Starpharma the opportunity to commercialize dendrimer technology not only in the pharmaceutical sector but also into other nearer-term life-science and industrial applications."

Starpharma will acquire the remaining 67% of DNT to increase its equity interest to 100%, through the offer of ordinary shares in Starpharma. Post-transaction Dow will hold about 8.6% of Starpharma. The total of Starpharma shares to be issued is 20,096,899, representing about 13.6% of the issued capital of the company. Starpharma has also agreed to a royalty arrangement with Dow for a proportion of existing DNT royalty streams for up to five years, providing Dow maintains its shareholding in Starpharma.

Starpharma bills itself as "a world leader in the application of dendrimer-based nanotechnology to pharmaceuticals."