• Applied Imaging (San Jose, California), a supplier of automated imaging and image analysis systems, reported an agreement to be acquired by Genetix Group (New Milton, Hampshire, UK), a cell biology, proteomics and genomics health technology group, for $18.3 million in cash. Genetix will pay $3.06 a share to acquire all of Applied Imaging’s common stock. The transaction is expected to close in 4Q06. Genetix has offices in Boston and Munich, Germany.

• Health Care REIT (Toledo, Ohio) reported that it will acquire Windrose Medical Properties Trust (Indianapolis) for about $877 million, including assumption of Windrose’s debt, totaling roughly $426 million as of June 30. Each outstanding share of Windrose will be exchanged for 0.4509 shares of Health Care REIT common stock. Windrose stockholders will own about 15% of Health Care REIT, assuming conversion of all of the outstanding Windrose convertible preferred stock. The transaction is expected to close by year-end.

• Matria Healthcare (Marietta, Georgia) reported completing the sale of Facet Technologies (also Marietta), a company subsidiary specializing in diabetes product design, development and assembly, to Water Street Capital (Chicago). Proceeds from the sale of Facet – which was first proposed in July – were about $122 million. Matria said it has used the net proceeds to complete its prepayment of the company’s First Lien, Tranche C indebtedness, due January 2007. Matria is a provider of health enhancement programs to health plans, employers and government agencies.

• Medical Action Industries (MAI; Hauppauge, New York), a supplier of disposable medical and surgical products, said it has agreed to acquire Medegen Medical Products (Scottsdale, Arizona) for $80 million in cash. Medegen, which has manufacturing facilities in Colorado and Tennessee, makes plastic patient utensils consisting of wash basins, bed pans, urinals and emesis basins. Medegen has annual revenues of about $100 million and will continue to operate out of its current facilities after deal closing. MAI manufactures disposable medical devices, marketing them primarily to acute care facilities in domestic and certain international markets. MAI said it has expanded its target market to include physician, dental and veterinary offices, out-patient surgery centers and long-term care facilities.

Kirtland Capital Partners reported that its portfolio company, MicroGroup Holding (Cleveland), has purchased Bolt Bethel and Bolt Blaine (both Minneapolis). Bolt manufactures precision metal components and assemblies for medical device, aerospace and defense products. Terms of the transaction were not disclosed. MicroGroup is a supplier of metal tubing and precision components primarily for medical device and analytical instrument customers.

• MIV Therapeutics (MIVT; Vancouver, British Columbia), a developer of biocompatible coatings and advanced drug delivery systems for cardiovascular stents and other implantable devices, said it has entered into an agreement to acquire Vascore Medical (Suzhou, China). MIVT’s proposed purchase calls for the payment of $1 million in cash and the issuance of 4 million restricted common shares, at $1 a share, over a period of time and subject to release based on certain escrow milestones. MIVT said that the purchase will provide it with extensive design, manufacturing and marketing capabilities.

• Natus Medical (San Carlos, California) reported that it has agreed to acquire Deltamed (Paris) and its wholly owned subsidiary, IT-Med (Frankfurt, Germany), for about $4 million (EUR 3.1 million). Deltamed manufactures devices used in the detection of neurological dysfunction, epilepsy and sleep disorders by using electroencephalograph and polysomnography technologies. Natus said it will retain Deltamed’s operations as well as its direct sales channels in France and Germany. Deltamed founder Robert LeGuen will continue as managing director of the organization.

• Ocean Tomo Auctions (Chicago) reported that White Water Investment has consigned U.S. Patent Nos. 6,214,045, 6,638,308 and 6,881,226, all titled “Bioabsorbable Breast Implant,” to be sold at the Ocean Tomo Fall 2006 Live Intellectual Property Auction, Oct. 26, in New York. The ‘045 patent successfully survived a challenge to its priority and validity, and won a favorable verdict of infringement in 2005 litigation against Ethicon Endo-Surgery, a subsidiary of Johnson & Johnson (New Brunswick, New Jersey). The patents disclose technology that would provide manufacturing and licensing opportunities to various 510(k)-enabled diagnostic, cosmetic and therapeutic treatments, the companies said. The applications of the disclosed technology are indicated subsequent to cancer biopsy and/or surgery of soft tissue, particularly, but not exclusively, of the breast.

• TriPath Imaging (Burlington, North Carolina) agreed to be acquired by BD (Becton Dickinson and Co.; Franklin Lakes, New Jersey) for $9.25 per share in cash, or about $350 million. TriPath said it expects to close the acquisition in 4Q06. The deal represents an 81% premium to TriPath’s closing share price of $5.12 on Aug. 14, when Becton made its bid. BD said the deal expands its presence in cancer diagnostics.

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