A Diagnostics & Imaging Week
Cytyc (Marlbourough, Massachusetts), maker of the ThinPrep cervical cancer screening system, said it "remains confident" that litigation filed by Ventana Medical System's (Tucson, Arizona) litigation against Vision Systems (Melbourne, Australia) will not impede its plan to complete its $374 million all-cash buy of Vision Systems and it reaffirmed its intention to complete the merger.
Ventana is the spurned suitor for Vision, a manufacturer of instruments and reagents used to detect cancer, whose $346 million offer was trumped by Cytyc earlier this month.
In response to Cytyc's offer, Ventana said it intended to go ahead with a lawsuit against Vision to "protect its intellectual property," a suit it had deferred filing this pending the outcome of its Vision scheme.
"We have carefully examined the patent litigation filed on Sept. 18, 2006, by Ventana Medical Systems against a subsidiary of Vision Systems," Cytyc said in a statement. "This litigation involves U.S. Patent No. 6,594,537. We are completely satisfied that this new litigation will not stand in the way of our intention to complete this tender offer — and to deliver the superior value of our offer to Vision Systems shareholders — as quickly as possible. Accordingly, we do not regard the filing of this litigation as a material adverse change in relation to the offer."
The company added that it is aware that the Australian Competition & Consumer Commission has begun an informal review of Ventana's proposal to acquire Vision Systems as well as Cytyc's tender offer.
The company said it "remains confident that our tender offer has no risk of antitrust issues because, unlike Ventana, Cytyc is not a competitor of Vision Systems."
Cytyc is still seeking a favorable recommendation concerning the deal from the Vision Systems board because it noted that its "offer is all cash, is at a higher price than the Ventana proposal, has fewer conditions than the Ventana proposal and therefore has greater certainty of payment."
In other dealmaking activity:
• AMDL (Tustin, California), a developer of tests for the early detection of cancer and other diseases, reported completing its purchase of Jade Pharmaceuticals and its two China-based subsidiaries for 13,715,000 pre-reverse split shares of AMDL common stock.
The merger is scheduled to close on Sept. 28, immediately after the filing of a certificate of amendment to AMDL's certificate of incorporation which will increase AMDL's common stock, and reverse split the outstanding shares on a basis between 1-for-5 and 1-for-7.
AMDL is a theranostics company, involved in the detection and treatment of cancer. It is maker of the DR-70 non-invasive cancer blood test, which it says "has demonstrated its ability to detect the presence in humans of up to 14 cancers 84% of the time overall."
• Medical Services International (MSI; Edmonton, Alberta) has agreed to sell a 25% interest in its resort in Anguilla BWI for an all cash transaction with real estate investors valued at $2.25 million.
Closing of the sale is expected to occur in October, and MSI said that it will use the funds for short and long term commitments related to the marketing of its VScan product line, a rapid test kit for the screening of HIV 1&2, hepatitis B&C, tuberculosis, Dengue fever, West Nile, syphilis, malaria and prostate cancer.
The company said it believes this that this sale will allow it to expand and implement its marketing plans related to the VScan products in Europe on a more aggressive timeline.