A Medical Device Daily

Cytyc (Marlbourough, Massachusetts), maker of the ThinPrep cervical cancer screening system, said it “remains confident” that 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 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 (Medical Device Daily, Sept. 15, 2006)

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 (MDD, Sept. 16, 2006).

“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:

• iVOW (San Diego), a provider of disease management services for the treatment of chronic and morbid obesity, reported a definitive merger agreement with Crdentia (Dallas), a U.S. provider of healthcare staffing services.

Crdentia will acquire iVOW for about $3.5 million in shares of Crdentia's common stock, subject to adjustment based on the iVOW bank and financing debt assumed by Crdentia, the value of any uncollected accounts receivable at closing and the value of any iVOW warrants assumed by Crdentia determined using the Black-Scholes pricing model. The transaction is subject to the approval of iVOW's stockholders, as well as the satisfaction of customary closing conditions.

The companies expect the closing to occur during the fourth quarter of this calendar year.

Crdentia said it intends to develop iVOW's programs for the medical management of chronic and morbid obesity. As part of the transaction, Crdentia said it intends to apply to have its common stock approved for quotation on the Nasdaq Capital Market.