A Diagnostics & Imaging Week

Thermo Electron (Waltham, Massachusetts) and Fisher Scientific International (Hampton, New Hampshire) reported that, at separate meetings held last week, stockholders of both companies voted to approve their merger.

More than 99% of the shares represented were voted in favor of the transaction at the Fisher stockholder meeting, constituting a significant majority of the outstanding Fisher shares, it said. More than 98% of the Thermo shares represented at the Thermo meeting were voted in favor of the issuance of shares in the transaction. In addition, more than 94% of the Thermo shares voted, representing a significant majority of the outstanding shares, and approved the amendment of Thermo's certificate of incorporation to increase the number of shares of Thermo's common stock to 1.2 billion and to change the company's name upon the completion of the merger to Thermo Fisher Scientific.

"We are pleased by the strong support we have received from Thermo and Fisher Scientific shareholders," said Marijn Dekkers, president/CEO of Thermo. "As Thermo Fisher Scientific, we will have the product breadth, global reach and operational expertise to drive significant value for shareholders, customers and employees alike. We are now one step closer to creating the leading provider of innovative laboratory products and services in the life sciences, scientific research and healthcare industries."

The merger remains subject to regulatory approval; the companies expect the transaction will close in the fourth quarter.

Thermo is a leader in analytical instrument development. Its Life and Laboratory Sciences segment provides analytical instruments, scientific equipment, services and software solutions for life science, drug discovery, clinical, environmental and industrial laboratories. The Measurement and Control segment provides analytical instruments used in manufacturing processes and in-the-field applications.

Fisher Scientific is a provider of products and services for researchers and clinicians, from biochemicals, cell-culture media and proprietary RNAi technology to rapid-diagnostic tests, safety products and other consumable supplies.

In other dealmaking activity:

• Invitrogen (Carlsbad, California) and Sentigen Holding (Phillipsburg, New Jersey) reported a merger agreement for Invitrogen to acquire Sentigen in a cash transaction at a price of $3.37 a share, or about $25.9 million for all shares issued and outstanding. As of June 30, Sentigen had cash and cash investments on its books valued at about $11.7 million and debt of $800,000.

Invitrogen said that Sentigen's Tango Assay System and division-arrested Assay Ready Cells will bolster its position in assay development by providing a novel approach to screen G-protein coupled receptors (GPCR) and other key drug target classes, as well as providing a methodology to convert live cell assays into ready-to-use consumable products. Sentigen will become a part of Invitrogen's Discovery Sciences business (Madison, Wisconsin).

Tango technology provides a universal assay system for GPCR targets, a widely screened target class in drug discovery. The Tango assay platform also has utility in measuring protein-protein interactions in living cells, an important way to determine the function of a protein of interest.

Sentigen's Assay Ready Cells technology is designed to improve the quality of cellular assays used in drug screening and reduce costly ongoing cell culture operations to support cell-based drug discovery, uncoupling the process of cell production from drug screening, Invitrogen said.

The transaction, subject to various conditions including the approval of Sentigen's stockholders, is expected to close in the fourth quarter. Invitrogen said it does not expect this acquisition to have material impact on its FY06 financial results or decelerate the progress of its share repurchase program, reported on Aug. 3.

Invitrogen provides products and services supporting research institutions and pharmaceutical and biotech companies.

• 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 per share to acquire all of Applied Imaging's common stock.

The transaction is expected to close in 4Q06.

Mark Reid, CEO of Genetix, said, "By diversifying our product portfolio and building our U.S. presence we will be better able to address global growth opportunities in the drug discovery and clinical diagnostics markets.

Applied Imaging is a supplier of automated imaging and image analysis systems for the detection and characterization of chromosomes and molecular markers in genetics and cancer applications.

Genetix has offices in Boston and Munich, Germany.

• Bio-Reference Laboratories (Elmwood Park, New Jersey) has agreed to acquire GeneDx (Gaithersburg, Maryland), a gene-based testing laboratory. The purchase price will be as much as $17 million "if all contingencies and goals are achieved," according to Bio-Reference.

Bio-Reference said the deal will be accretive by at least 1 cent a share this fiscal year and at least 6 cents a share during the next fiscal year.

"GeneDx had revenues last year that were just short of $5 Million with EBITDA margins that surpassed 30%. This year the company has seen an increase in revenues of over 35%, with equally strong EBITDA margins.

Marc Grodman, MD, CEO of Bio-Reference, said deal closing will come "within the next two to three weeks, subject to the obtaining of certain consents." He added: "We believe GeneDx is the country's leading laboratory for the diagnosis of rare and complex genetic disorders; it is a pure genetics laboratory that is actually run by geneticists. DNA sequencing is the current gold standard of genetic testing and GeneDx with its expansive and, what we believe to be, unrivaled roster of testing holds a preeminent position in this diagnostic testing area."

Founders of GeneDx, Sherri Bale, PhD, and John Compton, PhD, are geneticists who worked at the National Institutes of Health (Bethesda, Maryland) until 2000, when they left to start GeneDx, and they will stay with the company.

Goodman said, "As we expand from the diagnosis of rare diseases to the diagnosis of the genetic variants of more common diseases, GeneDx brings to BRLI the expertise and capability to become a leader in this movement. From our base as a regional laboratory, BRLI has built focused markets where we can excel. We have done this in hematopathology, correctional health care and informatics.

Bale said, "Before we left the NIH, we knew that there would be a huge demand for the services that we established GeneDx to provide. We have been in discussions with BRLI for some time now and we are absolutely certain that together with BRLI we can make a difference in gene-based testing."

Bio-Reference bills itself as the largest independent regional clinical laboratory in the Northeast, with major market positions in physician offices, nursing homes and correctional institutions. The company reports specialty capabilities in the areas of genomics, oncology, correctional health and complementary medicine.

• Imaging Diagnostic Systems (IDSI; Fort Lauderdale, Florida) a developer of laser optical imaging systems, reported that it has licensed its technology for use in small animal imaging to Bioscan (Washington). Bioscan will pay an up-front license fee – the amount not disclosed – and royalty payments as the technology is commercialized.

IDSI granted Bioscan an exclusive worldwide license to manufacture and distribute optical imaging equipment incorporating IDSI's Laser Imager for Lab Animals (LILA) technology. IDSI will transfer its small animal optical computed tomography (CT) technology, including licensing 10 issued and three pending U.S. optical CT imaging patents.

• PerkinElmer (Boston), a leader in health sciences and photonics, said it has acquired Avalon Instruments (Belfast, Northern Ireland). Financial terms were not disclosed.

PerkinElmer said the acquisition expands and complements its molecular spectroscopy product portfolio by adding a family of bench-top dispersive Raman spectrometers. The Avalon Raman platforms support both bulk analysis and microscopic imaging, enabling scientists and technicians to gain more information about their samples with excellent reproducibility. Terms of the deal were not disclosed.

Raman spectroscopy identifies and characterizes the composition of both organic and inorganic materials in a wide range of applications. It is a complementary analysis technique to near infrared spectroscopy (NIR) and infrared spectroscopy (IR).