A Medical Device Daily

Invitrogen (Carlsbad, California) and Sentigen Holding (Phillipsburg, New Jersey) reported a merger agreement for Invitrogen for acquire Sentigen in a cash transaction at a price of $3.37 a share, or about $25.9 million for all shares currently 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 assay 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.

“Adding Sentigen's capabilities to our drug discovery platform gives researchers an even broader array of solutions for GPCR screening, profiling and other cellular studies,” said Nick Ecos, vice president and general manager of Invitrogen's Discovery Sciences business.

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 August 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.

As a result of the proposed combination, Applied Imaging said it expects to better pursue growth opportunities and longer-term goals by leveraging technical and capital resources, as well as cross-selling an enhanced product portfolio.

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 also has offices in Boston and Munich, Germany.

In other dealmaking news;

Symmetry Medical (Warsaw, Indiana), a provider of products to the orthopedic device industry, reported the acquisition of Everest Metal. Symmetry acquired privately owned Everest Metal Finishing (Monsey, New York), and its affiliate Everest Metal International (Middleton Co. Cork, Ireland), for $8.8 million in cash, subject to adjustment for contingent consideration of up to $1.4 million.

The combined annualized sales for both companies are about $7 million.

Everest Metal's core competencies will accelerate Symmetry Medical's stated plan of growing the company's implant finishing business.

“This acquisition helps strengthen our competitive advantage as a total solutions provider,” said Brian Moore, president/CEO of Symmetry. “Everest expands our orthopedic implant finishing business, an area we have targeted for growth. With Everest, we acquire additional expertise in the orthopedic finishing arena and strengthen our local presence near Symmetry Medical customers.”

The company said it does not expect this acquisition to be accretive in 2006.

Nellcor (Pleasanton, California), a unit of Tyco Healthcare (Pembroke, Bermuda) has entered into an agreement with Lyntek for an exclusive worldwide license to certain patented technology developed by its founder and president, Dr. Lawrence Lynn. Financial terms of the deal were not disclosed.

Lynn is on staff at the Division of Pulmonary and Critical Care at Riverside and Doctors Hospital (Columbus, Ohio) and is executive director of the sleep and breathing research institute.

Nellcor said it will utilize Lynn's technology to enhance the utility and diagnostic value of pulse oximetry. The company said it believes that combining the Lyntek technology with Nellcor pulse oximetry algorithms allows more information to be derived from the oximeter waveform, thus giving clinicians earlier insight into changes in patient status, especially for conditions contributing to changes in oxygen saturation.

In addition, Nellcor said the Lyntek technology allows it to make improvements in alarm management.

Nellcor and other businesses within the Respiratory Division of Tyco Healthcare are also exploring options for applying Lyntek technology to other product areas. Lynn reports having more than 65 issued patents and pending patent applications in the U.S. related to medical devices.

• MedCath (Charlotte, North Carolina) reported completing its divestiture of its interest in Tucson Heart Hospital to Carondelet Heath Network (also Charlotte).

MedCath had previously reported the signing of a definitive agreement with Carondelet on Aug. 15 (Medical Device Daily, Aug. 16, 2006).

Carondelet acquired MedCath's 59% ownership interest in Tucson Heart Hospital, and the hospital repaid all secured debt owed to MedCath.

Total proceeds received by MedCath equaled $40.7 million. MedCath said it will use the proceeds for general corporate purposes, including investment in other hospital projects.

MedCath is focused on the diagnosis and treatment of cardiovascular disease. It owns interests in and operates 11 hospitals in Arizona, Arkansas, California, Louisiana, New Mexico, Ohio, South Dakota, and Texas. It also manages the cardiovascular program at various hospitals operated by other parties.