A Medical Device Daily

Thermo Electron (Waltham, Massachusetts) and Fisher Scientific International (Hampton, New Hampshire) reported that, at separate meetings held yesterday, 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, 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 approvals, and as previously reported, the companies continue to expect the transaction will close in 4Q06.

Thermo is a leader in analytical instrument development. Our instrument solutions enable our customers to make the world a healthier, cleaner and safer place. 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 is dedicated to providing analytical instruments used in manufacturing processes and in-the-field applications.

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

In other dealmaking activity:

• 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 one 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, “We have seen our business grow dramatically over the past six years. 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.

• PSIMedica , a business unit of the company, is a clinical knowledge management organization offering information solutions for reducing healthcare costs and improving performance “based on a scalable software engine using available source information, including claims data, enrollment data, prescription data and laboratory data.”