A Medical Device Daily

Ventana Medical Systems (Tucson, Arizona) reported signing an agreement to acquire Vision Systems (Melbourne, Australia), a manufacturer of instruments and reagents for anatomical pathology and research laboratories. Ventana will pay about $346 million in cash (A$2.13 a share) for all of the shares of Vision Systems and retirement of Vision Systems' convertible debt.

It said the merger has been approved by the boards of both companies.

Ventana said that the combination “creates a global supplier of solutions spanning the anatomical pathology environment.”

Founded in 1987, Vision Systems, founded in 1987, has operations in Australia, the U.S. and the UK and operates in two business segments: Vision BioSystems and Invetech.

Vision BioSystems manufactures automated instruments, including the Peloris tissue processor and the Bond-maX advanced staining system, as well as Novocastra antibodies and biochemical reagents for biopsy-based detection of cancer and infectious diseases.

Invetech, which Vision Systems calls its “core product development engine,” is a provider of research and product development services to diagnostic and life science companies.

Vision Systems' revenues are estimated to be about $80 million (A$106 million) for the fiscal year ended June 30, 2006, about 27% of the estimated combined revenues of the two companies for the 12 months ended June 30.

Christopher Gleeson, president and CEO of Ventana, said, “The combination of our respective instrument technologies and expansion of our reagent development and manufacturing capabilities are very complementary, and together with an expanded sales and support infrastructure, the consolidated company has a unique platform for growth. In addition, we will be able to utilize Invetech's core expertise to accelerate product development. . .”

Ventana said that the combined company is expected to expand Ventana's advanced staining product offerings via Vision Systems' portfolio of Novocastra antibodies and reagents as well as its Bond-maX staining system; strengthen its tissue preparation and primary staining offerings with the addition of the Peloris tissue processor and other products; and accelerate product development and revenue growth through expanded R&D and engineering.

Ventana said the transaction is expected to be neutral to EPS in 2007 and accretive thereafter. It said its 2006 outlook remains unchanged, excluding any transaction accounting impact, and that it will provide guidance for any transaction accounting impact and for 2007 “in due course.”

The transaction is subject to various approvals, with closing targeted for 4Q06.

Merrill Lynch & Co. is acting as financial advisor, and Wilson Sonsini Goodrich & Rosati and Baker & McKenzie are acting as legal counsel to Ventana. Caliburn Partnership is acting as financial advisor, and Minter Ellison is acting as legal counsel to Vision Systems.

Ventana manufactures instrument/reagent systems that automate slide preparation and staining in anatomical pathology and drug discovery laboratories.

In other dealmaking activity:

• CareTech Solutions (Troy, Michigan), an information technology (IT) and health information management (HIM) services provider, reported acquiring Sabre Consulting (Oxford, Michigan), including that company's iDoc product, a web-based document imaging and management solution with installations at hospitals, along with a portfolio of other web-based solutions. Financial terms were not disclosed.

The acquisition includes the transition of all of Sabre's employees to CareTech's headquarters in Troy. Ongoing support for existing product installs at area hospital clients will also transfer to CareTech.

CareTech said that the acquisition adds to its investment in web-based products, one of its growing segments. The Sabre product portfolio and development team will be integrated into CareTech's web Services division, one of five offerings the company has developed.

Formed in July 2005, CareTech's seb service line offers hospitals web-based products and solutions such as content management systems, online bill payment, on-line registration, patient portals and group communications resources.

CareTech said that with the integration of Sabre developers, Web Services will focus on building upon its current product line from a newly completed suite housed in its headquarters.

• ATS Medical (Minneapolis) reported that the U.S. Securities and Exchange Commission has declared effective the company's registration statement concerning its proposed acquisition of 3F Therapeutics (Lake Forest, California). Unveiled in January, the deal, with milestones, has been valued at $58 million (Medical Device Daily, Jan. 25, 2006).

The company will hold its annual meeting on Sept. 25 for a vote on the acquisition. Other customary closing conditions include approvals by ATS stockholders. ATS said it expects to close the deal soon after it receives the approval at the annual meeting.

ATS manufactures products focused on cardiac surgery. It reports more than 100,000 ATS Open Pivot Heart Valves implanted in patients worldwide.

Other product and service offerings include Simulus annuloplasty products for heart valve repair, Surgi-Frost and Frost-Byte products for surgical cryoablation, RTI Cardiovascular for allograft tissue services, home monitoring services for anticoagulation therapy, and the development of Parsus blood filtration technology.