A Diagnostics & Imaging Week

Celsis International (Chicago), a life science products and services company, reported that it has acquired In Vitro Technologies (IVT; Baltimore) for $30 million in cash and an earn-out consideration capped at $5 million.

Celsis said that the acquisition adds products and services to its portfolio for the in vitro ADME (absorption/distribution/metabolism/excretion) toxicology market.

IVT supplies products and services to improve the drug discovery and development process with a portfolio that includes proprietary ADME-Tox products such as fresh and cyropreserved cells and enzymes.

An estimated 50% of drug candidates fail in clinical trials due to unanticipated pharmacokinetic and toxicology issues, Celsis said in a statement, and the integration of IVT into Celsis "creates the selection of candidates for the clinical trial stage."

Jay LeCoque, CEO of Celsis, said the acquisition creates "clear cross-selling opportunities which we expect to deliver material growth in the coming years. Celsis is well positioned to continue its track record of strong growth both organically and by acquisition."

Celsis provides products and services to the pharma, biopharma, and personal care and beverage industries through three businesses: rapid detection systems, analytical services and in vitro technologies. The company is listed on the London Stock Exchange.

Telzuit Medical Technologies (Orlando, Florida) has acquired PDS Imaging (PDS; Orlando), a mobile ultrasound and cardiac imaging company.

The company said the transaction was financed through a combination of cash and Telzuit stock, but specific financial terms were not disclosed.

PDS is a Medicare-approved independent diagnostic testing facility (IDTF) company offering echocardiograms, ultrasound and other outsourced diagnostic services to physicians and healthcare facilities in Central Florida.

Telzuit said that the acquisition fulfills three goals: adding cash-flow positive mobile ultrasound and cardiac imaging business to its clinic operations; expanding its patient/physician target market; and providing access to new patient base through credentialed IDTF. PDS's IDTF is in-network and credentialed with Medicare and most major private insurance groups.

Through the acquisition, Telzuit said it will gain direct access to an expanded physician base, with the ability to offer high-quality and affordable heart monitoring through its Statpatch wireless Holter monitor.

Telzuit said it is in the final stages of launching its first product, the Statpatch wireless heart monitor, a 12-lead wireless Holter monitor, which it says is new to the marketplace. Telzuit is building a dedicated intranet platform to handle several of the products it will be releasing, including the Statpatch. In addition the company operates several walk-in clinics in the Orlando area branded under Statcare.

Warren Stowell, CEO of Telzuit, said, "From a strategic standpoint both companies share a common mission of advancing the use and effectiveness of mobile medical technology . . . [PDS's] mobile imaging business operates in our geographic sweet spot, giving us direct access to a new pool of physicians that may have an immediate need for an affordable Holter monitoring service."

PDS has operations from Tampa to Orlando. In 2005 it posted revenue of $1.1 million. It currently services 140 physicians in Central Florida, with an average run-rate of more than 12,000 patient encounters per year.

In other dealmaking:

• Reflect Scientific (Mountain View, California), a manufacturer of laboratory equipment and related supplies to the biotech, pharmaceutical and medical industries, reported closing a private placement for the merger of California-based Cryomastor, raising, it said, in excess of its required $1 million acquisition fee. The deal was first disclosed last month.

Reflect received, as part of the completed merger, all rights to Cryomastor intellectual property, product and customer testing programs.

Cryomastor is a provider of low- and ultra low-temperature (ULT) storage systems to the biotech, life science, hospitals, military, research and disease control centers industries.

Reflect said that the Cryomastor Ultra Low Temperature freezer system was recently certified for use through a rigorous testing program and the initial units will begin shipping "in the very near future."

Kim Boyce, Reflect's president/CEO, said, "With the closing of our private placement . . . we are now prepared to move forward with commercial orders for our Ultra Low Temperature freezers. Our demonstration units have been a tremendous success, and we are excited to begin accepting orders and commence full production."

Reflect provides products for the biotechnology, pharmaceutical and medical industries.

• HealthSouth (Birmingham, Alabama) reported that it has signed an agreement to sell Cedar Court Rehabilitation Hospital (Melbourne, Australia), and related assets to Epworth Foundation and ING Management.

Cedar Court assets include a 74-bed rehabilitation hospital and outpatient center, a stand-alone rehabilitation facility at the Oasis Leisure Center and an occupational medicine rehabilitation therapy business. The transaction is subject to customary closing conditions, including clearance under the Australian Competition and Consumer Commission, the Victorian Department of Human Services and other regulatory approvals.

HealthSouth said that Cedar Court was the last of its international facilities and that the transaction signifies termination of its non-domestic operations.

Mark Tarr, president of HealthSouth's Inpatient Division, said, "We are pleased [Cedar Court] will be able to continue to serve the community under new ownership while we focus on strengthening HealthSouth's core businesses and growing in our target markets throughout the U.S."

HealthSouth is a major provider of outpatient surgery, diagnostic imaging and rehabilitative healthcare.