A Medical Device Daily

HCA (Nashville, Tennessee), Bain Capital, Kohlberg Kravis Roberts & Co. and Merrill Lynch Global Private Equity reported an agreement under which affiliates of the private equity sponsors and HCA Founder Dr. Thomas Frist Jr. will acquire HCA for about $33 billion, including the assumption or repayment of around $11.7 billion in debt.

HCA stockholders will receive $51 in cash for each share of HCA common stock, a premium of about 18% to HCA's closing share price on July 18, the last trading day prior to press reports of rumors regarding the potential acquisition of HCA.

The board of HCA has approved the agreement and recommended that HCA's stockholders adopt the agreement. Frist and certain others also have reached agreements to vote their shares in favor of the transaction.

Jack Bovender Jr., HCA CEO and chairman, said, “We are very pleased to have an experienced group of investors who are committed to maintaining our company's culture of a patients-first approach to high quality, compassionate care. They are also committed to the welfare of our colleagues across the company who carry out that mission every day.”

With receipt of stockholder approval, expiration of the Hart-Scott-Rodino waiting period, and other closing conditions, the transaction is expected to be completed in 4Q06. It will be financed through a combination of equity contributed by the private equity consortium, Frist and members of management, and debt financing committed by Bank of America, Citigroup Global Markets, JPMorgan, and Merrill Lynch Capital.

The board of HCA said it will “actively solicit” superior proposals over the next 50 days.

Frist said the pending transaction “will position the company to continue its tradition of high-quality service provided with genuine caring. In addition, the transaction will position the company and its employees for sustained future success.”

Stephen Pagliuca, a managing director at Bain Capital, said, “HCA is the largest and most sophisticated operator in the U.S. hospital industry . . . We look forward to putting our extensive healthcare experience to work in order to support management in growing this outstanding company.”

Credit Suisse Securities and Morgan Stanley & Co. are acting as financial advisors. Merrill Lynch & Co. acted as lead M&A advisor, and Banc of America Securities, Citigroup Global Markets, and JPMorgan acted as merger and acquisition advisors, to the private equity consortium. Simpson Thacher & Bartlett is acting as legal advisor to the private equity consortium.

HCA's affiliates are owner/operators of 176 hospitals, 92 freestanding surgery centers and facilities, and they also are partners in joint ventures that own and operate seven hospitals and seven freestanding surgery centers. The company's facilities are located in 21 states in the U.S., England and Switzerland.

In other dealmaking activity:

• Wyndgate Technologies (Denver), a division of Global Med Technologies (Lakewood, California), reported that Childrens Hospital Los Angeles (CHLA) has signed a contract to license both the SafeTrace donor management system and the SafeTrace Tx transfusion management system. Financial terms were not disclosed.

CHLA bills itself as a leader in pediatric and adolescent health. It reports more than 295,000 visits annually, and it draws and transfuses more than 29,000 units of blood every year.

As a Vein-to-Vein customer, CHLA said it will use Wyndgate's SafeTrace system to manage information regarding blood donors, infectious disease testing, and inventory volumes and the SafeTrace Tx system to manage critical patient history and information on special transfusion requirements. The two systems integrate to enable tracking throughout the collection and transfusion process. The systems also collect information to increase the efficiency of administrative beyond tracking samples from donor to recipient, such as billing and reports.

Jacque Tagliere, blood bank manager at CHLA, said, “We decided to replace our current system with Wyndgate's solution because we need an advanced blood management system that is functionally rich, reliable and supported by a company we can trust.”

CHLA is affiliated with the Keck School of Medicine of the University of Southern California.

Global Med provides information management software products and services to healthcare.

• CambridgeMED (Woburn, Masssachusetts) reported that it has been acquired by Healagenics (Woburn), a firm focused on the wound care market. Terms were not disclosed.

Technologies being developed by the company focus on treating pressure and diabetic ulcers and open, chemical, radiation and burn wounds, as well as scar reduction and keloid management technology.

• PRA International (Reston, Virginia), a clinical research organization, reported closing its acquisition of Pharma Bio-Research (Zuidlaren, the Netherlands), an early-phase clinical development and bioanalytical laboratory company. The transaction is valued at EUR 84.6 million.

PRA said that the acquisition provides it an early phase development platform in Europe consisting of 140 beds, and a bioanalytical lab facility. Combined with PRA's Phase I clinic in Lenexa, the company has nearly 200 beds available for studies. PRA also plans to draw on PBR's expertise to establish lab facilities in the U.S. to support drug development for biotech and pharma clients.

Pat Donnelly, president/CEO of PRA, said, “[W]e anticipate complete assimilation of all operations within 100 days.”