A Diagnostics & Imaging Week

Hologic (Bedford, Massachusetts), a provider of imaging and digital imaging systems for women's health, reported completing its acquisition of R2 Technology (Sunnyvale, California), a developer of computer-aided detection (CAD) systems.

Under the agreement first unveiled in April, Hologic will pay about $220 million, payable in somewhat more than 4.63 million shares of common stock, the actual number subject to reduction to reflect certain tax withholding obligations. Additionally, about 10% of the shares issued will be held in escrow and subject to forfeiture to satisfy R2 stockholder indemnification obligations.

Jack Cumming, CEO and chairman of Hologic, said, "Our relationship with R2 is about working together . . . to assist physicians in the early detection of breast cancer and lung disease. Combined, our customers have our assurance we will put our full resources behind development of new leading-edge technologies to improve the spectrum of detection capabilities."

John Pavlidis, president/CEO of R2, said, "We believe Hologic's experience and ability to work with partners to drive the adoption of value-added products in the sales channel will serve as the perfect complement to our technology platform."

R2 Technology bills itself as the pioneer of CAD for mammography. It says that in 1998 its ImageChecker system became the first CAD system FDA-approved for screening mammography. ImageChecker was also the first system approved for use with digital mammography.

Hologic's core businesses focus on osteoporosis assessment, mammography and breast biopsy, direct-to-digital X-ray for general radiography applications and mini C-arm imaging for orthopedic applications.

Beckman Coulter (Fullerton, California) reported acquiring an in vitro diagnostics license to all real-time polymerase chain reaction (PCR) patents and pending pat-ent applications owned or controlled by Roche Diagnostics (Indianapolis), a division of F. Hoffmann-La Roche (Basel, Switzerland), for a one-time fee of $27.5 million plus royalties on sales of all licensed products.

Beckman Coulter CEO Scott Garrett said, "We recently announced that Beckman Coulter reached a settlement with Applera [Norwalk, Connecticut], resulting in licenses to Beckman Coulter of the intellectual property needed for development of real-time PCR instrumentation for diagnostics. This additional license from Roche gives our company the intellectual property required to meet the molecular testing needs of routine labs for an automated, fully integrated system."

Garrett said development of the products, including instruments and diagnostic kits, would begin immediately, with initial launch expected in "two to three years."

Beckman Coulter manufactures biomedical testing instrument systems, tests and supplies that automate laboratory processes, from medical research and clinical trials to laboratory diagnostics and point-of-care testing.

In other dealmaking activity:

• Millipore (Billerica, Massachusetts) reported completing its acquisition of Serologicals (Norcross, Georgia), following approval by Serologicals' shareholders last week.

First disclosed in April, the deal calls for Millipore to acquire Serologicals for $31.55 per share, or about $1.4 billion, in an all-cash transaction, and the assumption of Serologicals debt. Millipore said that the acquisition transforms it "into a life science industry leader" with annual revenues of about $1.4 billion.

"The strategic combination of Millipore and Serologicals will enable us to leverage the complementary capabilities and resources of both companies," said Martin Madaus, CEO/chairman of Millipore. "Our combined global field organization of approximately 1,200 professionals – which includes some of the most technically advanced experts in the industry – will have the ability to sell a broad portfolio of innovative products and further expand our presence in emerging international markets. We now have a well-balanced growth profile."

Millipore said that the acquisition extends its bioprocess footprint into upstream biopharmaceutical manufacturing and accelerates its revenue and profitability with the addition of high-margin consumable products.

With the addition of Serologicals' R&D capabilities, Millipore said it would be able to pursue new markets, accelerate investment in new products and bring together the expertise of both companies.

Millipore is organized in two operating divisions: it says its Bioprocess Division enables pharmaceutical and biotechs to improve their manufacturing productivity, ensure the quality of drugs and scale up the production of difficult-to-manufacture biologics; its Bioscience division provides reagents, kits and other technologies and products for life science R&D.

• Caliper Life Sciences (Hopkinton, Massachusetts), a provider of products and services for drug discovery research, and Xenogen (Alameda, California), a developer of biophotonic imaging, reported that the registration statement-joint proxy statement for their pending merger has been declared effective by the Securities and Exchange Commission.

The companies will hold separate stockholder meetings on Aug. 9 to approve the merger agreement, in the case of the Xenogen meeting; and to approve the issuance of Caliper securities to the Xenogen stockholders and warrant holders pursuant to the pending merger, in the case of the Caliper meeting.

The deal, valued at $80 million in stock and warrants, was first reported in February. Caliper will issue about 13.2 million common shares and about 5.125 million warrants to purchase Caliper common shares in exchange for Xenogen's outstanding common shares and warrants.

Assuming stockholder approvals, the companies said they expect to complete the merger shortly after the meetings. And, based on this timing, Caliper anticipates 2006 full-year revenue between $110 million and $118 million.

Caliper says its mission is to transform drug discovery and diagnostics by offering an array of products and services for clinical experimentation.

Xenogen provides a suite of biophotonic real-time in vivo imaging and genetic modification technologies for expediting drug discovery and development. Its VivoVision Systems non-invasively illuminate biological processes within living mammals at the molecular level.

• Epix Pharmaceuticals (Cambridge, Massachusetts), a developer of pharmaceuticals for MRI which recently unveiled an agreement to merge with Predix Pharmaceuticals Holdings (Lexington, Massachusetts) reported that Schering (Berlin), which is merging with Bayer (Leverkusen, Germany), is not going to exercise its option for Epix's fibrin-binding imaging agent EP-2104R. Under the terms, Epix will retain full rights to the EP-2104R program.

"Although Schering has decided not to exercise its option, we intend to diligently pursue a collaboration for the continued development of EP-2104R with other potential partners," said Andrew Uprichard, MD, president/CEO of Epix. "We found the images generated from the Phase IIa feasibility studies of EP-2104R to be encouraging, and are excited about the potential role of EP-2104R in imaging medicine."

EP-2104R is Epix's second imaging agent in human clinical trials. The compound is a fibrin-binding agent designed to detect blood clots using MRI. After injection the agent localizes in fibrin, a constituent of all blood clots, allowing visualization using MRI. EPIX completed two Phase IIa studies earlier this year that evaluated the performance of EP-2104R in 52 patients. The agent confirmed the presence of thrombus in all vascular beds studied across the arterial and venous circulations and including the chambers of the heart. Despite the high-risk patients enrolled in these studies, no trends or patterns were seen in the overall safety data.

Epix uses its proprietary Target Visualization Technology to create imaging agents targeting the molecular level, enabling physicians to use MRI to obtain detailed information about specific disease processes.

Epix has filed a registration statement with the Securities and Exchange Commission containing a joint proxy statement/prospectus in connection with the proposed merger with Predix.