A Medical Device Daily
Clarient (Alliso Viejo, California), a technology and services resource for pathologists, oncologists and pharmas, said it has agreed to purchase the assets of Trestle Holdings (Irvine, California), including its high-speed scanning technology and virtual systems, for about $3 million in cash, less the amount of liabilities assumed by Clarient at closing.
Deal close, expected in the third or early fourth quarter, is subject to the approval of Trestle's stockholders and other conditions.
Clarient said that the purchase positions it “as a leading provider in the anatomical pathology market; integrating image analysis, high-speed scanning capabilities and virtual microscopy into one offering.”
The company said that the merger of Trestle's technology with its complementing Automated Cellular Image Analysis Systems (ACIS) system enables Clarient “to cover virtually all of the pathology samples needing anatomical laboratory analysis.” The assets to be acquired include current product line and inventory, manufacturing capabilities, high speed scanning technology and related intellectual property.
Kenneth Bloom, MD, chief medical director of Clarient, said, “Trestle's high-speed scanning technology strongly complements [our] comprehensive cancer diagnostic services. This acquisition will provide Clarient with the capacity to provide a virtual pathology network linking Clarient with our customers, regardless of location, and allowing international access to our expert pathologists.”
Clarient also reported that it has accepted a commitment letter from Safeguard Scientifics (Wayne, Pennsylvania), its principal stockholder, to provide capital to Clarient as a back-up source to help fund the purchase of Trestle. Safeguard has agreed, if requested by Clarient, to purchase $3 million of Clarient common stock for a purchase price equal to a 15% discount from the 10-day trailing average closing share price of Clarient's common stock prior to the closing of the Trestle purchase or $1.50 per share, whichever is lower. In the event Clarient requests that Safeguard purchase these shares, Clarient would also issue to Safeguard warrants to purchase an additional 15% of the number of shares of common stock purchased by Safeguard.
Additionally Clarient has paid Safeguard a facility fee of $15,000 in cash plus a warrant to purchase 50,000 shares of common stock at a price equal to the 10-day trailing average closing share price of Clarient's common stock immediately prior to June 19.
Clarient describes its mission as the provision of technologies and services to improve the quality and reduce the cost of patient care as well as accelerating drug development. Its principal customers include pathologists, oncologists, hospitals and biopharmaceutical companies.
Patterson Companies (St. Paul, Minnesota) reported that it has acquired Dale Professional Surgical Supply (Long Island, New York), a distributor of rehabilitation equipment and supplies, becoming a branch office of the Patterson Medical rehabilitation unit. Terms of the all-cash transaction were not disclosed.
With sales of about $6 million, Dale is expected to have a neutral impact on Patterson's consolidated earnings during its first year as part of the company.
Dale is a distributor serving physical therapists, chiropractors, massage therapists and healthcare professionals in the New York metropolitan and New Jersey markets. Patterson Medical's existing sales representatives serving Dale's market will become part of the operations of this branch office.
Dave Sproat, president of Patterson, said the purchase “represents our initial step toward establishing a branch office structure capable of supporting a full-service, value-added business model. Dale has demonstrated that this strategic approach can be an effective means for reaching the rehabilitation market due to its fragmented customer base, the low cost of goods for the practitioner and the opportunities created by a relationship with a knowledgeable sales force. We expect to open or acquire additional branch offices in other geographic markets in fiscal 2007.”
Patterson Dental provides consumable dental products, equipment and software, turnkey digital solutions and value-added services to dentists and dental laboratories throughout North America. Patterson Medical is a distributor of rehabilitation supplies and non-wheelchair assistive products to the physical and occupational therapy markets.
In other dealmaking activity:
• ATS Medical (Minneapolis), a developer of cardiac surgery products and services, reported signing an extension to its January agreement to acquire 3F Therapeutics (Lake Forest, California) in a stock-for-stock transaction (Medical Device Daily, Jan. 25, 2006).
Michael Dale, president, CEO and chairman of ATS, said the extension “will provide the necessary time required to complete our work with the SEC and gain shareholder approval to close this very exciting and strategically important transaction.”
The deal will involve ATS issuing 9 million shares of ATS common stock to 3F shareholders, with 3F shareholders to be issued up to an additional 10 million shares upon the achievement of certain milestones.
3F, founded in 1998, is an early-stage company focused on minimally-invasive, beating-heart tissue valve replacement. ATS said it views the acquisition of 3F as a step in executing its vision of obtaining leadership in all segments of cardiac surgery. The 3F Aortic Bioprosthesis has been commercially released in Europe and is expected to be launched in the U.S. in early 2007.