A Medical Device Daily
NxStage Medical (Lawrence, Massachusetts), manufacturer of the NxStage System One portable kidney dialysis machine, reported the offering of 5,613,371 shares of its common stock at a price to the public of $8.75 per share.
Of the total, 5.5 million shares are being sold by NxStage for expected total net proceeds of about $44.6 million to the company, after deducting underwriting discounts and commissions and estimated offering expenses. About 113,371 shares are being sold by selling stockholders and NxStage will not receive any proceeds from their sale.
The underwriters have been granted a 30-day option to purchase up to an additional 825,000 shares from NxStage to cover any over-allotments.
A registration statement relating to these securities has been filed with and declared effective by the SEC.
Merrill Lynch & Co. and JPMorgan are joint book-running managers for the offering. Thomas Weisel Partners and JMP Securities are co-managers.
NxStage develops dialysis systems for the treatment of end-stage renal disease and acute kidney failure.
Hanger Orthopedic Group (Bethesda, Maryland) reported that it has begun its tender offers to purchase for cash any and all of its outstanding $200 million aggregate principal amount of 10-3/8% senior notes due 2009 and its outstanding $15,562,000 aggregate principal amount of 11-1/4% senior subordinated notes due 2009 and consent solicitations for certain proposed amendments to the indentures pursuant to which the notes were issued.
Hanger reported that as of 11:59 p.m. EST on June 6, the expiration date of the tender offers, that 95.46% of the 10-3/8 notes and 99.51% of the 11-1/4 noted had been tendered and accepted for payment.
Lehman Brothers, Citigroup and Investment Banking are the co-dealer managers for the offers and co-solicitation agents for the solicitations.
Hanger is a provider of orthotic and prosthetic patient care services. Its two key operating units are patient care, consisting of nationwide orthotic and prosthetic practice centers; and distribution, which consists of distribution centers managing the supply chain of orthotic and prosthetic componentry to Hanger and third party patient care centers.
In other dealmaking news:
• Aksys (Lincolnshire, Illinois), a developer of dialysis systems, reported that it expects to file with the SEC a Schedule 14f-1 regarding its planned change in the majority of the directors on its board.
The board changes will become effective at the closing of the securities purchase agreement previously entered into by Aksys and Durus Life Sciences Master Fund, which is expected to occur on or about June 23.
As previously disclosed in April, at the closing of the securities purchase agreement, Durus will exchange about $5 million of existing subordinated promissory notes of the company currently held by Durus for new shares of the company's Series B preferred stock, which are convertible into 5 million shares of common stock of the company, and for warrants to purchase five million shares of common stock of the company (Medical Device Daily, April 4, 2006).
Durus also will exchange at the time of the closing about $10.8 million of existing subordinated promissory notes of the company for roughly $10.8 million of senior secured notes of the company. Durus will separately provide the company at the time of the closing with a line of credit for up to $5 million.
In addition, furthering its commitment to Aksys, Durus has informed the company that it expects to exercise its option under the securities purchase agreement to purchase for cash from the company between $1 million and $2 million of additional Series B preferred stock, convertible into shares of common stock at an initial conversion price of $1 per share, and warrants to purchase shares of common stock at $1.10 per share.
The securities purchase agreement provides Durus with the option to purchase at one or more closings up to an additional $15 million of additional shares of the company's Series B preferred stock and warrants on substantially the same terms as Durus' initial investment in the company pursuant to the securities purchase agreement.
As a result of the changes to the board of directors, Aksys' board will consist of a total of seven directors. The new directors appointed to the board will be Douglass Given, a partner at Bay City Capital Given; Timothy. Mayleben, a consultant with ElMa Advisors; Gretchen Piller, director of research for Torrey Associates; and Leslie Lake, managing director of the Invus Group.
• Boston Scientific (Natick, Massachusetts) reported the completion of a public offering of $1.2 billion aggregate principal amount of its senior notes under the company's shelf registration statement. The public offering consists of $600 million of 6% notes, due June 15, 2011, and $600 million of 6.40% notes, due June 15, 2016.
The company said it plans to use the net offering proceeds for general corporate purposes, including to fund taxes payable relative to Guidant 's asset sale to Abbott Laboratories (Abbott Park, Illinois) and to repay around $350 million of outstanding borrowings under the company's credit and security facility secured by the company's U.S. trade receivables.