• Advanced Refractive Technologies (ART; San Clemente, California), an ophthalmology development company, has acquired Ocular Therapeutics Technology from technology transfer company UTEK (Plant City, Florida) in a stock transaction. Ocular Therapeutics has licensed a small protein therapeutic (LD22-4) from Motility (San Diego) for the treatment of the wet form of age-related macular degeneration.
• Curon Medical (Fremont, California) and Novasys Medical (Newark, California) jointly reported that they entered into an agreement for a worldwide, exclusive license of certain patents for which Novasys Medical is paying $650,000 in cash. With this agreement, Novasys said it has secured the rights to use certain intellectual property of Curon for the treatment of urinary incontinence and other genito-urinary conditions in men and women. Curon said the intellectual property involved is unrelated to its core business, and that this transaction will have no adverse impact on its applications of radio frequency energy for the treatment of gastroesophageal reflux disease (GERD) or bowel incontinence.
• Hologic (Bedford, Massachusetts), a provider of diagnostic and digital imaging systems focused on women’s health, reported acquiring AEG Elektrofotografie (Warstein, Germany) and its group of related companies for EUR 21 million ($26.56 million) subject to adjustment, plus a one-year earn-out of EUR 1.7 million. The price consists of about EUR 16.3 million in cash and another 109,720 shares of Hologic common stock. The common stock is subject to certain lockups based on achieving an EBITDA target or if the stock price increases/decreases by a set amount. The earn-out will be payable in cash if AEG Elektrofotografie calendar year 2006 EBITDA exceeds a pre-set amount. Privately held, AEG manufactures photoconductor materials and is Hologic’s sole supplier of amorphous selenium photoconductor coatings used in its Selenia full-field digital mammography detectors.
• Medical laser manufacturer Laserscope (San Jose, California) reported acquiring InnovaQuartz (IQ; Phoenix). Laserscope acquired all of the capital stock of InnovaQuartz for about $7.5 million in cash, the assumption of about $1.1 million in debt and future milestone payments, contingent on the financial performance of IQ over about three years. IQ manufactures medical devices for multiple medical procedures, including those used in the treatment of kidney, bladder and other urinary stones. InnovaQuartz’s medical devices include fiber optics, sterile fiber optic delivery devices, optical components and optical subassemblies. IQ will be managed and operated as a wholly owned subsidiary of Laserscope “for the foreseeable future,” Laserscope said.
• Lifestream Technologies (Post Falls, Idaho), a supplier of cholesterol monitors, reported that it has entered into a patent and trademark assignment and license assumption agreement with RAB Special Situations Fund for the sale of certain patents pending, licenses, and other intellectual property for the company’s personal health card technology. In connection with this agreement, the company assigned to RAB all of its right, title and interest in certain patent applications, trademarks and related license agreements in exchange for the cancellation of $4.5 million of secured and unsecured debt. The cancelled debt consisted of $3.48 million evidenced by various convertible term notes previously issued by the company in favor of RAB and $1.02 million evidenced by a loan agreement dated Nov. 12, 2004, between the company and RAB under which the outstanding balance as of the date of the assignment was $2.87 million.
• MediCor (Las Vegas) said it has closed the acquisition of privately owned UK-based breast implant manufacturer Biosil and related supplier Nagor for a combination of cash and stock. The combined purchase price for the two companies was 20 million ($37.82 million) in cash and 2.64 million shares of MediCor common stock. The acquisition was first unveiled in September 2005. The company said that with the acquisition of Biosil and Nagor, combined with its existing breast implant business, it controls about 30% of the worldwide breast implant market, excluding the U .S.
• Millipore (Billerica, Massachusetts) and Serologicals (Norcross, Georgia) reported that their boards have approved an agreement for Millipore to acquire Serologicals for $31.55 per share, or about $1.4 billion, in an all-cash transaction that also includes the assumption of Serologicals’ debt. Millipore said it believes the combination will strengthen its bioscience division by giving it leading positions in high-growth segments such as drug discovery products and services, antibodies, cell biology reagents and stem cell research. The company also said it expects to increase sales of Serologicals’ products in international markets such as Europe, Asia and Japan, where Millipore has a significant presence. The transaction, which Millipore said it expects to close by June 30, is subject to Serologicals shareholder approval and other regulatory approvals.
• Siemens (Erlangen, Germany) said it plans to acquire Diagnostic Products Corp. (DPC; Los Angeles), a force in the field of immunodiagnostics, for about $1.86 billion. DPC is focused on manufacturing and distributing automated body fluid analyzers and tests. In the merger, each shareholder of DPC will receive $58.50 in cash per share for each share of DPC stock then held. DPC will become a wholly owned subsidiary of Siemens Medical Solutions USA (Malvern, Pennsylvania).