A Medical Device Daily

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.

The company assigned to RAB all of its rights, 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.

“We are pleased we were able to structure this deal to bring such value to our shareholders,” said Matt Colbert, Lifestream's CFO. “Since January 2005, we have converted into common stock approximately $2.35 million in debt and accrued interest and significantly reduced general and administrative expenses. Coupled with this debt reduction, we are better positioned for a capital investment to facilitate the expected roll-out of our new Lifestream Two in One Blood Pressure/Cholesterol Monitor. We will continue to pursue additional cost-saving measures, as well as debt reduction and debt restructuring over the coming months.”

Danaher (Washington) and Sybron Dental Specialties (Newport Beach, California) jointly reported that Smile Acquisition Corp ., an indirect wholly owned subsidiary of Danaher, has purchased all of the shares tendered and not withdrawn pursuant to its tender offer for all of the outstanding shares of Sybron common stock at $47 per share, net to the seller in cash without interest.

Danaher first proposed the roughly $2 billion acquisition of Sybron back in April (Medical Device Daily, April 13, 2006).

The tender offer and withdrawal rights expired at midnight, EDT, on Monday. According to the depositary for the offer, a total of about 34.04 million shares of common stock of Sybron were tendered and not withdrawn prior to the expiration of the offer, including roughly 3.20 million shares subject to guaranteed delivery.

Stockholders who validly tendered prior to the expiration of the offer and whose shares were not properly withdrawn will promptly receive the offer price of $47 per share, net to the seller in cash without interest.

As a result of these purchases in the tender offer, Danaher, through Smile, now owns about 83.95% of the outstanding shares of Sybron common stock.

Danaher also reported that Smile will provide a subsequent offering period which will expire at midnight, EDT, on May 18, unless extended.

During this subsequent offering period, holders of shares of Sybron common stock who did not previously tender their shares into the offer may do so and Smile will promptly purchase any shares so tendered at $47 per share, net to the seller in cash without interest. In this merger, Smile will merge with and into Sybron and Sybron will become an indirect wholly owned subsidiary of Danaher.

If Danaher, through Smile, owns at least 90% of the outstanding shares of Sybron common stock after the subsequent offering period, the merger will be implemented on an expedited basis pursuant to the short-form merger procedure available under Delaware law.

Danaher is a manufacturer of professional instrumentation, industrial technologies, and tools and components.

Sybron and its subsidiaries are manufacturers of both a broad range of value-added products for the dental profession, including the specialty markets of orthodontics, endodontics and implantology, and a variety of infection prevention products for use by the medical profession.

In other dealmaking news, Advocat (Brentwood, Tennessee) reported that it closed the sale of 11 assisted living facilities in North Carolina for approximately $11 million. The net proceeds will be used to reduce debt.

“This sale will allow us to focus our attention on our core business of managing nursing home centers and to repay debt,” said William Council, CEO of Advocat.

The company's one remaining assisted living facility in North Carolina is under contract to sell for about $4 million. This sale is expected to close in 2Q06.

Advocat provides long term care services to nursing home patients in eight states, primarily in the southeast. The company has 43 centers containing 4,505 licensed nursing beds.

Amex grants PainCare deadline extension

PainCare Holdings (Orlando, Florida), which focuses on pain-focused medical and surgical solutions and services, reported that the American Stock Exchange notified PainCare that it has accepted the company's plan of compliance and granted an extension until June 2, for the company to file its Form 10-K for the fiscal year ended Dec. 31, 2005, and a further extension until June 30, 2006, to file its Form 10-Q for the period ended March 31.

The company will be subject to periodic review by Amex staff during the extension period. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards by the end of the extension period could result in PainCare being delisted from the American Stock Exchange, the company said.

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