A Medical Device Daily
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.
AEG also develops photoconductor materials for use in a variety of electro photographic applications, including copying and printing. Its estimated revenue in calendar year 2005 was EUR 42.7 million.
With the acquisition of AEG, Hologic said it takes direct control over a critical step in its detector manufacturing process. It said they previously had developed a close relationship, including manufacturing and R&D.
"With our amorphous selenium detector technology, we are well positioned to benefit from the transition of analog to digital mammography," said Jack Cumming, chairman and CEO of Hologic. "Bringing amorphous selenium technology in-house should allow us to more efficiently manage our supply chain, improve manufacturing margins and respond to the continued growth of Selenia and future product development requirements."
Hologic said it expects the acquisition to be accretive to earnings.
Serologicals (Norcross, Georgia) reported completing its previously disclosed $64.5 million acquisition of Linco (St. Charles, Missouri), a private life sciences company focused on supplying research assays and test kits for the Luminex-based Multiplexing platform and other immunoassays (Medical Device Daily, March 27, 2006).
Serologicals paid $64.5 million in cash for the stock of Linco plus an additional $10.3 million for the land and buildings currently occupied by the unit.
Linco consists of two companies: Linco Research (LRI) and Linco Diagnostic Services (LDS). LRI is a life sciences provider of Multiplex, ELISA and RIA immunoassay products and technologies; LDS provides bioanalytical contract services supporting research and new pharmaceutical drug development.
Serologicals financed a portion of the purchase price for Linco from the proceeds of a new credit facility closed with the acquisition. The new credit facility includes a $50 million term loan and a $50 million revolving credit facility. JPMorgan Chase Bank is the administrative agent for the credit facility.
Serologicals itself is the target of a $1.4 billion merger with Millipore (Billerica, Massachusetts), first disclosed last month (MDD, April 26, 2006). That deal is expected to close by June 30.
In other dealmaking news:
• Advanced Refractive Technologies (ART; San Clemente, California), an ophthalmology development company, has acquired Ocular Therapeutics Technology from technology transfer companyUTEK (Plant City, Florida) in a stock transaction.
Ocular Therapeutics has licensed a small protein therapeutic (LD22-4) from a company called Motility (San Diego) for the treatment of the wet form of age-related macular degeneration (AMD). Wet AMD is one of the leading causes of severe vision loss and blindness in the adult population.
Because LD22-4 directly targets a fundamental requirement for the proliferation of blood vessels, i.e. cell migration, ART believes that its mode of action is distinct from other drugs that are on the market or that are in development by other biotechnology or pharmaceutical companies.
Cantel Medical (Little Falls, New Jersey), through its Mar Cor Purification subsidiary, has expanded its infection prevention and control business in water treatment by purchasing the assets of Fluid Solutions (Lowell, Massachusetts). Fluid Solutions develops water systems for use in biotech, pharmaceutical, research, hospitals, and semiconductor environments.
"We anticipate growing our business in Fluid Solutions' key markets, as well as expanding further into the healthcare and industrial arena," said Andrew Krakauer, executive vice president and COO of Cantel. "We foresee a number of operating synergies that will help drive both top line and bottom line performance."
Mar Cor will be retaining the employees of Fluid Solutions, including its president, Brian Hagopian, who has entered into a three-year employment agreement.
Cantel is a provider of infection prevention and control products in the healthcare market. Its products range from specialized medical device reprocessing systems for renal dialysis and endoscopy, to specialty packaging for infectious and biological specimens.
• Danaher (Washington) reported that it has received notification of early termination of the antitrust waiting period in its more than $2.2 billion previously disclosed bid to buy Sybron Dental Specialties (Newport Beach, California) (MDD, April 13, 2006). Danaher's tender offer for Sybron is currently scheduled to expire at midnight, EST, May 15.
Danaher is a manufacturer of professional instrumentation, industrial technologies, and tools and components.
Sybron and its subsidiaries make a broad range of 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.
• Honeywell (Morris Township, New Jersey) reported that its Specialty Materials business has sold its Arklow, Ireland, facility and operations to Sigma-Aldrich (St. Louis). Terms of the transaction were not disclosed.
The facility manufactures active pharmaceutical ingredients and was the last remaining part of Honeywell's pharmaceutical business, which the company largely divested in 2002.
Sigma-Aldrich manufactures life science products used in genomic research, biotech, and pharma development and the diagnosis of disease and as key components in pharmaceutical and other high-tech manufacturing.