A Diagnostics & Imaging Week
Reflect Scientific (Mountain View, California), a company which provides laboratory equipment and related supplies to the medical device, biotechnology and pharmaceutical industries, reported an agreement to acquire California-based Cryomastor for $1.3 million.
Cryomastor has developed an ultra-low temperature (ULT) freezer that addresses a critical need as a repository for users in biotech, U.S. disease control centers, hospitals and military bio-research, Reflect said. The company's technology is expected to play an important role in areas such as vaccine storage, stem cell research and other emerging growth areas.
The terms of the merger call for Reflect to pay $700,000 to the Cryomastor shareholders, pro rata; an advance of $300,000 for the operations of Cryomastor; and the assumption of $300,000 in Cryomastor debt owed for a U.S. patent that comprises its intellectual property, within 90 days of the closing.
The company also has agreed to execute three-year employment agreements with Cryomastor's current directors and executive officers.
Reflect said it is conducting a private offering of restricted common stock through a registered broker/dealer to accredited investors at $1 per share to fund the merger, with a minimum offering of $1 million by June 30, which is a condition of the closing.
"Cryomastor offers a wealth of technology, which is offered in its next generation Ultra Low Temperature freezer units," said Kim Boyce, Reflect's president and CEO. "These units are typically installed in bio-repositories associated with the biotech and pharmaceutical industries as well as government facilities, universities and many other diverse applications that require a large number of reliable and energy efficient freezers."
In other dealmaking:
• Amplimedical, a manufacturer of molecular diagnostic products and a wholly owned subsidiary of Amplifon (Milan, Italy), reported that Nanogen (San Diego), a developer of advanced diagnostic products, will acquire the assets of Amplimedical's diagnostics division in a transaction of EUR 8.1 million consisting of EUR 2 million in cash and EUR 6.1 million in a promissory note convertible into Nanogen common shares. The acquisition is expected to close on May 1.
The Amplimedical diagnostics division has been active in the European and other markets since the early 1990s with its molecular diagnostic reagents.
Nanogen and Amplimedical have shared a strong business relationship for five years, during which time Amplimedical has been a distributor of Nanogen's NanoChip molecular biology workstation and NanoChip 400 instrument systems in Italy.
The Amplimedical diagnostics business will be merged with Nanogen's existing European operations to form Nanogen Advanced Diagnostics, which will become the focal point for Nanogen's operations in Europe, the Middle East, Africa and India. Nanogen Advanced Diagnostics will be based in Milan and Buttigliera Alta, Italy.
• SRI International (Menlo Park, California), an independent non-profit research and development organization, reported that it has acquired Quality Clinical Labs (QCL; Mountain View, California) for an undisclosed sum.
QCL says it is the only commercial laboratory of its type in California performing clinical pathology analyses in compliance with Good Laboratory Practice regulations. Founded in 1997, QCL specializes in clinical hematology and chemistry evaluations, which are a key component of the preclinical safety studies required by the FDA in the development of new drugs.
The company serves about 50 biotechnology and pharma clients throughout the San Francisco Bay area, including SRI.
"The clinical pathology work performed by QCL is an important addition to the comprehensive preclinical services that SRI provides its clients," said Jon Mirsalis, PhD, managing director of SRI's biosciences division.
Christina Tang, director of QCL, will continue to lead the QCL team, which will operate under its present name and from its current location in Mountain View.
The SRI biosciences division performs basic research on disease mechanisms, like an academic institution; drug discovery and the development of biologics, like a biotechnology or pharmaceutical company; and full-service preclinical contract research and development, like a contract research organization.
• AmeriPath (Palm Beach Gardens, Florida), a provider of anatomic pathology, dermatopathology and molecular diagnostics services, said it has acquired Rose Pathology Associates (Denver) for an undisclosed sum.
The company said the acquisition represents its latest effort to expand its Colorado-based services.
Rose Pathology Associates' specialists, qualified in pulmonary pathology, cytopathology, and hematopathology, also include a fellowship-trained breast pathologist.
AmeriPath Colorado (Colorado Pathology Consultants) is a group of 20 pathologists and more than 100 employees providing specialized anatomic and clinical pathology services to clients throughout the state of Colorado.