A Medical Device Daily
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 corporation 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.
• United Surgical Partners International (USPI; Dallas) reported that it had completed its previously reported acquisition of Surgis (Nashville, Tennessee), a privately held surgery center company. Financial terms were not disclosed.
USPI currently has ownership interests in or operates 128 surgical facilities.