A Medical Device Daily
Schick Technologies (Long Island City, New York) reported that the purported class action filed in connection with the company's proposed $1.5 billion merger with Sirona Dental Systems (Bensheim, Germany) has been voluntarily dismissed, without prejudice.
The merger – first unveiled late last year (Medical Device Daily, Sept. 27, 2005) – will be presented for shareholder approval at a meeting expected to take place in the second quarter of 2006.
When first reported, the companies said the completion of the merger would create a global player in dental technology with strong product lines in all of the major dental segments. Schick has a strong position in digital intra-oral imaging systems in North America, while Sirona is a prominent supplier of CEREC CAD/CAM restoration equipment, panoramic and intra-oral imaging systems, treatment centers and instruments worldwide.
The merged company will be renamed Sirona Dental Systems Inc. , with headquarters at Sirona's facilities in Bensheim, Germany, and U.S. headquarters at Schick's facilities in Long Island.
Schick said that the voluntary dismissal of the action is consistent with its previously disclosed view that the allegations contained in the complaint were unfounded and without merit.
Schick manufactures radiographic imaging systems and devices for the dental and medical markets, based on digital imaging technologies.
In other legalities:
LifePoint Hospitals (Brentwood, Tennessee) reported that a complaint has been filed against it and its directors by Accipiter Life Sciences Fund (New York) in the Court of Chancery in the State of Delaware.
The complaint alleges that the company's directors breached their fiduciary duties by enforcing the company's advance notification bylaw in connection with Accipter's attempt to nominate directors to the company's board.
Accipter, owner of more than 900,000 shares of common stock of LifePoint Hospitals, sent a letter dated March 31 to the LifePoint board serving notice of its intention to nominate Earl Holland, Mohsin Meghji and Nicole Viglucci for election to the LifePoint board at its annual meeting of stockholders.
Accipiter seeks, among other things, to enjoin the company from proceeding with its 2006 annual meeting without first waiving the advance notification bylaw and permitting Accipiter to solicit proxies on behalf of its nominees.
The Court of Chancery has set a preliminary injunction hearing for April 25.
LifePoint said it believes the suit is without merit and intends to defend against it vigorously. It said it continues to solicit proxies for the annual meeting, set for May.
In connection with the annual meeting, it has filed a definitive proxy statement with the SEC and may file additional proxy materials.
TSSI to offer talking prescription bottles
Wizzard Software (Pittsburgh), which focuses on speech recognition technology, and its subsidiary, MedivoxRx Technologies , reported that TSSI (Swindon, UK) will begin offering prescriptions in Rex Talking Prescription Bottles. Since 1994, TSSI has provided durable medical equipment and respiratory medications throughout San Diego County, California.
Rex-The Talking Bottle is an assistive device that allows users to “hear“ recorded medication instructions. Instructions or other important information are recorded into the base of the bottle and can be heard by simply pushing the button located on the side of the bottle, which is both portable and disposable.