A Medical Device Daily

Technology and tools manufacturerDanaher (Washington) and Sybron Dental Specialties (Newport Beach, California) yesterday reported an agreement in which Danaher will make a tender offer to acquire all of the outstanding shares of Sybron Dental for $47 a share, for a deal value of about $2 billion, plus a second-step cash-out merger at the offer price. In addition, Danaher expects to assume about $200 million of debt in connection with the acquisition.

The board of Sybron Dental has unanimously recommended that the shareholders of Sybron accept the offer which is subject to various conditions, including tender of a majority of the outstanding shares into the offer, and the absence of a material adverse change with respect to Sybron.

Danaher anticipates completing the offer in the second quarter of 2006.

Sybron manufactures a broad range of consumables and small equipment for the dental profession, including the specialty markets of orthodontics, endodontics and implantology. Sybron reported revenues of about $650 million in the most recent fiscal year.

H. Lawrence Culp Jr., Danaher's president and CEO, said, “The combination of Danaher and Sybron Dental makes very strong strategic and financial sense. Sybron's consumables and small equipment offerings are a logical extension of Danaher's existing dental equipment portfolio and will allow us to more broadly serve the dental community. We also believe there are excellent opportunities to strengthen Sybron Dental as well as accelerate its growth with the application of the Danaher Business System.“

Floyd Pickrell Jr., CEO of Sybron, said, “Danaher is committed to investing in our business, promoting further innovation in our product development efforts, and enhancing efficiencies in our operations. We believe our combined efforts will help Sybron extend the leadership position we have built in attractive markets throughout the world.“

Credit Suisse Securities acted as financial advisor to Sybron, and Hughes Hubbard & Reed and Quarles & Brady provided legal counsel to Sybron.

In other dealmaking:

• Fisher Scientific International (Hampton, New Hampshire) reported that it has agreed to acquire privately held Clintrak Pharmaceutical Services , a provider of clinical-trial label generation and supply-chain management services, for $125 million in cash from a group of investors led by Bear Growth Capital Partners.

Clintrak had 2005 revenues of around $31 million.

Fisher said the acquisition of Clintrak will enhance its existing biopharma services offering, which includes a clinical-trial materials, logistics, analytical testing and bio-specimen management services, and add complementary expertise in the area of complex clinical-trial labeling services.

The acquisition is expected to close early in the second quarter.

Fisher also reported that it has acquired privately held TC Tech (Maple Plain, Minnesota), a provider of single-use, flexible bioprocessing systems for bioprocess development and production applications.

TC Tech's products include sterile fluid-handling bags, bag manifold systems, tanks and tank liners, biopharmaceutical tubing and other components. Together with Fisher's HyClone operation, TC Tech will provide Fisher with a suite of disposable fluid- management systems and validated serum and media offerings for its biopharma customers.

Fisher said it is funding the acquisitions with cash-on-hand and bank borrowings. It said it expects the acquisitions will have no effect on its 2006 earnings per share but will be accretive in 2007.

Clintrak is a provider of clinical-trial printing services, including single panel label and booklet label design and production, to pharmaceutical and biotech companies worldwide.

TC Tech offers technologies designed to maximize the utility and application base of single-use products. TC Tech has representation in more than 100 countries and works on site with customers to optimize the design of disposable fluid-handling systems.

Fisher Scientific facilitates discovery researchers and clinicians in labs around the world with biochemicals, cell-culture media and proprietary RNAi technology, rapid-diagnostic tests, safety products and other consumable supplies.

Nanotechnologies (Austin, Texas), a manufacturer of high-performance nanoparticle based materials for the healthcare and electronics markets, reported the formation of Energetic Materials and Products (EMPI) to focus on emerging nano-energetics.

“The applications for our proprietary nanoaluminum based technology have tremendous potential for our country's defense and EMPI will be able to accelerate the development and commercialization of these products,“ said Dr. Dennis Wilson, who will become the CEO of EMPI.

The company will initially establish its research and test facility in northern New Mexico near Los Alamos National Laboratories and then establish a permanent testing facility in Socorro, New Mexico. “New Mexico has an exceptionally supportive infrastructure for our business, including the Energetic Materials Research and Testing Center at the New Mexico Institute of Mining and Technology,“ said Wilson.

Steve Leach, president and CEO of Nanotechnologies, said, “Our joint development efforts with our partners, supported by EMPI's facilities to formulate, test and scale-up nanoenergetic formulations and products should prove to be a powerful combination.“

Nanotechnologies said that the spin-out of EMPI reinforces its focus on its core markets: electronics materials and curing systems, healthcare and life science applications and high performance metal nanomaterials.

Founded in 1999, the company's core particle synthesis platform is based on proprietary pulsed plasma technology.