A Medical Device Daily
Concluding a lengthy acquisition path, Allergan (Irvine, California) yesterday reported the completion of its purchase of Inamed (Santa Barbara, California).
Allergan's initial offer to acquire Inamed was made last November (Medical Device Daily, Nov. 16, 2005), elbowing aside another suitor, Medicis Pharmaceutical (Scottsdale, Arizona).
The acquisition, Allergan said, expands its global position as “a premier specialty pharmaceutical and medical device company in high-growth markets and creates a world-leading medical aesthetics franchise, providing a broad, complementary portfolio of pharmaceutical and medical device products and offerings to physicians and patients.“
At the expiration of the exchange offer for all outstanding Inamed shares on March 17, more than 90% of the outstanding Inamed shares had been tendered and were accepted. The acquisition was completed through a short-form merger of a subsidiary of Allergan with and into Inamed.
“This is an exciting day for Allergan as we establish another leadership position in one of the world's fastest-growing markets,“ said David Pyott, Allergan's CEO and chairman. “The acquisition will help us better serve the needs of our customers and address the growing demand among the 'baby boomer' generation for safe and effective products that enhance one's well being and appearance.“
In the exchange offer, Allergan's wholly owned subsidiary offered to exchange for each outstanding share of Inamed common stock, either $84 in cash or 0.8498 of a share of Allergan common stock, so that 45% of the aggregate Inamed shares tendered will be exchanged for cash and 55% of the aggregate Inamed shares tendered will be exchanged for shares of Allergan common stock.
The acquisition is expected to be neutral to Allergan's adjusted EPS in 2006 and accretive to adjusted EPS in 2007 and beyond.
Allergan said it is “immediately commencing“ a 100-day integration plan to complete the majority of the organizational restructuring and has retained the services of Boston Consulting Group to assist in that process.
CBI Health (Toronto), a large Canadian rehabilitation company with more than 120 health centers, reported completing a management buyout, in partnership with Toronto-Callisto Capital (Toronto), from its parent company Select Medical (Mechanicsburg, Pennsylvania). Financial details were not disclosed.
All of the current CBI management team will continue to direct the company, its regions, divisions, subsidiaries and international affiliations, it said.
“It is my firm belief that CBI Health now represents the strongest platform on which to continue to build a broader more diversified company in the delivery of healthcare services in Canada,“ said Christopher Szybbo, president of CBI.
“CBI Health has proven to be very successful at creating high-quality outcomes for its patients and as a result has a leading position in a very important sector with strategic growth opportunities in Canada,“ said Joe Shlesinger, managing director, Callisto Capital.
CBI offers services in physiotherapy, occupational and exercise therapies, as well as massage therapy and physician and chiropractic services, across more than 120 community and hospital-based outpatient clinics, and eldercare services that add chiropody, nursing and personal support provided in long-term care facilities, retirement homes, assistive living residences and the patient's home.
In other dealmaking news:
• Lifeline Biotechnologies (Reno, Nevada) said that it is “actively pursuing“ acquisition and merger candidates to continue its growth.
“Lifeline Biotechnologies has incorporated a strategy to rapidly develop the company through the mergers and acquisition of other companies in the medical, nutraceutical and energy industries,“ said Jim Holmes, president and CEO of Lifeline. “This will enable the company to accumulate assets and increase revenues and profitability.“
Lifeline said it has completed initial patient testing of its OvaScope product, a micro endoscope to be used in the early detection of ovarian cancer.
Lifeline said that its technologies focus on prevention, early detection, diagnosis and quick recovery of a number of disease conditions. Its MastaScope is used in the early detection of cancer and other abnormalities of the breast. Its First Warning System for assisting in the early detection of breast cancer and the OvaScope for assisting in the early detection of ovarian cancer are continuing in development.
• Nationwide Health Properties (NHP; Newport Beach, California) said it has agreed to the purchase and master leaseback of the 32-facility, 19-state real estate holdings of Hearthstone Assisted Living (Houston). Financial terms were not disclosed.
NHP will acquire the entire holdings of Hearthstone for $419 million, plus an estimated $12 million of debt and closing costs. The deal is anticipated to close by May 31.
NHP has agreed to finance $15 million of Hearthstone's future facility expansions at the lease rate then in effect and to provide NHP with an exclusive acquisition right on its next $150 million of potential new investments, as well as a right of first offer/last look on an additional $150 million of potential new investments.
Abdo Khoury, NHP chief financial and portfolio officer, said, “NHP entered into an unsecured $200 million credit facility with JP Morgan Chase Bank that will permit NHP to draw such amount, together with funds available under the company's existing credit facility, as is necessary to complete the acquisition.“
NHP invests in healthcare facilities and reports investments in 446 facilities in 39 states.