A Medical Device Daily

Allergan (Irvine, California) reported that it has successfully completed its exchange offer for all outstanding shares of common stock of breast implant maker Inamed (Santa Barbara, California). The exchange offer expired this past Friday, at which time all shares of Inamed common stock validly tendered were accepted for exchange.

At the time the exchange offer closed, 34.97 million shares, representing about 94.74%, of Inamed's outstanding common stock, had been tendered. Of the shares tendered, 2.44 million shares, representing roughly 6.6%, of Inamed's outstanding common stock, were tendered pursuant to notices of guaranteed delivery.

Based on the preliminary exchange offer results, it appears that tendering Inamed stockholders have requested more Allergan common stock than is available under the terms of the exchange offer, and therefore it is expected that proration of Allergan common stock elections will be required.

Allergan said it would report the final exchange offer results, and the final proration factors, as promptly as practicable after guaranteed deliveries have been made and final calculations can be completed.

Assuming confirmation that at least 90% of the outstanding Inamed common stock was acquired in the exchange offer, Allergan said it expects to promptly complete the acquisition through a short-form merger under Delaware law.

Inamed had earlier been the acquisition target of Medicis Pharmaceutical (Scottsdale, Arizona) last fall when Allergan, maker of the dermal filler Botox, jumped into the fray in mid-November, offering about $3.2 billion in cash and stock to acquire the manufacturer of breast implants (Medical Device Daily, Nov. 16, 2005). That offer represented about a 16% premium over the Medicis offer.

Inamed agreed in March 2005 to be acquired by Medicis in a cash-and-stock deal then worth $2.8 billion.

Boston Scientific (Natick, Massachusetts) and Guidant (Indianapolis) yesterday reported that Institutional Shareholder Services (ISS; Rockville, Maryland), a leading proxy advisory firm, has recommended that shareholders of both companies vote in favor of the proposed combination of their two companies at each company's special meeting of shareholders to be held on Friday.

In its report, ISS noted the “compelling strategic rationale“ for the deal and said: “The acquisition of [Guidant] will allow [Boston Scientific] to diversify its product offerings, adding defibrillators and pacemakers, and should ameliorate some of the concerns regarding future growth.“

In other deal activity:

• Tm Bioscience (Toronto), a developer of commercial genetic tests, said it has signed an agreement with Sirius Genomics (Vancouver, British Columbia) for an exclusive commercial license to patents from Sirius for specific biomarkers related to drugs used to treat severe sepsis, including vasopressin.

Tm will provide an up-front payment of $4 million, which will be provided to Sirius in two equal installments in the second and third quarters of 2006. These payments will be repaid from net earnings on sales of the severe sepsis test, with remaining earnings shared equally between Sirius and Tm over the term of the agreement.

Tm said it would incorporate these markers into a test for use by critical care physicians that it expects to launch in the second half of 2007.

“Sepsis is a critical healthcare issue. One out of every three patients who develop severe sepsis will die within a month. There are limited treatments for severe sepsis,“ said Greg Hines, president and CEO of Tm. “By applying the genetic discoveries made by Sirius Genomics, we hope to develop an innovative genetic test that could be used to identify patients who are more likely to respond well to the two main drugs used to treat severe sepsis. Such tests could help save lives.“

The agreement covers a series of possible mutations that can occur in the genes associated with two proteins, protein C and arginine vasopressin.

Pediatrix Medical Group (Fort Lauderdale, Florida), a provider of neonatal, maternal-fetal and pediatric subspecialty physician services, reported the acquisition of Pediatric Cardiology of the Ozarks (Springfield, Missouri), a pediatric cardiology practice founded by James Shapiro, MD, in 1988.

Pediatrix said it paid an undisclosed amount of cash for the practice and that the transaction is expected to be immediately accretive.

The group collaborates with a Pediatrix neonatal intensive care unit at a nearby hospital.

Physicians in the Springfield practice provide non-invasive pediatric cardiology services to patients with congenital and acquired heart disease including echocardiograms, electrocardiograms, stress tests and fetal cardiology assessments. The group serves patients throughout the surrounding southwest Missouri, northern Arkansas, northeast Oklahoma and southwest Kansas communities. It also maintains an outreach clinic at a local hospital in Joplin, Missouri.