A Medical Device Daily

Henry Schein (Melville, New York), a provider of healthcare products and services to office-based practitioners, said it has signed a definitive agreement to sell its Hospital Supply Business, including extended-care operations.

The agreement is subject to certain closing conditions, including the unnamed purchaser obtaining financing for the transaction.

The company's decision to divest its Hospital Supply business was first reported in October. At that time, it noted that the business did not focus on its core customers of office-based practitioners, and provided little or no synergies with its core operations.

As a result of the divestiture, Henry Schein said it expects to realize a non-recurring after-tax loss from discontinued operations of between $21 and $24 million, or 21 cents to 24 cents a diluted share upon the closing of the transaction.

Henry Schein's four business groups – Dental, Medical, International and Technology – serve nearly 500,000 customers worldwide, including dental practices and laboratories, physician practices and veterinary clinics, as well as government and other institutions.

Reflect Scientific (Mountain View, California), a maker of laboratory equipment and related supplies to the life sciences industry, said it has executed a letter of intent to acquire JMST Systems (Colorado Springs, Colorado) for an undisclosed sum.

JMST makes chemical detection instrumentation and accessories for the biotechnology and pharmaceutical industries.

With this purchase, Reflect said it would increase its share of the life sciences market by capitalizing on the synergy between the two companies as well as selling and supporting the existing JMST product line.

In other dealmaking news:

• SurModics (Eden Prairie, Minnesota), a provider of surface modification and drug delivery technologies to the healthcare industry, said it has obtained an option to acquire a license with exclusivity in defined fields from InnoCore Technologies (Groningen, the Netherlands) to the SynBiosys polymer system – a family of biodegradable polymers for use in the site-specific delivery of drugs from medical devices.

The SynBiosys polymer system's biodegradability, biocompatibility and easily programmable release characteristics make it an excellent platform for the controlled release of a broad range of biologically active compounds, such as peptides and small to medium sized molecules, SurModics said.

In initial studies, InnoCore developed a six-month release formulation of a peptide using the SynBiosys polymer system, which showed true zero-order kinetics without initial burst release. It has further been demonstrated that the polymers can be made into various product configurations, such as coatings, membranes, microspheres, rods and gels.

Refac Optical Group (Fort Lee, New Jersey) reported that it has completed its acquisitions of U.S. Vision (Glendora, New Jersey) and OptiCare Health Systems (Waterbury, Connecticut) that were first reported in August (Medical Device Daily, Aug. 24, 2005). The company also changed its name to Refac Optical Group to better reflect its new businesses.

As a result of these acquisitions, Refac Optical Group said it has become a leader in the retail optical industry and the sixth largest retail optical chain in the U.S. It operates at 543 locations in 47 states and Canada, consisting of 517 licensed departments, eight freestanding stores, 18 eye health centers and professional optometric practices, two surgery centers, one of which is a laser correction center, and two manufacturing laboratories.

Prior to the completion of the transactions, the company, OptiCare and U.S. Vision were all controlled by Palisade Concentrated Equity Partnership. Following the transactions, Palisade owns about 88% of the combined company's outstanding shares.

In connection with the acquisition of OptiCare, Palisade received about 0.0403 shares of company common stock for each share of OptiCare common stock owned by it immediately prior to the transaction and preferred stockholders received 0.0403 shares of company common stock for each share of OptiCare common stock issued to them upon conversion of OptiCare preferred stock. All other shares of OptiCare common stock outstanding immediately prior to the transaction were converted into the right to receive 0.0472 shares of company common stock.

In the U.S. Vision transaction, U.S. Vision stockholders received 0.4141 shares of the company's common stock for each share of U.S. Vision common stock.

Upon completion of the transactions, 4.5 million and 6.6 million shares will be issued to OptiCare and U.S. Vision shareholders, respectively, and the company will have about 18 million shares outstanding. The closing price of the company's stock on March 3 was $8.15.

The company also announced that J. David Pierson has been promoted to president and CEO, having served as president and chief operating officer of Refac since June 2005.

Robert Tuchman, who has served as Refac's CEO since 1997, will now serve as its chairman, senior vice president, general counsel and secretary.

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