A Medical Device Daily

C. R. Bard (Murray Hill, New Jersey) said it has signed an agreement to acquire Venetec International (San Diego) for a purchase price of about $166 million in cash, or roughly five times its estimated 2006 revenues. Venetec markets the StatLock line of catheter securement systems.

Bard's Medical division (Covington, Georgia) will assume marketing responsibility for the line. The company said it expects to complete the transaction following the satisfaction of customary conditions, including Hart-Scott-Rodino clearance.

Catheter securement devices are used primarily in acute-care facilities to reduce restarts and complications associated with peripheral intravenous (IV) catheters. They are similarly used in conjunction with central venous and peripherally inserted central catheters (PICCs), Foley and dialysis catheters, nasogastric (NG) tubes and other catheter-based devices.

The U.S. market for catheter securement products is dominated by tape and transparent dressings and is estimated at about $300 million, with double-digit growth anticipated over the next decade.

Bard said the StatLock product line offers clinicians a simple, safe and cost-effective alternative to address problems associated with catheter placement and care.

"The StatLock catheter securement devices and associated technology fit very well strategically with several of our market leading product lines," said Timothy Ring, Bard chairman and CEO. "StatLock devices have strong brand recognition and come with an extensive intellectual property portfolio that includes 245 patents and patent applications. Additionally, the product line is supported by multiple clinical and economic outcomes studies."

Based on expected completion of the transaction in 2Q06, the company said it is raising its full-year 2006 constant currency revenue growth guidance by one percentage point to a range of 10% to 11%.

BioScrip (Minnetonka, Minnesota) said it has acquired Intravenous Therapy Services (ITS; Burbank, California), a specialty infusion company, for about $13 million in cash, plus a potential earn-out payment contingent on ITS achieving certain future financial performance benchmarks.

In addition, the company reported that it has increased its existing revolving credit facility with HFG Healthco-4, its primary lender, from $45 million to $65 million.

The company said it had sufficient borrowing capacity to acquire ITS under the terms of the existing facility; however it believed that increasing the line afforded it more flexibility to accommodate working capital needs and other potential strategic opportunities.

"This transaction complements our strategic objective of expanding BioScrip's infusion operations nationally," said Brian Reagan, executive vice president of the company's Infusion division. "The addition of ITS enhances our ability to service infusion patients on both the East and West coasts."

BioScrip said it expects ITS to be only marginally accretive to the company's earnings per share in calendar 2006 as a result of increased investment to support its sales growth and market expansion.

Immediately after the purchase, ITS will operate under the name BioScrip Infusion Services as a part of the company's Infusion division.

BioScrip partners with healthcare payors, pharmaceutical manufacturers, government agencies, physicians and patients to deliver cost effective programs that enhance the quality of patient life.

In other dealmaking news:

• Inverness Medical Innovations (IMI; Waltham, Massachusetts), a maker of consumer and professional medical diagnostic products and medical devices, has signed an agreement to acquire Clondiag Chip (Jena, Germany), which has developed a multiplexing technology for nucleic acid and immunoassay based diagnostics.

IMI acquired 67.45% of the stock of Clondiag for 218,502 shares and about $3.1 million in cash and agreed to settle obligations totaling about $10 million in 1Q06, primarily using cash.

Inverness will acquire the remaining 32.55% of the company's stock on or about Aug. 1 for an additional $4.9 million, based on current exchange rates.

The purchase agreement also calls for contingent consideration totaling roughly $8.9 million, consisting of 224,316 shares of common stock and about $3 million of cash or stock in the event that four specified products are developed based on Clondiag's platform technology.

The technology, which Clondiag has pioneered, presents a new opportunity to develop highly sensitive and specific nucleic acid probe and immunological tests, which are available today only in the clinical laboratory, for rapid point-of-care applications, Inverness said.

IMI is a supplier of consumer pregnancy and fertility/ ovulation tests and rapid point-of-care diagnostics.

• Symbion (Nashville, Tennessee), an owner and operator of short-stay surgery centers, has acquired a majority interest and consolidating position in Cypress Surgery Center (Wichita, Kansas), a multi-specialty ambulatory surgery center. Terms of the transaction were not disclosed.

Cypress Surgery Center, with six operating rooms and two special procedure rooms, began operations in July 2000. There are 38 active physician partners providing a full range of services to a population of about 1.2 million throughout 49 counties in southern Kansas.

Symbion owns and operates a network of 60 short-stay surgery centers in 22 states. The centers provide non-emergency surgical procedures across many specialties.

• Community Health Systems (Brentwood, Tennessee) reported the closing of its acquisition of Baptist Memorial Hospital-Forrest City , a 118-bed acute-care hospital. Forrest City is located about 40 miles west of Memphis, Tennessee.

The hospital, which will be renamed Forrest City Medical Center, will be leased from its owner, St. Francis County, Arkansas, and certain other assets are being acquired from Baptist Memorial Health Care (Memphis), the former operator of the hospital.

Community Health Systems is an operator of general acute care hospitals in non-urban communities throughout the country.

• Chiron (Emeryville, California) said it will convene a special meeting of stockholders on April 18 to vote to approve its proposed $5.1 billion cash acquisition byNovartis (Basel, Switzerland), which was first disclosed last November (Medical Device Daily, Nov. 1, 2005).

The meeting will be held at 8:30 a.m., PDT, at Chiron's headquarters. Stockholders at the close of business on the record date of March 3 will be eligible to vote at the special meeting.

Chiron operates three business segments: the fast-growing vaccines division, blood testing and biopharmaceuticals, which makes drugs for infectious diseases and cancer.

The biopharmaceuticals business will be incorporated into Novartis' drugs unit, while vaccines will become another Novartis business division, after generics and consumer health.

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