A Medical Device Daily

Ventiv Health (Somerset, New Jersey) reported the completion of its acquisition of Adheris (Burlington, Massachusetts), an industry leader in the area of patient compliance and persistency programs.

Ventiv acquired Adheris for $60 million in cash and stock, plus earn-out payments for exceeding specified financial targets. Adheris provides a service with a proven history of improving medication adherence across nearly every chronic therapeutic category.

Ventiv is a provider of commercialization and complementary services to the global pharmaceutical, life sciences and biotechnology industries. It delivers its customized clinical, sales, marketing and communications services through three core business segments: Ventiv Commercial, Ventiv Clinical and Ventiv Communications.

PerkinElmer (Wellesley, Massachusetts), a leader in health sciences and photonics, said it has sold the assets of its semiconductor components business to Tara Capital for cash and assumed liabilities totaling about $26.5 million and an earnout that could increase the total consideration to in excess of $30 million.

This sale represents the last of three recent divestitures that comprised PerkinElmer’s Fluid Sciences unit. As previously disclosed, the company had sold its aerospace and fluid-testing businesses at the end of 2005, and has realized a total of about $400 million for the three businesses.

Health sciences end markets include genetic screening, environmental, service, biopharma, and medical imaging, while photonics markets include sensors and specialty lighting.

In other dealmaking news:

• Nuance Communications (Burlington, Massachusetts) and Dictaphone (Stratford, Connecticut) reported that the Department of Justice has granted early termination of the antitrust waiting period for Nuance’s proposed acquisition of Dictaphone. The transaction is expected to close by March 31, subject to customary conditions.

On Feb. 8, Nuance disclosed a definitive agreement to acquire Dictaphone, a provider of dictation and speech recognition solutions for the healthcare industry, for $375 million in cash (Medical Device Daily, Feb. 9, 2005).

Nuance said this acquisition “significantly accelerates” its strategy to automate manual transcription in healthcare, where an estimated $15 billion is spent worldwide each year.

Nuance provides speech and imaging solutions for businesses and consumers around the world.

• Kindred Healthcare (Louisville, Kentucky) reported that its subsidiaries have completed the acquisition of the long-term acute-care (LTAC) hospitals, skilled nursing facilities and assisted living facilities formerly operated by Commonwealth Communities Holdings and certain of its affiliates for a total purchase price of $125 million in cash.

In this transaction, the company acquired Commonwealth’s five freestanding LTAC hospitals and one hospital-in-hospital with a total of 421 hospital beds.

All of these facilities are located in Massachusetts except for two assisted living facilities in Maine. The assets being acquired currently generate annualized revenues of about $225 million.

In connection with the Commonwealth transaction, Kindred entered into a new master lease with an affiliate of Health Care REIT (HCN; Toledo, Ohio) to lease four of the Commonwealth freestanding LTAC hospitals for an initial aggregate annual rental of about $6.3 million. It also acquired a two-year option to purchase the real estate related to four LTAC hospitals from HCN for about $72.4 million.

The company made an initial payment of about $7.7 million to HCN at closing in connection with the hospital master lease.

In connection with the hospital master lease, Kindred and HCN terminated the previously announced agreement for Kindred to acquire the real estate related to the four freestanding LTAC hospitals from HCN for about $80 million.

In addition, the company entered into a new master lease with HCN to lease the nine Commonwealth skilled nursing facilities and the two co-located assisted living facilities for an initial aggregate annual rental of $10.7 million. Both master leases have a 15-year term with one 15-year renewal.

The $125 million purchase price to Commonwealth and the $7.7 million payment to HCN were funded primarily from borrowings under Kindred’s $400 million revolving credit agreement.

• Compuware (Detroit) reported that its Compuware Covisint unit has acquired privately held ProviderLink (Cary, North Carolina). Substantially all of ProviderLink’s approximately 30 employees will join Compuware, it said.

“This transaction brings Compuware Covisint a powerful, web-enabled application that – through effective management and sharing of healthcare communications and records – reduces healthcare costs and increases quality of care,” said Bob Paul, president and chief operating officer, Compuware Covisint. “ProviderLink will represent a key feature of Covisint’s healthcare strategy, eliminating redundant and hard-to-track phone, postal and telephonic business processes.”

Estimates suggest that as many as 70% of physicians still rely on paper-based systems. ProviderLink supports paper-based healthcare organizations such as these in interacting electronically with organizations of higher technology sophistication.

Compuware solutions are designed to accelerate the development, improve the quality and enhance the performance of critical business systems while enabling chief information officers to align and govern the entire IT portfolio, increasing efficiency, cost control and employee productivity throughout the IT organization.

• Fresenius Medical Care North America (Lexington, Massachusetts) reported that Florence Acquisition , an indirect subsidiary ofFresenius Medical Care AG (Bad Homburg, Germany), has determined the new pricing of its previously disclosed offer to purchase and consent solicitation for any and all of the outstanding $159,685,000 principal amount of 9% senior subordinated notes due 2011 of Renal Care Group (Nashville, Tennessee). The tender offer has been made in connection with the pending acquisition of Renal Care Group and its subsidiaries by Fresenius, which was first disclosed last spring (MDD, May 5, 2005).

As previously disclosed, the total consideration to be paid for validly tendered and accepted notes will be the present value of future cash flows up to and including Nov.1, 2007, based on the assumption that the notes will be redeemed at a price of $1,045 per $1,000 principal amount of notes on that date.

Based on an assumed payment date of March 15, the total consideration to be paid for each $1,000 principal amount of tendered and accepted notes would be $1,099.20, of which $30 is a consent payment payable only to holders who had validly tendered and not withdrawn their notes and delivered consents by 5 p.m. EST on Dec. 13, 2005. The tender offer will expire at 5 p.m. EST on March 14, unless extended or earlier terminated.

Fresenius is the world’s largest integrated provider of products and services for kidney dialysis.

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