A Medical Device Daily
Allergan (Irvine, California) reported that it is again extending the expiration date of its exchange offer for all outstanding shares of common stock of breast implant maker Inamed (Santa Barbara, California).
Allergan, which beat out rival Medicis Pharmaceuticals (Phoenix) for the right to buy Inamed for $3.2 billion in November (Medical Device Daily, Nov. 16, 2005), is still awaiting U.S. antitrust approval and this is the fourth time since December that it has extended the share exchange offer.
To facilitate U.S. antitrust approval of the acquisition, Allergan and Inamed said they “continue to work with the Federal Trade Commission (FTC) to finalize Inamed's divestiture of its Reloxin license.“
The exchange offer, which was scheduled to expire at 5 p.m., EST, Feb. 22, now will expire at 6 p.m., EST, March 8. As of Feb. 21, about 18,727,874 shares, representing roughly 51% of Inamed's outstanding common stock, had been tendered.
Allergan also said it has delivered to Inamed written notice to extend the deadline for closing the exchange offer from Feb. 28 to March 30, as permitted under the terms of the merger agreement.
“We continue to make good progress in our proposed plan for the divestiture of Reloxin and are hopeful that the FTC will conclude their review shortly,“ said David Pyott, Allergan's chairman and CEO.
In the exchange offer, Allergan is offering to exchange for each outstanding share of common stock of Inamed, either $84 in cash or 0.8498 of a share of Allergan common stock, at the election of the holder.
Allergan develops products in the ophthalmology, neurosciences, medical dermatology, medical aesthetics and other specialty markets.
NovaMed (Chicago) said it has acquired a 65% interest in the Preston Plaza Surgery Center (Dallas), a multi-specialty ambulatory surgery center. This will be NovaMed's second surgery center in Texas, it said.
“Preston Plaza Surgery Center has three operating rooms and serves the north Dallas market. It is currently used by over 20 doctors, 17 of whom will be our partners in this center,“ said NovaMed President and CEO Thomas Hall. “In the last 12 months over 7,500 surgical procedures were performed at this surgery center, including orthopedic, pain management, ophthalmology, ENT and general surgery procedures. This transaction represents NovaMed's largest surgery center acquisition to date and we expect it to be immediately accretive to our earnings.“
NovaMed also reported that it has entered into a definitive agreement to acquire a 51% interest in a surgery center currently under development in Gainesville, Florida.
This center will be licensed as a multi-specialty center and will have two operating rooms. NovaMed expects to complete this acquisition in 2Q06 upon receiving the required licensure approvals from the state of Florida, and upon other routine closing conditions being satisfied.
NovaMed acquires, develops and operates ambulatory surgery centers in partnership with physicians. Including the above noted transactions, the company said it will have ownership interests in 30 surgery centers located in 16 states.
In other dealmaking news, American Medical Technologies (AMT; Corpus Christi, Texas) reported being in discussions to purchase Spectrum Dental (Culver City, California) for 3 million shares of AMT stock and $500,000.
Spectrum is a provider of professional tooth-whitening products under the brand names Contrastpm, Contrastpm plus and Contrastam. It markets its products to professional dental customers in the U.S. and worldwide via wholesale distribution, including firms such as Henry Schein (Melville, New York) and Patterson Dental (St. Paul, Minnesota).
Roger Dartt, president and CEO of AMT, said that Spectrum's tooth-whitening line would augment the AMT Hydrobrasion line, “highlighted by our Hydro Jet products.“
AMT will sign a manufacturing agreement with Westside Packaging, the current manufacturer of the Spectrum line, to manufacture the Spectrum product line for AMT. AMT said that as part of the same transaction, it will sell its 45,000-square-foot Corpus Christi facility for $1.9 million to the Sepulveda Group, and lease it back for five years.
AMT's Hydrobrasion products provide dentists with a minimally invasive process that removes dental tooth structure and tooth decay by means of a slurry composed of air, water and microparticles.