A Medical Device Daily

Boston Scientific (Natick, Massachusetts) and Guidant (Indianapolis) reported filing notifications with the U.S. Department of Justice and the Federal Trade Commission of their intentions to merge, in compliance with the notification requirements of the Hart-Scott-Rodino regulations.

Boston Scientific and Guidant on Jan. 25 reported entering into a merger agreement, with Boston Scientific acquiring all outstanding shares of Guidant for cash and stock worth $80 per Guidant share, about $27 billion (Medical Device Daily, Jan. 26, 2006).

Boston Scientific noted also that it had entered into an agreement for Abbott (Abbott Park, Illinois) to acquire Guidant's vascular intervention and endovascular businesses, while agreeing to share rights to Guidant's drug-eluting stent program with Boston Scientific.

Boston Scientific said that agreement would enable it “to rapidly secure antitrust approvals for the proposed transaction.”

Escalon Medical (Wayne, Pennsylvania) reported that its subsidiary, Escalon Digital Vision, trading as Escalon Medical Imaging (EMI), has completed its previously reported purchase of the assets of MRP Group (Lawrence, Massachusetts), a private ophthalmic technology provider. The purchase price included 250,000 shares of Escalon common stock and about $50,000 in cash.

MRP's products include retinal and slit lamp digital imaging systems, OphthaVision image management software and fundus camera power supplies. The retinal imaging systems consist of a two-camera configuration providing high sensitivity and resolution when performing eye tests such as fluorescein angiography and color retinal photography, the company said.

Richard DePiano, Escalon CEO and chairman, said, “We are confident that the integration of MRP Group's retinal imaging systems with EMI's existing ophthalmic photography product portfolio will position us to secure a leadership role in ophthalmic digital imaging and build a solid foundation for future long-term growth.”

Matthew Carnevale, MRP's founder, will serve as executive vice president of Escalon Digital Vision, which will be a subsidiary of Escalon Medial.

Escalon develops ophthalmic diagnostic, surgical and pharmaceutical products and vascular access devices. Drew (London), a separate division, provides instrumentation and consumables for the diagnosis and monitoring of disorders in the areas of diabetes, cardiovascular diseases and hematology.

Escalon has manufacturing operations in Long Island, New York; New Berlin, Wisconsin; Dallas; Oxford, Connecticut; and Barrow-in-Furness, UK.

In other dealmaking activity:

Transoma Medical (St. Paul, Minnesota), a developer of implantable wireless monitoring systems, reported acquiring the assets of the LDS Life Sciences business (formerly Gould Instrument Systems) from LDS Test and Measurement, a wholly owned subsidiary of SPX (Charlotte, North Carolina).

Terms of the transaction were not disclosed.

LDS manufactures software and hardware-based systems for the acquisition and analysis of physiological signals under the brand name Ponemah. Transoma said it plans to integrate the Ponemah product lines with wireless implanted sensor systems offered by its Data Sciences International (DSI; also St. Paul) division. Ponemah will continue to operate from its Cleveland-area office.

“Our DSI division and LDS Life Sciences both serve the life science research community and have been co-marketing partners since 2000,” said Brian Brockway, president and CEO of Transoma. “When fully integrated, DSI and Ponemah products will add significant value for researchers by providing tools to speed drug discovery and safety assessment studies.”

Transoma said the combined DSI/Ponemah customer list includes nearly all of the 20 largest drug development companies in the world. Customers pipe data derived from DSI wireless sensors into Ponemah data acquisition and analysis systems. DSI offers sensor systems that collect and transmit physiological data, such as arterial blood pressure, ECG data and temperature.

Transoma's products include small implantable wireless sensors that transmit information from inside the body to a receiver via radio frequency, plus software to collect and analyze the signals.

Allergan (Irvine, California) reported extending the expiration date of its exchange offer for all outstanding shares of common stock of Inamed (Santa Barbara, California) because U.S. antitrust approval of the Inamed acquisition has not yet been received.

The exchange offer was previously set to expire at 5 p.m. EST, Feb. 7, and now will expire at 5 p.m., EST, Feb. 22. About 19,329,021 shares, or roughly 52.4%, of Inamed's outstanding common stock had been tendered as of 5 p.m., EST, on Feb. 3.

Allergan and Inamed said they are working with the FTC to complete Inamed's divestiture of its Reloxin license to facilitate antitrust approval, which it termed the only remaining clearance required for deal completion.

David Pyott, Allergan CEO and chairman, said that while waiting FTC approval, the companies “are working diligently on a comprehensive integration plan.”

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.

Allergan and Inamed specialize in developing products for the medical aesthetics sector.

Alpaca Enterprises (Nevada) reported acquiring Neuroscience Therapy. Terms were not disclosed. Alpaca reports holding the license to a medical device used to treat a variety of acute and chronic pain conditions.

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