A Medical Device Daily

Celsion (Columbia, Maryland) reported that Augustine Cheung, PhD, its founder and chief scientific officer, has resigned as an officer and director of the company and has acquired its breast cancer treatment subsidiary, Celsion (Canada) Ltd., for $1.5 million and has committed Celsion (Canada) Ltd. to payment of a royalty of up to an additional $18.5 million on future sales of products developed on the company's Adaptive Phased Array (APA) technology, for the purpose of further developing this technology for the treatment of breast cancer.

Celsion has agreed to defer receipt of the initial $1.5 million over a period of up to 78 months. Cheung has secured the deferred payment by a pledge of 1.5 million shares of Celsion stock owed by him.

He has committed to obtain additional funding through selling up to 80% of his holding to a capital pool company on the Toronto Venture Exchange and to later seek additional funding through a listing on the Toronto Stock Exchange.

“I have decided to leave Celsion to take advantage of the opportunity to develop the APA technology,“ Cheung said in a statement. “When we established our current strategy in 2001 to move from a primary focus of device development to drug development, I was aware that a new and different type of expertise would be needed to lead the company into the future. To this purpose we recruited Dr. Lawrence Olanoff to become the new president and CEO of Celsion in July 2005, and I am very confident that Dr. Olanoff has all the skills required to lead Celsion as a pure drug development enterprise.“

Cheung added that he believes Celsion is financially secure and its drug development program is gaining momentum through the advancement of ThermoDox into late-stage clinical cancer programs.

“When I founded Celsion, my goal was to make microwave technology an important component in the treatment of breast and other cancers,“ he said. “Over the years Celsion has seen promising results from several clinical studies involving microwave thermotherapy but has lacked the resources to bring those technologies to market in addition to the development of its other projects. I intend to optimize the APA technology and further demonstrate its clinical efficacy.“

Celsion is dedicated to the development and commercialization of heat-activated treatment systems for cancer.

SRS Medical Systems (Billerica, Massachusetts) said it has acquired all assets related to devices for the treatment of severe female incontinence from Eutech Medical (Gothenburg, Sweden).

The transaction includes the intellectual property and clinical data, production tooling and inventory related to the Uroflex and the Keepcath devices, as well as other in-dwelling catheters for patients with a need for long-term urinary drainage.

Financial terms were not disclosed.

SRS Medical CEO Kevin Connolly said that the purchase of these product lines is consistent with the company's strategy of offering a comprehensive program for the diagnosis and conservative treatment of incontinence. “The Eutech technology will extend the knowledge base we have built with the In-Flow catheter and enable us to further help the neediest patients,“ he said. “It will also extend our intellectual property portfolio for the next generation of urinary catheters.“

In other dealmaking news:

Eyecare services company TLC Vision (St. Louis) reported the acquisition of a significant minority ownership interest in Liberty Eye Surgical Center (Philadelphia), a physician-owned ambulatory surgery center (ASC).

TLC Vision acquired 49% of the assets of Liberty Eye Surgical Center, which performs more than 4,000 procedures annually in a two-room operating facility. Liberty Eye Surgical Center becomes the 11th ASC for TLC Vision, it said.

• Allergan (Irvine, California) reported that it has received final approval from antitrust authorities in Germany and Spain in connection with its exchange offer for all outstanding shares of common stock of Inamed (Santa Barbara, California).

The company said the antitrust clearances in Germany and Spain are the only antitrust approvals it requires outside of the U.S., where the clearance is still pending.

The companies said they are continuing to work with the Federal Trade Commission staff to complete Inamed's divestiture of its license to Reloxin in order to facilitate the U.S. antitrust approval.

In the exchange offer, Allergan is offering to exchange for each outstanding share of Inamed common stock, either $84 in cash or 0.8498 of a share of Allergan common stock, at the election of the holder. The deal is valued at $3.2 billion.

The exchange offer is scheduled to expire at 5 p.m. EST on Jan. 24.

Allergan develops products in the ophthalmology, neurosciences, medical dermatology, medical aesthetics and other specialty markets.

• Fresenius Medical Care North America (Lexington, Massachusetts) reported that Florence Acquisition, an in-direct subsidiary of Fresenius Medical Care AG (FMC-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).

On Dec. 23, FMC-AG reported that Florence was extending the tender offer expiration date to Jan. 30.

As previously reported, 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.

Based on an assumed payment date of Jan. 31, the total consideration to be paid for each $1,000 principal amount of tendered and accepted notes would be $1,109.28, 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. on Dec. 13.

The tender offer will expire at 5 p.m. EST on Jan. 30 unless extended or earlier terminated.

Renal Care shareholders approved in August the agreement under which Fresenius will acquire that company for $48 per share of Renal Care Group common stock.

Renal Care serves some 31,900 patients at more than 450 outpatient dialysis facilities, and provides acute dialysis services at more than 210 hospitals. In all, it provides services in 34 states.

Fresenius has a network of about 1,670 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, providing treatment to some 130,400 patients. It also is the leading global provider of dialysis products, including hemodialysis machines, dialyzers and related disposable products.

• Arcadia Resources (Southfield, Michigan), a national provider of home care and staffing services, including travel nursing; mail-order pharmacy; and respiratory and durable medical equipment, reported the acquisition of the business of HomeLife Medical (Blairsville, Georgia).

HomeLife specializes in the sales and rental of respiratory products for home care and rehabilitation throughout the metro Atlanta region. Established in 2000, HomeLife also has offices in Demorest and Gainesville, Georgia.

• SeraCare Life Sciences (Oceanside, California) reported that it has closed its previously announced acquisition of the Milford, Massachusetts, diagnostic manufacturing facilities and product lines of the Celliance subsidiary of Serologicals (both Atlanta).

“We are pleased to have completed this acquisition as we expect it will increase our portfolio of products in the areas of molecular diagnostic reagents, diagnostic intermediates and substrates,“ said Michael Crowley Jr., president and CEO of SeraCare. “In connection with this acquisition, we have assumed the lease on Celliance's state of the art manufacturing, storage and distribution facility located near our West Bridgewater manufacturing site. We believe the proximity of these two diagnostic manufacturing facilities will allow us to achieve synergies in the areas of manufacturing, staffing and distribution.“

SeraCare is a manufacturer of biological products and services to diagnostic, therapeutic, drug discovery and research organizations.

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