A Medical Device Daily

The end of this week is expected to produce a new round of developments in the continued pursuit of Guidant (Indianapolis) by Boston Scientific (Natick, Massachusetts) and Johnson & Johnson (J&J; New Brunswick, New Jersey).

Paul Donovan, a spokesman for Boston Scientific, was quoted last week by some news outlets saying that the company would be "in a position" to sign an agreement for acquiring Guidant "in the first two weeks of January."

His comments came in tandem with the announcement that Boston Scientific was continuing the tenure of its president and CEO James Tobin (Medical Device Daily, Jan. 6, 2005), comments appearing as an attempt to communicate to shareholders ongoing top-level executive continuity while its offer remains pending.

Guidant's shareholders are set to vote on the J&J offer on Jan. 31, while Boston Scientific and Guidant continue to carry out due diligence.

While Boston Scientific's offer for Guidant is $3.5 billion higher than that proposed by J&J, it has been reported that a shareholder vote to accept J&J's offer does not preclude Guidant's pursuit or acceptance of other offers.

But whichever company ultimately prevails, it will have to factor in potentially millions of dollars in legal payouts for a growing list of lawsuits vs. Guidant, based on ongoing disclosures of defects in its implantable devices.

In other dealmaking activity:

• Imagin Molecular (Oak Brook, Illinois) reported forming a wholly owned subsidiary, Imagin Nuclear Partners (INP), that will own, operate and administer outpatient medical diagnostic imaging centers that utilize positron emission tomography (PET) and PET/Computed Tomography (CT) scanning equipment.

Imagin said that INP will specialize in using evidence-based medicine driven by bioinformatics to provide cost-effective benefits to the joint venture partner community.

Imagin said its goal is to become "a leading investor and developer of PET Molecular Imaging businesses ... throughout North American and International markets."

Imagin is also the parent of Cipher Multimedia, a new media marketing and distribution solution company providing a distribution solution for publishers of digital content. Cipher will develop marketing campaigns that will assist Imagin, Positron and other companies in product marketing and providing publishers a distribution solution for digital content.

Positron manufactures medical imaging devices using PET technology under the trade name Posicam. Posicam systems incorporate patented and proprietary software and technology for the diagnosis and treatment in cardiology, oncology and neurology.

• dj Orthopedics (San Diego) reported closing its acquisition of Newmed (Anglet, France) on Jan. 2, for about EUR 13 million ($15.4 million) in cash. The acquisition was first unveiled last month (Medical Device Daily, Dec. 16, 2005). The sellers could also receive up to an additional EUR 1 million, based on achievement of certain revenue targets for 2006.

Newmed, through wholly owned subsidiaries in France and Spain and operating under the trade name Axmed, manufactures orthopedic rehabilitation devices, such as rigid knee braces and soft goods, generating the majority of its revenue in France, but with a growing presence in Spain and other Europe markets.

The business is expected to add incremental 2006 net revenue of $12 million and 4 cents in per-share earnings for dj Orthopedics, it said.

Les Cross, president and CEO of dj Orthopedics, said, "France is a very important market and Axmed provides us with a strong and growing presence. We look forward to the team's continued success as part of dj Orthopedics."

dj Orthopedics specializes in rehabilitation and regeneration products for the non-operative orthopedic and spine markets, marketed under the DonJoy and ProCare brands, in the U.S. and more than 40 other countries.

• Per-Se Technologies (Alpharetta, Georgia) reported that its stockholders have approved the issuance of common stock in connection with its proposed acquisition of NDCHealth (Atlanta). The deal valued at more than $900 million was first reported in August (MDD, Aug. 30, 2005).

Per-Se said the merger will close "promptly," with holders of NDCHealth stock receiving $19.50 for each share held. Each share of NDCHealth common stock will be converted into the right to receive $14.05 in cash, plus a number of shares of Per-Se common stock equal to $5.45 divided by an applicable price per share of Per-Se stock.

Per-Se develops connective solutions for reducing administrative expenses and streamlining the movement of funds for healthcare delivery.

• Equity investment firm Flexpoint Partners (Chicago) said a newly formed affiliate has acquired the assets of Midatlantic Home Infusion (Fairfield, New Jersey). Donald Carlberg has joined the new company, American Infusion Holdings, as CEO. Carlberg recently served as senior vice president, infusion services for Apria Healthcare and previously was senior vice president of sales and marketing for OptionCare.

The company will do business as Midatlantic, providing home infusion pharmacy services and offering intravenous and specialty therapies in New Jersey and the New York metropolitan area.

Flexpoint Principal Ethan Budin, said, "Consistent with our investment strategy, we identified home infusion as an attractive area for investment almost a year ago."

• Home health nursing company Amedisys (Baton Rouge, Louisiana) said that it has acquired seven home health agencies in Central Oklahoma from ASAP Health Services, a division of the Schuster Group. The agencies, which were purchased for $2.1 million in cash and a $600,000 promissory note payable over three years, are expected to contribute about $4 million in annual revenues but not add materially to 2006 earnings, Amedisys said.

William Borne, CEO of Amedisys, said, "We continue to see a number of similar acquisition opportunities available in attractive states and maintain our intention to selectively acquire companies that fit our acquisition profile."

The company also reported closing on its purchase, previously announced, of an Oklahoma-based therapy staffing company.

Subsequent to the closing, Arthur Hulbert, controlling stockholder and the president of Hulbert Therapy Services, will join Amedisys as its new vice president of therapy services. Initially, Amedisys' therapy staffing division will have offices in Eastern Oklahoma and Western Arkansas, the previous operating locations of Hulbert Therapy.

After pre-closing adjustments, the total purchase price for this acquisition was $2.5 million, $500,000 paid in November, with the balance paid at closing in a combination of $1.25 million in cash and a $750,000 promissory note payable over three years. The acquisition is not expected to add materially to Emedisys earnings in 2006, it said.

• Great Expressions Dental Centers (Bloomfield Hills, Michigan) reported acquiring eight dental locations in the Atlanta area from Bright Now! Dental. The acquisitions gives Great Expressions 14 locations in the region. Purchase terms were not released.

Great Expressions currently manages 80 dental practices in Connecticut, Florida, Georgia, Massachusetts, Michigan, Ohio and Virginia.