A Diagnostics & Imaging Week

Inverness Medical Innovations (Waltham, Massachusetts) said it completed its acquisition of Thermo BioStar (Louisville, Colorado) from Thermo Electron (also Waltham) for $52.5 million in cash.

Thermo BioStar is a manufacturer of rapid diagnostic tests, including tests for the detection of infectious diseases. Inverness said BioStar brings with it one of the in-dustry’s leading sales teams.

Inverness also acquired Innogenetics Diagnostica y Terapeutica (IDT), a Spanish distributor of diagnostic products, from Innogenetics NV (Ghent, Belgium) for about $11.8 million (EUR 9.76 million) plus an adjustment payment to be determined and paid during 4Q05, estimated at about $7.2 million.

IDT, which will operate under the name Inverness Medical Iberica, had 2004 revenues of about $15 million. It provides what Inverness termed “a strong sales and marketing capability in the Spanish professional diagnostics marketplace.”

Inverness financed both acquisitions using its existing revolving credit facilities and it also reported increasing the total capacity of those facilities from $80 million to $100 million.

Inverness is a developer of advanced diagnostic devices and says it is exploring opportunities for its electrochemical and other technologies in various professional diagnostic and consumer-oriented applications such as immuno-diagnostics, with a focus on women’s health, cardiology and infectious disease.

Specialty Laboratories (Valencia, California) reported that it has signed a definitive merger agreement with AmeriPath (Riviera Beach, Florida) in which that company will acquire all outstanding common shares of Specialty for $13.25 per share.

That represents a 27% premium over the average trading price for Specialty shares during the last three months. As part of the transaction, a portion of the Specialty shares owned by Specialty Family Limited Partnership, Specialty’s majority shareholder, and related parties will be exchanged for about 20% of the combined company, which will be privately held.

“We are pleased to announce this combination with AmeriPath because of the significant benefits to each of our constituents: shareholders, customers and employees,” said Richard Whitney, Specialty’s chairman. “Our shareholders will receive compelling value and liquidity. Our customers will benefit from an expanded breadth of services and the efficiencies from testing facilities on both coasts. Our employees will enjoy the greater advancement opportunities and security associated with a larger, well-financed organization with a significantly improved competitive position.”

Don Steen, chairman and CEO of AmeriPath, noted that the companies “have complementary skill sets and service offerings. The merger offers the opportunity to build on both companies’ leadership positions, provides us access to each other’s medical and scientific expertise, expands our geographic presence and allows our companies to better support community-based medicine for enhanced patient care.”

He added: “We intend to maintain the companies’ existing laboratories on both coasts to enhance client service and avoid the disruptions for clients that typically result from relocations.”

AmeriPath said it expects to complete the transaction in 1Q06.

Specialty Laboratories performs advanced clinical tests used by physicians to diagnose, monitor and treat disease. AmeriPath is a national provider of physician-based anatomic pathology, dermatopathology and molecular diagnostic services to physicians, hospitals, national clinical laboratories and surgery centers.

In other dealmaking news:

• Hologic (Bedford, Massachusetts) reported that it has completed its acquisition of Fischer Imaging’s (Denver) intellectual property relating to its mammography business and products, including the rights to the SenoScan digital mammography and MammoTest stereotactic breast biopsy systems.

Of the $32 million purchase price first disclosed in June, about $26.9 million was paid out of existing cash, with the remaining amount paid through the cancellation of the principal and interest outstanding under the $5 million secured loan previously provided by Hologic to Fischer Imaging.

In the first quarter of fiscal 2006, which ends on Dec. 24, Hologic expects to incur a one-time charge of about $4 million to write off in-process research and development with no future value.

“As a company, we have been focused on expanding our market share in women’s health,” said Jack Cumming, chairman and CEO of Hologic. “We have every expectation that this acquisition will strengthen our leadership position in the growing current and future mammography market.”

Hologic is a developer of medical imaging systems dedicated to serving the healthcare needs of women. It provides digital imaging technology for general radiography and mammography applications.

• Tm Bioscience (Toronto) said it concluded a license agreement with Abbott Laboratories (Abbott Park, Illinois) for certain intellectual property in the areas of human and pathogen genotyping. Terms were not disclosed. The non-exclusive license expires with the associated patents and covers Tm’s current and future products in all fields of use.

Tm Bioscience is a diagnostics company developing a suite of tests for genetic disorders, drug metabolism and infectious diseases.