• Accellent (Wilmington, Massachusetts), a provi-der of integrated contract manufacturing and design services to the medical device industry, reported that it has acquired Campbell Engineering (Huntsville, Alabama), describing that company as “a high-tech manufacturing and engineering firm” with “extensive experience in machining and manufacturing orthopedic implants and instruments for the medical device industry.” Terms were not disclosed. Accellent, through its subsidiary, Accellent Corp., provides contract manufacturing and design services to medical device manufacturers in the cardiology, endoscopy and orthopedic markets.

• Angiotech Pharmaceuticals (Vancouver, British Columbia) reported that it has entered into an agreement to acquire Afmedica (Kalamazoo, Michigan), a private company developing perivascular technology using the drug rapamycin to treat peripheral vascular disease, coronary artery disease and end-stage renal disease. The Afmedica purchase, Angiotech said in a statement, strengthens its Vascular Wrap product development program, in which it is currently conducting clinical studies with its paclitaxel-eluting Vascular Wrap product candidate. Angiotech said that the acquisition enables it to expand its research platform with rapamycin in perivascular and other selected disease indications. Angiotech said it expects to complete the acquisition in 4Q05.

• Medtronic (Minneapolis) said it has acquired Image-Guided Neurologics (IGN; Melbourne, Florida), a privately held company that specializes in precision navigation and delivery technologies for brain surgery. Financial and other terms were not disclosed. Medtronic said the IGN product line, including the disposable NexFrame “frameless” stereotactic head frame, strengthens its leadership position in deep brain stimulation (DBS) by offering instruments that simplify the procedure for surgeons and improve patient comfort during surgery. The NexFrame is used in conjunction with image-guided surgery systems that provide surgeons with real-time tracking and verification of the deep brain stimulation lead’s trajectory and location within the brain. Medtronic said use of frameless technology can reduce operating time by as much as 90 minutes.

• OptiCare Health Systems (Waterbury, Connecticut) reported that it has signed a definitive merger agreement with Refac (Fort Lee, New Jersey) to become a wholly owned subsidiary of Refac in a stock-for-stock transaction. Both companies are controlled by Palisade Concentrated Equity Partnership, which beneficially owns 89% of Refac’s outstanding common stock and 84% of OptiCare’s outstanding common stock on a fully diluted basis. As a condition to the merger, OptiCare’s preferred stockholders have agreed to convert all of their preferred stock to common stock prior to the merger. The preferred shareholders will receive about 0.0403 shares of Refac common stock for each share of underlying OptiCare common stock and Palisade will receive about 0.0403 shares of Refac stock for each share of its OptiCare common stock. Each other share of OptiCare common stock will be converted into 0.0472 shares of Refac common stock.The merger requires the approval of the holders of at least 55% of the outstanding shares of Refac common stock. Palisade, which controls 84% of OptiCare’s voting power, has executed a written consent approving the OptiCare merger which consent shall be effective within 20 days after OptiCare mails an information statement to its stockholders. The merger, which is slated to close in 4Q05, is expected to qualify as a tax-free reorganization for federal income tax purposes. OptiCare also noted that Refac, in a related transaction, signed a definitive merger agreement with U.S. Vision (Glendora, New Jersey) in which that company will become a wholly owned subsidiary of Refac. Refac estimates that upon completion of both mergers that it will have about 18,144,000 shares outstanding and the shares issued in the OptiCare and U.S. Vision mergers will represent about 25% and 36%, respectively of Refac’s outstanding common stock. Following the mergers, Palisade is expected to remain the controlling stockholder of Refac, with roughly 87% of the outstanding common stock.

• PerSe Technologies (Alpharetta, Georgia) reported that it has signed a definitive agreement to acquire NDCHealth (Atlanta), a provider of healthcare technology and information solutions, in a transaction valued at nearly $1 billion. Per-Se Technologies will acquire NDCHealth, including the physician, hospital and retail pharmacy businesses, for a total consideration of about $665 million, which includes refinancing NDCHealth’s outstanding debt at closing, currently totaling about $270 million. As part of the transaction, Wolters Kluwer (Amsterdam, the Netherlands) will purchase the pharmaceutical information management business from NDCHealth for $382 million in cash. The combined transaction will result in compensation to NDCHealth’s shareholders of $19.50 per share, with at least $13 paid in cash and up to $6.50 paid in Per-Se stock, as to be determined by Per-Se and to be announced prior to the shareholder meetings.

Specialized dialysis provider Renal Care Group (RCG; Nashville, Tennessee) reported that its shareholders voted overwhelmingly to adopt the agreement under which Fresenius Medical Care (Bad Homburg, Germany) will acquire RCG for $48 per share of common stock. The acquisition, valued at more than $3.5 billion, was first disclosed in May.

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