Millipore (Billerica, Massachusetts) reported entering into an agreement to acquire NovAseptic (Gothenburg, Sweden). In a cash transaction, Millipore will acquire all of NovAseptic’s shares for about SEK 720 million ($91 million at current exchange rates).

NovAseptic provides solutions for aseptic processing in biotech and pharmaceutical manufacturing. Its products include a disposable sampling system – brand-named NovaSeptum – used by biotech and pharma companies to take fluid samples from their drug-manufacturing processes.

Martin Madaus, chairman and CEO of Millipore, said, “NovAseptic’s products and customer relationships are a strong strategic fit with Millipore’s Bioprocess Division. . . . As part of our overall growth strategy, the acquisition of NovAseptic accelerates our plan to expand the breadth of our solutions to biotech and pharmaceutical customers, particularly in the areas of high-performance components and process monitoring tools.”

NovaSeptum is a fully closed system designed to eliminate the risk of false positives due to biological contaminants and has been adopted by a number of companies, according to Millipore. It said that “several new evaluations” of the system are “in progress.”

NovAseptic’s other aseptic-processing components include high-performance mixers and valves designed for performance and reliability in stringent drug production environments.

Johan Westman, managing director of NovAseptic, said that the company has been seeking “a strong partner” to expand its offerings “to a broader range of customers worldwide, and Millipore is a perfect match. We are both active in process sampling and monitoring and in critical bioprocessing components; the product lines are complementary; and, most importantly, we share a vision of the industry’s future and the role we can play in that future.”

NovAseptic has reported a growth rate of 20% annually over the past three years, with expectations of generating sales of around $35 million in the 12 months following deal closing. Excluding acquisition and integration charges, Millipore said the transaction is expected to be “slightly” accretive to 2005 earnings per share and accretive by at least 5 cents in 2006.

Millipore will acquire more than 90% of the shares of NovAseptic from founders and other majority owners, with the balance to be purchased from the remaining shareholders.

The transaction is expected to close within 45 days.

Millipore is a bioprocess and bioscience products and services company, organized into two divisions: its Bioprocess division and its Bioscience division.

American Medical Systems Holdings (AMS; Minnetonka, Minnesota) reported completing its purchase of Ovion (Menlo Park, California), a company that has developed an office-based technology for the delivery of a permanent birth control solution for women. AMS purchased Ovion for $10 million plus milestones (MDD, June 7, 2005).

Closing of the deal came over the efforts of Conceptus (San Carlos, California), a competitor in the permanent sterilization sector, to block it (see sidebar above).

Ovion, formerly privately held, is focused on commercializing a technology for the in-office delivery of a transcervical permanent birth control solution for women. Its technology, Ovion says, “allows for the use of a flexible hysteroscope which may minimize patient discomfort during the procedure.”

Martin Emerson, president and CEO of AMS, said, “We will build upon our reputation and leadership in the gynecology community by effectively moving the Ovion product through the U.S. regulatory approval process with the goal of achieving FDA clearance by late 2008.”

AMS is a supplier of devices to cure erectile dysfunction, benign prostatic hyperplasia, incontinence, menorrhagia, prolapse and other pelvic disorders in men and women. The company’s products were used to treat over 132,000 patients in 54 countries during 2004.

In other dealmaking news:

After a period of lengthy negotiations over price, Omnicare (Covington, Kentucky) will acquire all of NeighborCare’s (Baltimore) outstanding shares for $34.75 a share in cash, for a deal value of about $1.8 billion.

The deal includes assuming about $245 million of NeighborCare debt.

Omnicare said the transaction would enhance its position as “the leading provider of pharmacy services for the elderly and will bring Omnicare’s total number of beds served to nearly 1.4 million, an increase of approximately 27%.”

Combined, the company will have a nationwide network of pharmacies serving long-term care providers in 47 states and the District of Columbia. Based upon combined results for the quarter ended March 31, annual revenue would be about $6 billion.

The merger, which already has cleared the Hart-Scott-Rodino waiting period and has been approved by both companies’ boards, is expected to close in the third quarter. Omnicare estimates that it will be accretive to its earnings per share in 2006 and beyond.

John Arlotta, NeighborCare chairman, president and CEO, said, “Over the past year and a half as an independent company, our organization has made significant progress in achieving our business goals, and we are pleased that Omnicare has recognized the values inherent in our enterprise.”

Omnicare serves long-term care facilities with more than 1 million beds, in 47 states and in Canada, making it the largest U.S. provider of professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other providers. It also provides clinical research services for the pharmaceutical and biotech industries in 30 countries.

NeighborCare is an institutional pharmacy provider serving long-term care and skilled nursing facilities, specialty hospitals, assisted and independent living communities in 34 states and the District of Columbia. It also provides infusion therapy services, home medical equipment, respiratory therapy services, community-based retail pharmacies and group purchasing.

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