Biophan Technologies (West Henrietta, New York), a developer of next-generation biomedical technology, reported reaching a definitive agreement with Boston Scientific (BSX; Natick, Massachusetts) on an equity investment and technology license.

The equity transaction consists of Boston Sci’s purchase of Biophan common stock totaling $5 million, priced at a 10% premium over the average of the closing price for the 30 calendar-day period prior to the closing. The technology license includes an up-front payment of $750,000 and annual maintenance fees, in addition to royalties and milestone payments.

The remainder of the financial details were not disclosed.

The license agreement covers multiple patents related to MRI safety and image compatibility, and includes both exclusive and non-exclusive product categories. Biophan is a leader in the development of nanotechnology and other technology solutions that make surgical tools and implantable medical devices safe and image-compatible for use in MRI systems.

“We are very pleased to be providing Boston Scientific with access to our technology solutions,” said Michael Weiner, Biophan CEO. “They are a bold innovator in the medical device sector and were the first major device company to take a serious interest in our technology solutions. Biophan’s proprietary technology solutions may have applications across several Boston Scientific product lines.”

Biophan had signed a multi-phase term sheet for a joint development agreement with BSX in November 2003, covering its unique MRI-safe and MRI-image compatible technology (Medical Device Daily, Nov. 6, 2003).

“In the two years during which we have been working with Boston Scientific, we have expanded the size of our overall IP portfolio nearly threefold, from 54 to 140 U.S. issued and pending patents, and nearly 46 international patents and applications,” said Weiner. “We have also expanded our technology base internally and via acquisitions.”

Ardent Health Services (Nashville, Tennessee) reported the pricing terms of its previously disclosed cash tender offer and consent solicitation by its subsidiary, Ardent Health Services Inc., for its 10% senior subordinated notes due 2013.

The total consideration for each $1,000 principal amount of notes validly tendered and not withdrawn prior to April 28 is $1,213.06, which includes a consent payment of $30.

The total consideration was determined by reference to a fixed spread of 50 basis points over the yield, based on the bid price, on the 3-1/4% U.S. Treasury Note due Aug. 15, 2008, which was calculated at 2 p.m., EDT, on July 1.

The reference yield and offer yield are 3.665% and 4.165%, respectively. Holders tendering their notes after the consent payment deadline but on or prior to the expiration date for the offer will receive the tender offer consideration of $1,183.06 per $1,000 principal amount of notes tendered, but will not receive the consent payment.

The tender offer remains open and is scheduled to expire at midnight, EDT, on July 15, unless extended.

Ardent is a provider of healthcare services to communities throughout the U.S. It currently owns 34 hospitals in 13 states, providing a range of medical/surgical, psychiatric and substance abuse services to patients ranging from children to adults.

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