Viasys Healthcare (Conshohocken, Pennsylvania) reported that it has completed the sale of the obstetrics and cardiovascular (OB and CV) businesses that it acquired from Oxford Instruments Medical (Surrey, UK) earlier this year as part of a $46 million deal (Medical Device Daily, March 2, 2005).
The OB and CV businesses were sold to Huntleigh Technology (Lufton, UK) for about 4 million ($7.17 million), subject to an adjustment based on the levels of inventory and fixed assets in the businesses as of the completion date.
The businesses were acquired by Viasys when it purchased Oxford’s neurophysiology and neurosupplies business and do not include Viasys’ existing small products Doppler group.
“The disposition of the OB and CV businesses is consistent with the continued execution of Viasys’ overall strategy to focus on its core businesses in respiratory care, neurology, medical disposable and orthopedic products and to divest other non-core products and product lines,” said Randy Thurman, chairman, president and CEO of Viasys.
Viasys is a global, research-based med-tech company focused on developing respiratory, neurology, medical disposable and orthopedic products.
Biofield (Alpharetta, Georgia), developer of the Bio-field Breast Proliferation Detection System (BDS), a non-invasive, radiation-free testing system, said it has agreed to a potential merger or acquisition with Bay Point Group (BPG; Miami), developer of the Fournier Feminine Multi-Test, a self-sampling cervical diagnostic test.
BPG has developed devices used to assist in the diagnosis of cervical and vaginal diseases in women of all ages.
The merger is contingent upon due diligence by both parties, a Biofield debt restructuring, equitable valuation of both companies and terms and conditions required to raise capital for both BPG and Biofield to continue their respective commercial clinical and regulatory compliance activities that would carry forward after a merger. Biofield said it would begin the debt restructuring immediately.
According to a Securities and Exchange Commission filing on June 22, Biofield had a net loss of $717,381 and no revenue in 1Q05, compared with a net loss of $758,612 on $10,500 in revenue in 1Q04. Since the company’s inception in 1987, it has lost $70.8 million and has generated $135,132 in revenue. Its total liabilities exceed its total assets by nearly $6.5 million.
The filing also noted Biofield has depleted its cash resources and had to terminate all of its employees except Chief Operating Officer John Stephens and David Long Jr., MD, PhD. Long, chairman and CEO of Biofield, and his family own more than half of Biofield.
Long said that the proposed merger “is the appropriate step in pursuing development of our product lines while offering several strategic alliances to leverage the research, development, manufacturing and marketing strengths of our two companies.”
According to Christian Hilmer, CEO of BPG, “Lower-cost breast proliferation tests and cervical cancer-screening technologies are needed in both well-funded medical systems as well as in medically underserved communities. The Biofield and Fournier tests are positioned as methods of affordable early detection of the No. 1 and 2 causes of cancer deaths in women worldwide.”
Biofield’s breast cancer detection system has not yet received FDA approval.
In other dealmaking activity: Genzyme (Cambridge, Massachusetts) and Bone Care International (Middleton, Wisconsin) reported that Bone Care shareholders have approved Genzyme’s purchase of Bone Care, with deal closure to take effect as of 12:01 a.m. today. Bone Care shares were to cease trading and be delisted from Nasdaq at market close yesterday.
Genzyme is acquiring Bone Care for $33 a share in cash, or around $600 million, net of Bone Care cash of $119 million. Genzyme said it has access to about $1.5 billion in cash, cash equivalents and a line of credit. The deal was first reported in May (MDD, May 5, 2005).
John Butler, president, Genzyme Renal, said that completion of the deal “will immediately strengthen our ability to serve the needs of patients along the full spectrum of chronic kidney disease. The addition of Bone Care’s products and personnel will enhance our presence with nephrologists and all who are involved in the care of patients with renal disease.”
Genzyme will integrate Bone Care operations into its Renal business, with a combined sales operation consisting of Bone Care and Genzyme representatives selling two complementary products to nephrologists in the U.S. – Hectorol and Renagel. Hectorol is a line of products used to treat secondary hyperparathyroidism in patients on dialysis and those with earlier-stage CKD. Renagel is a non-absorbed phosphate binder that controls phosphorus.
Genzyme said it would offer employment to “a majority” of Bone Care’s employees. Genzyme will maintain a presence in Middleton, “for the foreseeable future,” it said. Those Bone Care employees not retained by Genzyme will be offered severance and outplacement assistance to help them transition to other employment.
Genzyme said the addition of Bone Care would be neutral to earnings in 2005 and accretive beyond.