A Medical Device Daily
Boston Scientific (Natick, Massachusetts) reported that it has completed the final phase of its acquisition of Rubicon Medical (Salt Lake City), manufacturer of the Rubicon Filter designed for the capture and removal of dislodged embolic material downstream from a blockage in the bloodstream.
Boston Scientific previously completed a cash tender offer for any and all outstanding common stock of Rubicon on June 1 (Medical Device Daily, June 6, 2005).
Rubicon and its controlling stockholders originally entered into definitive agreements with Boston Sci in October 2003 in which Boston Sci purchased 1,090,147 shares of Rubicon Series A preferred stock, convertible into 10,901,470 shares of Rubicon common stock, for $15 million. Boston Sci also then agreed that if it exercises its option to acquire the shares of the two largest Rubicon stockholders, it would make an offer to acquire all shares of Rubicon Medical common stock held by all other stockholders on the same terms.
The tender offer was followed by the merger of Nemo I Acquisition, a wholly owned subsidiary of Boston Scientific, with and into Rubicon on June 14. Following the merger, Rubicon became a wholly owned subsidiary of Boston Scientific.
Genzyme (Cambridge, Massachusetts) and Bone Care International (BCI; Madison, Wisconsin) reported that the Federal Trade Commission (FTC) has granted early termination of the Hart-Scott-Rodino waiting period for their proposed merger.
BCI is a specialty pharmaceutical company developing products to treat the unmet medical needs of patients with debilitating conditions and life- threatening diseases.
As reported in May, Genzyme will acquire BCI in an all-cash transaction valued at $33 per fully diluted share, or about $600 million, net of BCI’s cash of $119 million (MDD, May 5, 2005).
The transaction remains subject to approval by Bone Care’s shareholders at a meeting on June 30, and other customary closing conditions.
Genzyme said the acquisition of BCI brings it complementary products and a “profitable commercial organization” that will strengthen and diversify its renal business.
BCI’s Hectorol, a line of vitamin D2 pro-hormone products, is used to treat secondary hyperparathyroidism in patients on dialysis, where it can be used in tandem with Genzyme’s Renagel and other phosphate binders. Hectorol is available in intravenous form for patients on hemodialysis, and in oral forms primarily used by patients with earlier stage chronic kidney disease (CKD).
Genzyme said it intends to integrate Bone Care into its own renal operations in the U.S. Presently, Hectorol is only sold in North America. Genzyme said also that it will begin immediate work on the registration of Hectorol outside of the U.S., with particular focus on Europe and Asia.
In other dealmaking activity:
• Fresenius Medical Care (Bad Homburg, Germany) reported that it has received a second request from the FTC for additional information in connection with its proposed acquisition of Renal Care Group (Nashville, Tennessee).
The effect of this request, which Fresenius said was “anticipated when the acquisition was disclosed,” is to extend the Hart-Scott-Rodino waiting period imposed until 30 days after the company and Renal Care have complied with the request, unless that period is extended by the parties or is terminated by the FTC.
The company said it will cooperate with the FTC in its review of the proposed and “promptly respond” to the request for information. It said it will be able to complete the transaction during the second half of 2005.
Fresenius provides products and services for those undergoing dialysis due to chronic kidney failure. Through its network of about 1,630 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius provides dialysis to about 125,900 patients. It says it is the world’s largest provider of hemodialysis machines, dialyzers and related disposable products.
Renal Care Group is a specialized dialysis services company that provides care to patients with kidney disease.
• Medical Properties Trust (MPT; Birmingham, Alabama) reported that it has completed acquisition transactions for two healthcare facilities with an aggregate value of about $75.5 million, and that it funded a $6 million loan relating to a third facility.
The largest transaction involves the development of North Cypress Medical Center (Houston), with an estimated development cost of about $64 million.
In addition, the company acquired Gulf States Long-Term Acute Care Hospital (Covington, Louisiana), for about $11.5 million, and made a $6 million mortgage loan secured by a facility occupied by Gulf States Long-Term Acute Care Hospital (Denham Springs, Louisiana).
MPT said it expects to acquire the Denham Springs facility for the loan amount if certain requirements are satisfied.
MPT is a self-advised real estate investment trust developing net-leased healthcare facilities, including rehabilitation hospitals, acute care hospitals, ambulatory surgery centers and other single-discipline healthcare facilities.