A Medical Device Daily

McKesson (San Francisco) reported that it has agreed to sell its McKesson BioServices (Rockville, Maryland) unit to Fisher Scientific International (Hampton, New Hampshire) for about $60 million.

The acquisition is expected to close in McKesson’s second fiscal quarter, ending Sept. 30, subject to customary conditions including regulatory approval.

The sale of McKesson BioServices, which is subject to post-closing adjustments, is expected to result in an after-tax gain to McKesson of between $13 million to $15 million in the quarter in which the transaction closes, it said, and it will report BioServices financial results as a discontinued operation in its first quarter ending June 30.

McKesson BioServices, founded in 1985, is focused on offering biological and clinical material supply management services for preclinical through Phase IV clinical studies.

McKesson is a healthcare services and information technology company.

Fisher is a provider of products and services to the scientific community.

In other dealmaking activity:

• Valley Forge Scientific (VFS; Oaks, Pennsylvania) and privately held Synergetics (St. Charles, Missouri) reported that Valley Forge has filed a registration statement with the Securities and Exchange Commission for their pending merger, which is subject to various closing conditions including shareholder approvals.

The deal, first disclosed last month (Medical Device Daily, May 4, 2005), will involve Synergetics’ shareholders receiving about 16 million shares of Valley Forge stock, with the former shareholders representing around 66% of Valley Forge’s outstanding common stock. The merger is anticipated to close in 3Q05.

Synergetics’ shareholders will be entitled to receive 15,973,912 shares of Valley Forge common stock, or about 66% of the combined company’s outstanding shares.

The companies believe that the combination of their complementary products and distribution networks will result improved financial results and a stronger competitive position.

Synergetics manufactures durable and disposable instruments for use in retina surgery, neurosurgery and other microsurgery markets, with sales in more than 60 countries. It also manufactures disposables for the Sonopet OMNI Surgical Aspirator in neurosurgery.

Valley Forge manufactures bipolar electrosurgical systems and instrumentation, based on its DualWave technology, enabling the cutting and coagulation of tissue in the brain and spinal cord. The company’s bipolar electrosurgery systems are based on technology developed in conjunction with Leonard Malis, MD, professor and chairman emeritus of the Mount Sinai School of Medicine (New York) department of neurosurgery.

• MedX Health (Mississauga, Ontario), a maker of phototherapy devices, said it has agreed, in principle, to “an amalgamation” with Bricol Capital (Thornhill, Ontario) that has not carried on an active business.

One common share of the amalgamated corporation will be issued in exchange for each common share of MedX and in exchange for every 10 common shares of Bricol. Upon deal completion, the amalgamated company will be called MedX Health Corporation, with its headquarters office in Mississauga.

MedX proposes to complete a private placement raising about $2 million in cash, consisting of an offering of 2 million units, each consisting of one MedX common share and one warrant. Each warrant will entitle the holder to purchase one common share of MedX at $1.25 for a period of 24 months from the closing of the MedX placement.

If the amalgamation and placement are completed, MedX will have somewhat more than 17.7 million common shares outstanding with a value of $1 a share.

MedX said it will seek shareholder approval of the deal at its next annual meeting in early summer.

MedX makes devices using low level laser and superluminous diodes with FDA-approved applications for temporary increase in microcirculation, temporary relief of minor muscle and joint aches, pains and stiffness, relaxation of muscles, muscles spasms, minor pain and stiffness associated with arthritis.

• Jackson Products (St. Louis), a manufacturer and distributor of personal and highway safety products, has acquired the assets of Olympic Optical (Memphis, Tennessee), a national distributor of safety eyewear and hearing protection. The acquired business, using a network of industrial distributors and sporting goods retailers, had 2004 revenues of about $12 million.

To finance the acquisition and to provide for its working capital needs, Jackson completed a new $100 million senior debt facility.