A Medical Device Daily

Elbit Medical Imaging (EMI; Tel Aviv, Israel) reported that its board of directors met last week and appointed an independent committee – the EMI Independent Committee – to consider and discuss with Elscint (Haifa, Israel) a possible combination of the two companies in a share-for-share transaction, whereby EMI would acquire the shares of Elscint it does not already own.

The committee has approached Elscint to discuss such a combination, it said.

The two companies will determine the terms and conditions of the transaction, including the number of EMI shares to be issued during their negotiations. The EMI Independent Committee has retained a financial advisor to examine the fairness of the consideration from a financial point of view to its shareholders.

The shares of Elscint are listed on the New York Stock Exchange under the symbol ELT. EMI currently owns about 61% of Elscint’s outstanding ordinary shares.

EMI focuses on four main fields of operations: commercial and entertainment malls through its subsidiary Plaza Centers; the hotel segment through its subsidiary Elscint; image-guided treatment through InSightec; and venture capital investments in the telecommunications business.

Essilor (Charenton-Le-Pont, France) said it has signed an agreement with Johnson & Johnson Vision Care (Jack- sonville, Florida) to acquire that company’s ophthalmic lens business, the Spectacle Lens Group. The transaction is subject to approval by U.S. antitrust authorities and is expected to close in 3Q05.

Created in 1999, the Spectacle Lens Group has developed the Definity brand of progressive lenses, featuring Dual Add technology that divides progressive add power between the front and back surfaces.

Definity was introduced in select U.S. test markets in late 2002. To help speed further development, Essilor will continue to manufacture Definity progressive lenses and distribute them in the U.S. through its traditional marketing and distribution networks.

Essilor said the acquisition of the Dual Add and related technologies will enhance its research programs to improve and personalize its offering of progressive lenses.

Essilor is a developer of ophthalmic optical products, offering a wide range of lenses under the flagship Varilux, Crizal, Airwear and Essilor brands to correct myopia, hyperopia, presbyopia and astigmatism. It operates worldwide through 16 production sites, 185 lens finishing laboratories and local distribution networks.

In other dealmaking news, Invacare (Elyria, Ohio) has acquired Altimate Medical (Morton, Minnesota), with terms of the cash purchase not disclosed. Altimate makes standing frames and mobility aids for the rehabilitation market.

Invacare said the company’s products fit well with its Helixx Group, which has a number of highly customized products for the rehab market. Altimate will continue to operate independently under its existing management team, focused on growing its core business.

Invacare makes home and long-term care medical products. The company has 6,100 associates and markets its products in 80 countries.

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