A Medical Device Daily
Johnson & Johnson (J&J; New Brunswick, New Jersey) on Friday reported completing its acquisition of Closure Medical (Raleigh, North Carolina), a developer of biomaterial-based devices.
The acquisition, first unveiled in early March (Medical Device Daily, March 7, 2005), is a cash-and-stock deal valued at about $370 million, with Closure shareholders receiving $27 for each outstanding Closure share held.
J&J reported deal completion shortly after Closure issued a statement saying that its stockholders had approved the acquisition at a special meeting the previous dy. The acquisition was closed following the satisfaction of other customary conditions.
Closure is expected to operate as a stand-alone unit reporting through J&J’s Ethicon (Somerville, New Jersey) unit, with which Closure has worked since 1996 on the development of topical adhesives, J&J said.
Closure develops a number of medical adhesives and delivery devices based on a proprietary medical-grade cyanoacrylate technology for specific applications in wound care and wound closure. The company’s Omnex Surgical Sealant recently received CE mark approval for use as an adjunct to sutures to achieve hemostasis in peripheral vascular surgery. Closure said it anticipates approval for a similar indication in the U.S. in 2006.
Boston Scientific (Natick, Massachusetts) last week reported that it has completed its cash tender offer for the outstanding shares of common stock 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.
The tender offer, which commenced on May 3, expired at midnight, EDT, on June 1.
The depositary for the offer said 30,832,649 shares of Rubicon common stock were tendered into the offer, which, when combined with the Rubicon shares already owned by Boston Scientific, represents about 96% of Rubicon’s outstanding common stock.
Nemo I Acquisition, the wholly owned subsidiary of Boston Sci through which the tender offer was made, accepted for payment all validly tendered shares and said it would make “prompt payment” for the accepted shares.
Rubicon and its controlling stockholders 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.
Boston Sci said it would acquire the remaining shares of Rubicon common stock in a merger in which all remaining Rubicon stockholders who did not tender their shares in the tender offer will receive the same consideration as those who tendered – $1.50 a share in cash, together with the right to receive additional payments of up to $1.44 a share in cash if certain milestones are achieved relating to Rubicon’s embolic protection filter device and similar products.
Because Boston Scientific has acquired more than 90% of the outstanding Rubicon shares, a stockholder vote is not required to approve the merger. Boston Scientific said it intends to complete the merger “in the next several days.”
In other dealmaking news:
• Amedisys (Baton Rouge, Louisiana), a home health nursing company, reported acquiring two Tennessee-based home health agencies; one in Nashvillethe other in Murfreesboro, from Saint Thomas Health Services (Nashville). The purchase price included $3 million in cash and a $500,000 note, payable over two years.
Amedisys said that these agencies are expected to contribute about $4.5 million to its annual revenues, though not materially to its 2005 earnings.
William Borne, CEO of Amedisys, said, “We continue to execute on our stated strategy of acquiring hospital-based agencies that can quickly and efficiently be integrated onto our operating platform, and acquire companies . . . that fit our acquisition profile.”