A Diagnostics & Imaging Week

Analytical instruments manufacturer Thermo Electron (Waltham, Massachusetts) reported completing its previously announced purchase of Kendro Laboratory Products, a division of SPX (Charlotte, North Carolina). Thermo in January unveiled the agreement to acquire Kendro for $833.5 million in cash, subject to a post-closing balance sheet adjustment.

Kendro provides sample preparation products and services for life science, material science and drug discovery, with 2004 revenues of about $370 million.

"Kendro's technologies nicely complement our existing portfolio of products and services," said Marijn Dekkers, president and CEO of Thermo. "The combined company [creates] a broader offering of laboratory and sample preparation technologies, as well as enhanced laboratory service capabilities."

Dekkers added: "It also provides an attractive financial profile for Thermo in terms of earnings and cash flow generation. When we announced the agreement to acquire Kendro in January, we said we expected it to be at least 16 cents accretive to our adjusted earnings per share (EPS) in the first full year of ownership and slightly dilutive to GAAP EPS. We are still confident we can deliver these results. . ."

She said the company would provide more details in its earnings guidance at its annual shareholder meeting and investor conference, to reflect the impact of the Kendro deal, on May 17.

Thermo's Life and Laboratory Sciences segment provides analytical instruments, scientific equipment, services and software solutions for life science, drug discovery, clinical, environmental and industrial laboratories. Its Measurement and Control segment provides analytical instruments used in a variety of manufacturing processes and in-the-field applications, including those associated with safety and homeland security.

Thermo has revenues of about $2.7 billion and employs around 11,000 people in 30 countries.

Kendro's centrifuge offerings, known by names such as Sorvall and Heraeus, cover applications ranging from the separation of DNA to the separation of whole cells for use in biochemistry, molecular biology, virology, diagnostics and other clinical and research applications. The company's thermal equipment includes ovens, incubators, freezers and refrigerators for research and industrial applications, marketed under the brands Revco and Jewett.

Kendro also provides services through a global network of technicians, and offers integrated validation services and bio-repositories for sample storage and laboratory relocation.

SPX previously said that proceeds from the sale will be about $675 million and will be used to pay down debt and buy back equity.

Siemens Medical Solutions USA (Hoffman, Estates, Illinois), a unit of Siemens (Malvern, Pennsylvania/Erlangen, Germany), reported that the subsequent offering period of the previously reported tender offer to acquire all issued and outstanding shares of CTI Molecular Imaging (Knoxville, Tennessee) expired at 5 p.m. EDT on Wednesday.

A total of 45,705,498 shares were tendered in accordance with the initial tender offer and during the pendency of the subsequent offering period, representing about 94% of CTI's outstanding shares.

Siemens Medical said it intends to complete the merger in which all CTI shares not validly tendered and the subsequent offering period will be converted into the right to receive $20.50 a share, in cash.

Following the merger, valued at about $1 billion and first unveiled in March CTI will become a subsidiary of Siemens Medical Solutions.

Siemens Medical is a leading global supplier of medical technologies, healthcare information systems, management consulting and support services. CTI is a leading developer of products and services for positron emission tomography.

Digene (Gaithersburg, Maryland) and Luminex (Austin, Texas) reported that they have agreed to licensing terms giving Digene access to Luminex's xMAP bead-based multiplexing technology for use in women's diagnostics. Digene acquired non-exclusive worldwide rights to commercialize certain in vitro clinical diagnostic tests using Luminex's xMAP technology to expand its position in cervical cancer screening and other women's diagnostics area.

Financial terms of the licensing agreement were not disclosed.

Luminex said the agreement helps to establish its multiplexing technology as the detection platform of choice for market leaders, such as Digene. Luminex partners apply the technology in various life science research and clinical areas, but Luminex said that Digene is the first company to license xMAP technology for use in women's diagnostics. Digene said it intends to develop next-generation products based on xMAP.

"Women and their physicians continue to become more sophisticated in their use of advanced clinical diagnostics as evidenced in the growing use of the Digene HPV Test in routine cervical cancer screening," said Evan Jones, Digene's CEO and chairman. He called xMAP "the industry benchmark in multiplexed diagnostics, and we are pleased to be able to access this technology for use in the area of women's health."

Digene makes DNA and RNA testing systems focused on women's cancers and infectious diseases. Luminex manufactures biological testing technologies with applications throughout the life sciences.

Biophan Technologies (Rochester, New York), focused on MRI/device compatibility, has made a Securities and Exchange Commission filing reporting its acquisition of aMRIs and MR Comp, German companies conducting research and development in advanced technologies using MRI.

Biophan acquired 51% of aMRIs, while aMRIs acquired 58.4% ownership of MR Comp. Financial terms were not disclosed.

Biophan said the deal gives it expertise that will help it to produce solutions and products in various biomedical fields that could benefit from improved MRI safety and compatibility. aMRIs, renamed Biophan Europe after the acquisition, now serves as Biophan's primary European R&D and marketing presence.

"Although these acquisitions of aMRIs and MR Comp are still quite recent, they have already started to yield significant benefits for Biophan," said Michael Weiner, Biophan CEO. "For example, Biophan Europe has recently announced the start of important animal trials of a pioneering MRI-visible vena cava filter, which are used to prevent serious lung embolisms."

aMRIs develops MRI systems for enhanced visualization and therapeutic applications. In addition to the vena cava filter, its products include advanced MRI-compatible and active endovascular stents, filters, valves, occluders and catheters. Its resonant circuit technology enables the production of vascular stents and other devices whose interior can be imaged by MRI.

Biophan recently made available MRI images demonstrating the ability of its resonant frequency circuitry to enable the creation of clear and useful MRI images of vena cava filters.

MR Comp tests medical devices for MRI safety and compatibility and provides product development and training services. It also develops enabling technologies for a variety of implantable devices, and these technologies are being used to create MRI contrast agents, drug delivery systems and power systems derived from body heat.