A Medical Device Daily

Genzyme (Cambridge, Massachusetts) has signed a merger agreement to acquire Bone Care International (BCI; Madison, Wisconsin) in an all-cash transaction valued at $33 per fully diluted share, or about $600 million, net of BCI’s cash of $119 million.

With the close expected in 3Q03, Genzyme said it expects the transaction to be neutral in 2005, and accretive beyond.

Genzyme said the acquisition of Bone Care brings it a complementary line of 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).

Sales of Hectorol reached $59 million for the nine months ended March 31. Based on strong third quarter sales, BCI increased its revenue guidance on April 26 to a range of $82 million to $83 million for fiscal year 2005, ending June 30.

Genzyme said it intends to integrate Bone Care into its own renal operations in the U.S. Genzyme also will begin immediate work on the registration of Hectorol outside of the U.S., with particular focus on Europe and Asia. Presently, Hectorol is only sold in North America.

Bone Care has a development program for Hectorol and other vitamin D analogs in CKD and a range of other diseases, including psoriasis and cancers of the prostate, breast and colon.

Advanced Medical Optics (AMO; Santa Ana, California) reported that it has exercised its option to acquire Quest Vision Technologies (Tiburon, California). Financial terms were not disclosed.

The companies entered into a one-year research and evaluation licensing agreement last May to develop accommodating intraocular lens (IOL) technologies and designs to address presbyopia, the progressive loss of the natural lens’ ability to change focus from far to near objects.

At the time of the licensing agreement, AMO was given the option to acquire Quest Vision after one year.

“We have spent the past year working together with Quest Vision and a number of scientific and clinical advisors on accommodating IOL concepts,” said AMO President and CEO Jim Mazzo. “Our research has been very productive and we are enthusiastic about the potential of Quest Vision’s proprietary technology which is distinct from others under development in the industry because it uses the concept of a shape-changing optic to provide accommodation, rather than an axial movement used in single- or dual-optic alternatives.”

The accommodating IOL being designed through a collaboration of the two companies provides accommodation through changing the shape of the optic with or without axial movement.

The IOL designs by AMO and Quest Vision are intended to mimic the qualities of the eye’s natural crystalline lens by accommodating in response to changes in the eye’s natural ciliary muscle mechanism.

The acquisition of Quest Vision gives AMO access to accommodating IOL technologies that it said could add breadth to its growing refractive IOL offering, which currently includes technologies such as the ReZoom multifocal lens, which gained FDA approval in March, the Verisyse phakic IOL and the Tecnis multifocal IOL.

In other dealmaking activity:

• Cipher Holding Corp. (Oak Brook, Illinois) said it has consummated its transaction to acquire a secured convertible debt position in Positron (Houston), a publicly traded manufacturer of positron emission tomography (PET) scanners from Imagin Diagnostics Centres (Toronto).

Cipher has issued 30 million common shares from its treasury. Cipher holds a convertible debt position that converts into an excess of 50% ownership of Positron. Cipher may be deemed a control holder of Positron when and if conversion of the debt position into Positron common shares should occur.

Cipher said it will immediately begin proceedings to change its name to Imagin Molecular Corp. and issue a stock dividend of Cipher Multimedia, a wholly owned holding of Cipher Holding, to its shareholders of record.

The new company will work closely with Imagin Diagnostics of Canada to expand its ability to finance and develop PET and PET-related products and businesses throughout North American and International markets, Cipher said.

Positron makes medical imaging devices using PET technology under the trade name Posicam Systems.

• Small Bone Innovations (SBI; New York), a Viscogliosi Bros. (VB; also New York) portfolio company, said it expanded its product line of orthopedic devices with VB’s acquisition of Fixano (BourgenBresse, France), an international developer of orthopedic devices. Terms were not disclosed.

SBI was formed in May 2004 to develop and acquire technologies in the small bone and joint sector.

Fixano, established in 1987, manufactures a range of devices and instrumentation for surgical repair of disease or traumatic injury to the bones and joints. This includes: spine arthroplasty and spine fusion systems; internal and external fixation systems for the fingers, hand, wrist, elbow; shoulder systems; foot, small bone and long bone trauma products.

Devices and systems that target bones from the fingers to the shoulder and from the toe to the mid-calf will be-come products marketed by SBI.

Fixano President Jean Jacques Martin joins SBI as vice president, international, responsible for outside-U.S. sales, marketing, manufacturing and product development.