A Medical Device Daily
Siemens Medical Solutions USA (Hoffman Estates, Illinois), a wholly owned subsidiary of Siemens (Erlangen, Germany), reported the expiration of the initial offering period of its previously announced tender offer to acquire all of the issued and outstanding shares of CTI Molecular Imaging (CTI: Knoxville, Tennessee) and the commencement of a subsequent offering period.
Siemens in March unveiled the $1 billion, blockbuster-sized deal, to acquire CTI, thus expanding its imaging offerings into the positron emission tomography (PET) sector (Medical Device Daily, March 21, 2005). The deal has been proposed for closing this quarter.
The tender offer expired at midnight Thursday. A total of somewhat less than 39.1 million shares, representing about 80% of the outstanding common stock of CTI, were tendered prior to the expiration of the offer, Siemens said. Somewhat more than 5.77 million additional shares, representing about 12% of the outstanding common stock of CTI, were tendered, subject to guaranteed delivery.
Siemens on Friday launched a subsequent offering period for all of the remaining untendered shares to meet the goal of acquiring at least 90% of the shares of CTI and to give CTI’s non-tendering stockholders the opportunity to participate in the offer and to receive the $20.50 price on an expedited basis.
Procedures for tendering shares during the subsequent offering period are the same as the initial offering period with two exceptions: shares cannot be delivered by the guaranteed delivery procedure and pursuant to Securities and Exchange Commission rules, shares tendered during the subsequent offering period may not be withdrawn. The subsequent offering period will expire at 5 p.m. EDT on Wednesday.
Siemens Medical Solutions is a global supplier of healthcare information systems, management consulting, and support services.
CTI Molecular Imaging develops products and services for PET, a diagnostic imaging technology for detection and treatment of cancer, neurological disorders and cardiac disease.
Motion DNA (Phoenix, Arizona) reported that its board, in a majority vote, has approved an acquisition offer made last week by Formula 51-2 (MDD, April 29, 2005). Two members of the board approved the buyout, while a third voted “in favor of pursing other suitors,” the company said.
After receiving the initial $2.50-a-share offer, Motion DNA officials submitted a counteroffer of $4.20 per share, or about $100 million. The counteroffer was rejected, and the two parties then agreed on a $3.125-a-share price.
The deal, valued at $75 million, includes cash and stock for all Motion DNA shares held by control persons and cash to reacquire all of the company’s public shares at a price of $3.125 each.
Motion DNA officials also said they are discussing a “plan to reward the company’s long-term shareholders prior to the completion of the acquisition.”
Motion DNA provides diagnostic testing for medical professionals and sports organizations. It says that its “biomechanical analyses and detailed reports” are designed to prevent injuries, identify physical limitations, diagnose pre-existing injuries related to biomechanics and improve physical performance levels.
Formula 51-2 is an Arizona investment company. The company was organized in 2003 by former NFL football player Jamir Miller.
In other financing activity:
• Closure Medical (Raleigh, North Carolina) reported that its stockholders would vote June 2 on the proposed acquisition of Closure by Johnson & Johnson (J&J; New Brunswick, New Jersey). Stockholders of record as of April 22 will be entitled to vote and will be mailed a definitive proxy statement in connection with the meeting. The merger was unveiled in early March (MDD, March 7, 2005).
Closure is a developer of biomaterial-based medical devices.
• Intrepid Holdings (Houston) reported that it has acquired the mail order assets and central fill pharmacy company, Rx Fulfillment Services, including contracts for the exclusive delivery rights to service the home delivery pharmacy needs of VipMedRx (VMRx), a national telehealth and telemedicine provider.
Intrepid said it would form a new subsidiary to develop these assets under the RxFS brand name.
Recent legislation requires that doctors write their prescriptions electronically beginning in 2006. This, Intrepid said, will offer patients the ability to request home or office delivery of their prescription before leaving the doctor’s office, and Rx Fulfillment, as a new subsidiary of Intrepid, will provide this service, beginning in 3Q05.
Thomas Cloud, company president, called the acquisition “an opportunity to generate substantial income while meeting a need, particularly for seniors.”
The company also reported that Maurice Stone is the new CEO and chairman of Intrepid. Stone is the former president of Cornerstone Services Group (Houston), a pharmacy holding company.