A Medical Device Daily

Johnson & Johnson (J&J; New Brunswick, New Jersey) and Guidant (Indianapolis) reported that they have been notified, as anticipated, that the European Commission (EC) has decided to open a second-phase review into the proposed acquisition of Guidant by J&J.

J&J originally made the $24 billion cash-and-stock offer for Guidant in December (Medical Device Daily, Dec. 17, 2004)

The companies said they would continue to work closely with the EC to address questions that may arise during the course of the detailed review procedure.

The EC now has 90 working days, subject to possible extensions, to issue an opinion on the matter. The companies said they continue to expect the acquisition to close in 3Q05.

Advanced Medical Optics (AMO; Santa Ana, California), a maker of eye care products and optical surgical equipment and laser eye surgery company VISX (Santa Clara, California), reported that they have selected May 26 as the date for their special meetings of stockholders concerning their planned $1.27 billion cash-and-stock merger first disclosed last November (Medical Device Daily, Nov. 11, 2004).

Stockholders of record of both companies as of the close of business on April 14 will be entitled to vote at the special meetings. The transaction is expected to close shortly thereafter.

AMO’s annual meeting of stockholders also is scheduled for May 26 and will take place following the AMO special meeting. AMO stockholders will receive a separate proxy statement and proxy card relating to the annual meeting.

Under the terms of AMO’s planned acquisition of VISX, that company’s stockholders are expected to receive 0.552 shares of AMO stock and $3.50 in cash for every share of VISX common stock they own. AMO said it expects the exchange of shares to be tax-free to VISX stockholders.

AMO stockholders are expected to own about 58.8% of the combined company and VISX stockholders to own the remaining 41.2%.

In other dealmaking news:

• Horizon Health (Lewisville, Texas) reported that it has signed definitive agreements to form a joint venture with Friends Hospital (Philadelphia), a 501(c)(3) charitable organization.

Horizon will be an 80% member and Friends will be a 20% member of the joint venture. The agreements provide for the new joint venture to acquire and own the Friends Hospital.

The transaction is expected to close in Horizon’s fourth fiscal quarter ending Aug. 31. The formation of the joint venture and the acquisition of Friends Hospital by the joint venture is subject to a number of contingencies including the receipt of government approvals and the approval of the Pennsylvania attorney general.

Friends Hospital, founded in 1813, consists of a 192-bed behavioral health hospital and a 26-bed adult residential treatment center. The hospital provides inpatient and outpatient behavioral health services primarily for residents of Philadelphia, Southeastern Pennsylvania and New Jersey.

Horizon Health is a contract manager of clinical services for acute-care hospitals and employers and an owner of behavioral healthcare facilities.

• ResCare (Louisville, Kentucky), a provider of residential, training, educational and support services for people with disabilities and special needs, said it has purchased the operations and certain assets of 24 Hour Live-in Services (Rochester, Michigan), also known as First Choice, which provides live-in services including personal assistance, companionship, meal preparation and assisted daily living to elderly and special needs clients.

“The acquisition of the First Choice operations expands ResCare’s services to the elderly into a new state and opens the door to a new service model for the company,” said Ronald Geary, ResCare chairman, president and CEO.

• Carilion Health System (Roanoke, Virginia) has purchased the Laboratory Services Group from Park City Solutions (Atlanta), a healthcare information technology and consulting company.

The Laboratory Services Group, formerly known as CHI Laboratory Systems, offers consulting and management services, analytical tools, access to physician office information technology via web-based applications, and expertise in regulatory compliance and billing consultation.

Comprised of 34 employees, Lab Services works with hospitals and laboratories in 17 states. The name of the company will change to CHI Solutions. Its key leadership, products and services will remain the same, Carilion said.

Carilion is a regional, not-for-profit integrated delivery system comprised of seven hospitals and 65 medical practices.

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