A Diagnostics & Imaging Week
Agfa-Gevaert (Mortsel, Belgium) reported that it has agreed to acquire all of the shares of Heartlab (Westerly, Rhode Island), a supplier of image and information networks for cardiology.
The purchase price will be $132.5 million in cash at closing, subject to regulatory approval.
Agfa said that, combined with other recent acquisitions, the purchase strengthens its position in healthcare information technology (IT), enhancing its cardiology portfolio. Additionally, the purchase expands Agfa's presence in U.S. hospitals. Agfa estimates that cardiovascular conditions account for one-quarter of all U.S. hospital admissions.
"The combination of Heartlab and Agfa will result in substantial growth, based on an even more competitive solutions portfolio and our presence and reputations in leading hospitals around the world," said Ludo Verhoeven, Agfa's president and CEO. He added that it "fits well with [Agfa's] recent acquisitions."
Heartlab, founded in 1994, says it has pioneered the creation of industry standards and the development of clinical products that improve management of cardiovascular disease.
Heartlab last year reported $38.3 million in revenue and EBITDA of $5.4 million. Its customers, it says, include leading North American academic and research cardiovascular centers.
Agfa and Heartlab have been collaborating since December 2003, within a distribution agreement for Agfa's Impax for Cardiology solution. The joint solution allows for the integration of radiology and cardiology, the two most image-intensive departments within hospitals, incorporating the clinical technology and diagnostic tools of Heartlab with Agfa's integration and workflow expertise.
Philippe Houssiau, president of Agfa's HealthCare group, said that Heartlab, with its specialization "in cardiology and its market access in the U.S., complements Agfa perfectly ... [I]t suits our holistic approach ... whereby we provide integrated hospital-wide solutions and in-depth clinical know-how."
Robert Petrocelli, Heartlab CEO and co-founder, said, "Joining Agfa offers Heartlab new opportunities in global markets, and thereby strengthens the portfolio and benefits our customers and their patients."
Petrocelli will manage Agfa's Cardiology business.
Agfa's HealthCare business supplies systems for the capturing, processing and managing diagnostic images and with IT solutions that integrate imaging workflow into the overall hospital operations. Agfa also is active in healthcare IT systems.
Heartlab develops application software and integrates systems using industry-standard computer hardware. Heartlab's Encompass network enables rapid access to imaging exam and report information. Encompass networks are installed in more than 250 cardiovascular care centers.
The German Federal Cartel Office has given its clearance to the previously announced tender offer under which Siemens Medical Solutions (Malvern, Pennsylvania), a wholly owned subsidiary of Siemens AG (Munich, Germany), will acquire all the outstanding shares of CTI Molecular Imaging (Knoxville, Tennessee).
The clearance included granting early termination of the waiting period prescribed by the German Act Against Restraints on Competition.
Through its wholly owned subsidiary, MI Merger Co., Siemens Medical Solutions commenced on April 1 a tender offer for all of the outstanding common shares of CTI Molecular Imaging for $20.50 a share. The deal is valued at about $1 billion.
The tender offer remains open until midnight EDT on April 28, unless extended. Following completion of the tender offer, any remaining shares of CTI Molecular Imaging will be acquired in a merger at the same price.
The boards of directors of both companies have approved the agreement. The transaction, which is subject to customary closing conditions, is expected to close during 2Q05.
CTI Molecular Imaging is a leading supplier of products and services for positron emission tomography (PET), an imaging technology used for detection and treatment of cancer, neurological disorders and cardiac disease. It reported sales of $402 million in fiscal 2004.
In other dealmaking news:
Stressgen Biotechnologies (Victoria, British Columbia) said it has signed a definitive agreement to sell its bioreagents business to Stressgen Bioreagents Corp., a newly formed company funded by Ampersand Ventures (Wellesley, Massachusetts/San Diego), for about C$8 million.
The transaction is expected to close within the next 30 days.
As part of the agreement, Stressgen Biotechnologies will provide transitional administrative service, which will provide it with additional revenue. Twenty-six of the company's 103 employees will join the new bioreagents firm.
Ampersand is a private equity investment firm with investments across a broad range of industry sectors, including life sciences and healthcare.
Stressgen Biotechnologies also reported that it has elected to withdraw the amended and restated preliminary prospectus dated Feb. 24, in connection with a proposed offering of common shares in Canada. "The decision to withdraw the prospectus was a result of unfavorable market conditions in the biotechnology financing sector and the company's current valuation," said Gregory McKee, president and CEO. "The board and the company decided to pursue other options to minimize dilution to the company and its current shareholders."
Stressgen is developing vaccines for the treatment of infectious diseases and cancer. Its lead compound, HspE7, is designed for the treatment of sexually transmitted diseases caused by the human papillomavirus.
Pegasus Pharmaceuticals (Palm Beach Gardens, Florida) has acquired 51% of Heartview (Cleveland), a company developing a portable heart-screening device which provides physicians with a method for earlier detection of heart disease.
The Cardiovisor 6C System conducts an ECG data analysis and builds and displays a color-coded topological portrait of heart electrical activity providing principally new information about the heart state after only 60 seconds. Pegasus said this device has tremendous potential in cutting costs associated with ischemic heart disease and for screening populations.
The Cardiovisor 6C heart screening system is currently undergoing clinical trials at a hospital in New York.