A Diagnostics & Imaging Week

Laboratory Corp. of America Holdings (LabCorp; Burlington, North Carolina) said it has entered into a definitive agreement to acquire all of the outstanding shares of Esoterix (Austin, Texas), a provider of specialty reference testing, for about $150 million in cash. The transaction, which is subject to regulatory approval, is expected to close in 2Q05.

"We are pleased to have the opportunity to join with an organization like Esoterix, a leading laboratory services company focused on innovative diagnostic science, superior customer service, and inventive new products," said Thomas Mac Mahon, LabCorp's chairman and CEO.

He said the addition of Esoterix, "including the highly regarded brands like Cytometry Associates, Endocrine Sciences, Colorado Coagulation Consultants, and Allergy Testing Labs, further enhances our position as the scientific leader in the laboratory industry. Our plan is to let these excellent laboratories play a key role complementing our existing businesses in these important testing areas after the merger."

Esoterix's testing menu includes hematopathology consultations, flow cytometry, cytogenetics, immunohistochemistry, coagulation, fluorescence in situ hybridization (FISH), molecular genetics and tumor markers. The company has nine laboratories in the U.S. and one in Western Europe.

LabCorp is developer of diagnostic technologies. It offers clinical assays ranging from blood analyses to HIV and genomic testing.

Vital Images (Minneapolis), a provider of enterprise-wide advanced visualization software, and Toshiba Medical Systems (TMS; Tochigi, Japan), one of the world's leading diagnostic imaging manufacturers, have agreed to renew their U.S. and international marketing and distribution agreement for two years, through 2006.

As under the previous agreement, Toshiba will offer Vital Images' Vitrea 2 software through its subsidiaries and distributors in more than 50 nations in North and South America, Europe, the Middle East, Africa, Australia and Asia, except Japan.

Since 2000, Toshiba has been providing Vitrea software as the advanced visualization and analysis software of choice to customers purchasing Toshiba's Aquilion and other CT scanners.

Vitrea 2 is Vital Images' newest generation of medical imaging software for diagnostic evaluation of computed tomography (CT) and magnetic resonance image data. The software features real-time navigation of 3-D volume data, permitting the user to create 2-D and 3-D views of human anatomy, and to interactively navigate within these images to better visualize and understand internal structures and disease conditions.

"Vital Images and Toshiba have enjoyed a very successful partnership for five years, and we're pleased to extend our agreement," said Jay Miller, president and CEO of Vital Images. "As part of our renewed alliance, we will collaborate more on joint product development, especially in the rapidly expanding cardiac market."

Toshihiro Rifu, general manager of the CT systems division for Toshiba Medical Systems, said, "As physicians increasingly use scanners that produce an enormous volume of images per study, fast and easy-to-use advanced visualization software is needed to optimize workflow and clinical benefits."

In other deal news:

Thermo Electron (Waltham, Massachusetts) said it has purchased Niton (Billerica, Massachusetts) for about $40.5 million in cash, subject to a post-closing adjustment. Niton is a provider of portable X-ray analyzers for the metals, petrochemical and environmental markets, with revenues of $36 million in 2004.

Niton will become part of the Scientific Instruments product line of Thermo's Life and Laboratory Sciences segment.

Siemens Medical Solutions (SMS; Malvern, Pennsylvania), a wholly owned subsidiary of Siemens (Munich), and CTI Molecular Imaging (Knoxville, Tennessee) reported that SMS, through its wholly owned subsidiary, MI Merger, has commenced a previously disclosed tender offer for all of the outstanding shares of common stock of CTI for $20.50 per share, net to the seller in cash. The transaction has a value of about $1 billion.

The tender offer is being made in accordance with a plan of merger among Siemens Medical Solutions USA, MI Merger and CTI. The tender offer remains open until 12 midnight EDT, 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 both companies have approved the agreement. The transaction is subject to customary closing conditions and is expected to close in 2Q05.

Neoprobe (Dublin, Ohio), a developer of oncology diagnostic and treatment products and cardiovascular surgical and diagnostic products, reported completing a license agreement for U.S. Patent Nos. 6,418,338 and 6,760,612 B2 issued July 9, 2002.

The patents provide Neoprobe with an extension of methodology patent protection that complements the patents covering the targeting agents used in the RIGS technology and extend the potential methodology patent protection for the RIGS technology through 2018. Terms of the license were not disclosed.

Dr. Mark Arnold, managing member of Enlyton, the licensor of the patents, said, "This license agreement will support Neoprobe in its efforts to continue developing the RIGS system. We believe that the RIGS technology may be of significant potential benefit to patients with colon and rectal cancer."

David Bupp, president and CEO of Neoprobe, said the licensing of the Enlyton patents "enhances an already strong intellectual property estate surrounding the RIGS technology. The extension of the methodology patent protection, which is applicable in the United States market, complements the composition of matter patents surrounding RIGS, the most recent of which issued in 2004."

Neoprobe currently markets the neo2000 line of gamma detection systems used by cancer surgeons for intraoperative lymphatic mapping. Neoprobe is also in the process of commercializing the Quantix line of blood flow measurement products developed by its subsidiary, Cardiosonix (Hod Hasharon, Israel), used by cardiovascular surgeons, neurosurgeons and critical care physicians. In addition, Neoprobe holds significant interests in the development of related biomedical systems and agents including Lymphoseek and RIGScan CR.

Lymphoseek is an investigational drug being developed as a lymphatic tracing agent in conjunction with the University of California, San Diego. The RIGS system is an investigational technology that combines the company's gamma detection device technology with a proprietary disease-specific radiolabeled cancer targeting agent, and a patented surgical method to get real-time information to locate tumor deposits that may not be detectable by conventional methods.

Spacelabs Medical (Issaquah, Washington), a manufacture of patient monitoring systems, and Nellcor (Pleasanton, California) a developer of pulse oximetry systems, reported that they have teamed up for a global technology alliance enabling Spacelabs to offer Nellcor's OxiMax pulse oximetry technology as an integrated part of Spacelabs UltraviewSL patient monitoring products.

OxiMax, Nellcor's advanced digital signal processing technology, is designed to conquer difficult monitoring challenges and perform with greater accuracy than conventional oximetry, even for difficult-to-monitor patients.