A Medical Device Daily
Elekta (Stockholm, Sweden) and Impac Medical Systems (Mountain View, California) reported the expiration of the waiting period under the Hart-Scott-Rodino Waiting Act relating to their previously disclosed $190 million merger (Medical Device Daily, Jan. 19, 2005).
Consummation of the merger still remains subject to other customary closing conditions, including approval of the merger by Impac's stockholders holding a majority of its outstanding shares at the stockholders' meeting scheduled for today. If Impac's stockholders approve the merger, the deal is expected to close promptly thereafter, Elekta said.
Impac is a provider of oncology management software and has expanded its core system to include a complete electronic medical record (EMR) for radiation and medical oncology, digital image management, full-featured practice management, laboratory information systems and cancer registry.
Elekta is an international medical-technology company, providing clinical solutions for high-precision radiation treatment of cancer and for non- or minimally invasive treatment of brain disorders.
The merged firm, the companies said, "will offer a fully-integrated, seamless solution addressing the spectrum of cancer care, from diagnosis through treatment planning, treatment delivery and follow-up." And it will provide "more rapid deployment of Impac's solutions into Europe and Asia/Pacific, while providing Impac's U.S. customers with greater choice and improved radiation therapy solutions."
Combined, Elekta and Impac will have, they said, relations with more than 3,000 hospitals and cancer centers worldwide, including in excess of 1,300 oncology centers, more than 1,100 cancer registry operations and 400-plus pathology laboratories in North America.
Bayer (Leverkusen, Germany) reported that it has completed its previously disclosed transaction to contribute the assets of its worldwide plasma products business to Talecris Biotherapeutics (Research Triangle Park, North Carolina), a newly formed company controlled by affiliates of Cerberus Capital Management and Ampersand Ventures.
The overall transaction volume amounts to about $590 million, including cash, a 10% equity interest in Talecris Biotherapeutics Holdings, retention of selected working capital items and contingent payments of up to $60 million.
All plasma activities in the U.S. were transferred to Talecris. In most other countries in which Bayer has been distributing plasma products, Bayer companies will continue to distribute plasma products on behalf of Talecris. Bayer and Talecris also have entered into several service and supply arrangements.
"Divesting the plasma business is a further important strategic step toward Bayer HealthCare's realignment," said Werner Wenning, CEO of Bayer. "We are now focusing our resources on the consumer health business, medicines for humans and animals, and high-performance diagnostic systems."
The recombinant factor VIII business, comprising the Kogenate product line for the treatment of hemophilia A, is not part of the transaction and remains in Bayer HealthCare's portfolio, the company said.
Invitrogen (Carlsbad, California) reported that it has completed its acquisition of Dynal Biotech (Oslo, Norway), a developer of molecular separation and purification technologies, from its majority owner, Nordic Capital (Stockholm) and a co-investor, for about $391 million (NOK 2.5 billion). The deal was first disclosed in February (MDD, Feb. 9, 2005).
Dynal is the industry leader in magnetic bead technologies that are used in cell separation and purification, cell stimulation, protein research, nucleic acid research and microbiology and is now a wholly owned subsidiary of Invitrogen.
The acquisition enables Invitrogen to apply the Dynal technologies across Invitrogen's broad product portfolio, it said, noting that the combination has applications in numerous areas of research, including stem cell and cell therapy applications, as well as in products that support molecular diagnostics, and other key areas of research.
Invitrogen provides life science technologies for disease research, drug discovery and commercial bioproduction.
In other dealmaking news:
• 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 Co., 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 tender offer is being made pursuant to an agreement and plan of merger, dated March 18, among Siemens Medical Solutions USA, MI Merger Co. and CTI Molecular Imaging. The tender offer remains open until 12 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.
As previously reported (MDD, March 21, 2005), the board of directors of each company has approved the agreement. The transaction is subject to customary regulatory approvals and other customary closing conditions, and is expected to close in 2Q05. The transaction has a value of about $1 billion.
• LifePoint Hospitals (Brentwood, Tennessee) reported that, in connection with the previously disclosed tender offer by Lakers Holding (MDD, March 23, 2005), a subsidiary of LifePoint Hospitals, for any and all of the $172.5 million aggregate principal amount of Province Healthcare's (also Brentwood) 4-1/4% convertible subordinated notes due 2008, the purchase price to be paid for each $1,000 principal amount of notes validly tendered (and not validly withdrawn) in the offer has been increased from $1,060 to $1,070, plus accrued and unpaid interest up to, but not including, the date of payment for the notes.
The companies signed a definitive agreement for Lifepoint to acquire Province Healthcare for about $1.7 billion in cash, stock and the assumption of debt last August (MDD, Aug. 17, 2004).
The offer is being made pursuant to the offer to purchase dated March 18 as supplemented by the supplemental offer to purchase dated March 21, and the second supplemental offer to purchase dated April 1 and a related letter of transmittal, which more fully set forth the terms and conditions of the offer.
LifePoint Hospitals expects the payment date to be promptly after the expiration date. The offer is scheduled to expire on April 14 at midnight unless extended or earlier terminated.
Lakers Holding has engaged Citigroup Global Markets to act as the dealer manager in connection with the offer.
LifePoint Hospitals currently operates 30 hospitals in non-urban communities.
• Applied Digital (Delray Beach, Florida), a provider of Security Through Innovation, reported that VeriChip (also Delray Beach), its wholly owned subsidiary, has completed the acquisition of eXI Wireless (Vancouver, British Columbia).
As a result of the transaction, VeriChip now will offer RFID products for people, through an array of implantable and external RFID products in the healthcare and security environment.
In addition to the VeriChip, an implantable microchip that was cleared by the FDA for medical applications last fall (MDD, Oct. 18, 2004), VeriChip now will offer eXI's RFID products – HALO, RoamAlert and Assetrac.
In connection with the acquisition, the company has promoted Kevin McLaughlin to CEO of VeriChip.
• Cascade Engineering (Grand Rapids, Michigan) reported that it has entered a joint venture with Surge Medical (Holland, Michigan) to develop and distribute cardiovascular medical devices and accessories to heart surgeons throughout the U.S. The new company, Surge Medical Solutions, will operate out of Holland.
Surge Medical is currently developing products, with manufacturing slated to begin in the coming months. Products will include cardiovascular surgical tools and accessories, emergency service products and medical accessories.
The company was established with a stated mission to improve surgical products and enhance patient outcomes.
Cascade Engineering, a maker of engineered plastics systems and components for the solid waste, automotive and industrial markets, initiated a healthcare market diversification strategy in March 2004, investigating the sector for potential diversification and growth opportunities.
Surge Medical provides a strong distribution network with a national sales force and stable product line. Surge also provides solutions to the emergency services and general hospital markets.
• Radiation Therapy Services (RTS; Fort Myers, Florida) an operator of radiation therapy centers, reported that it has entered into a definitive purchase agreement to acquire a majority interest in a single radiation therapy treatment center located in Martinsburg, West Virginia, for about $600,000.
The company will operate the facility as part of its Western Maryland regional network.
RTS will partner with West Virginia University Hospitals (Morgantown, West Virginia). The company will manage the facility and acquire a 60% interest in the entity that operates the facility, while West Virginia University Hospitals will hold the remaining 40% interest.
The facility is leased from City Hospital, part of West Virginia University Hospitals, and is located on the City Hospital campus.
The center currently treats about 30 patients a day. The company plans to implement an intensity modulated radiation therapy (IMRT) program and other advanced technologies at the facility after completing this transaction.
The acquisition is expected to close in 2Q05, contingent upon normal and customary closing conditions.
RTS, which operates treatment centers primarily under the name 21st Century Oncology, is a provider of radiation therapy services to cancer patients.