Cardiac Science (Irvine, California), a maker of automatic public-access automated external defibrillators (AEDs), reported last month that it plans to merge with Quinton Cardiology Systems (Bothell, Washington) in order to better leverage distribution and marketing operations. Under the agreement, each share of Cardiac Science will be exchanged for 0.10 of a share in the combined company; each Quinton share will be worth 0.77 of a share. Cardiac Science's shareholders, together with senior note holders, will own about 51% of the combined company, and Quinton's shareholders will own roughly 49%. Cardiac Science's senior note holders agreed to exchange the entire balance of principal and accrued interest, or about $61 million, as well as warrants, for $20 million in cash and $53.75 million, or about 13%, of the new holding company's common stock. The companies said that the deal was unanimously approved by the boards of both firms, and they estimated its closing in 3Q05, subject to regulatory review. With the merger agreement, a new holding company named Cardiac Science will be formed. Following close of the transaction, the new holding company will have 22.3 million shares of common stock issued and outstanding, including shares issued to Cardiac Science's senior note holders.
Intraop Medical Corp. (Salt Lake City) has closed its merger with Intraop Medical Inc. (Santa Clara, California), a privately held, Delaware-registered corporation, with Intraop Medical Corp. as the surviving corporation. Intraop Medical Corp. changed its name from Digitalpreviews.com in January 2004 following the signing of a non-binding letter of intent to merge the companies. As a result of the merger, the sole business of Intraop Medical Corp. became that of Intraop Medical Inc. The company will manufacture and service the Mobetron, a mobile electron beam system designed for intraoperative radiation therapy treatment of cancer, coronary/vascular restenosis and other medical applications. The company's operations will be conducted from the Santa Clara offices of the acquired company.
Johnson & Johnson (J&J; New Brunswick, New Jersey) has signed an agreement to purchase Closure Medical (Raleigh, North Carolina), a leader in biomaterial-based medical devices, in a cash-for-stock exchange deal. Closure shareholders will receive $27 for each outstanding Closure Medical share. The value of the transaction, as of the anticipated closing date, is estimated at about $370, million based upon Closure's fully diluted shares outstanding of about 15.6 million. Closure is expected to operate as a stand-alone entity reporting through Ethicon (Somerville, New Jersey), a J&J company, with which Closure has worked since 1996 on the development of topical adhesives. The board of directors of Closure has approved the transaction, which is subject to clearance under the Hart-Scott-Rodino Anti-trust Improvements Act and other customary conditions. The agreement will require the approval of Closure's stockholders and is expected to close during 2Q05. Closure develops medical adhesives and delivery devices based on a proprietary medical-grade cyanoacrylate technology for specific applications in wound care and wound closure. This technology is found in the family of Dermabond Topical Skin Adhesive (2-octyl cyanoacrylate) products, marketed by Ethicon under an exclusive distribution agreement. It is also found in Band-Aid Brand Liquid Bandage and other products for consumer and veterinary use. Ethicon and Closure have both focused on further developing topical adhesives. Closure Medical's Omnex Surgical Sealant recently received CE mark approval for use as an adjunct to sutures to achieve hemostasis in peripheral vascular surgery. Approval for a similar indication in the U.S. is anticipated in 2006.
MIV Therapeutics (MIVT; Vancouver, British Columbia), a developer of next-generation biocompatible coatings and drug delivery technologies, has executed a letter of intent to acquire Sahajanand Medical Technologies (SMT; Surat, India), one of the world's largest manufacturers of advanced coronary stents. Terms of the purchase were not disclosed. Established in 1997, SMT is the largest privately held producer of coronary drug eluting stents outside of North America, with its stents sold in more than 33 countries and reporting more than 25,000 implants. The companies said they plan to enter a definitive agreement within the next 30 days, pending the completion of routine auditing procedures. MIVT said it expects SMT to generate roughly $20 million in revenues over the next year, and it estimates the market for its advanced stents to grow to about $100 million over the next three years. MIVT also reported entering into a letter of agreement to acquire SagaX Medical Technologies' (Herzliya, Israel) next-generation embolic-protection technology for stroke patients.
Trinity Biotech (Dublin Ireland) reported that it has completed the acquisition of Research Diagnostics (RDI; Flanders, New Jersey). The company acquired RDI for $4.2 million in cash. RDI provides a range of immunodiagnostic products to research facilities, pharmaceutical companies, reference laboratories, diagnostic manufacturers and universities worldwide. The range of products provided by RDI is similar to that provided by Fitzgerald Industries International, a company acquired by Trinity in April 2004. The line includes monoclonal and polyclonal antibodies, antigens, proteins, enzymes and immunochemicals employed in the areas of cancer, cardiac, fertility and infectious disease diagnosis.