A Medical Device Daily
OccuLogix (Mississauga, Ontario) reported that, in connection with entering into a supply and co-marketing agreement with Rheogenx Biosciences, it has re-acquired its patent, know-how and trademark rights to non-ophthalmic indications for Rheo in North America that the company had previously licensed to Rheogenx.
Terms of the re-acquisition were not disclosed.
The supply and co-marketing agreement secures for PhereSys Therapeutics (El Dorado Hill, California), Rheogenx's wholly owned subsidiary, a supply of pumps and disposable treatment sets. In addition, OccuLogix will provide marketing support for PhereSys' mobile apheresis business upon OccuLogix's obtaining FDA approval to market its Rheo system.
In addition to establishing PhereSys as OccuLogix's exclusive U.S. preferred mobile apheresis provider for the Rheo system, the agreement secures a "most favored nations" pricing status for PhereSys' supply of OccuLogix's pumps and disposable treatment kits.
PhereSys is focused on building and consolidating a network of mobile apheresis operations enabling doctors and institutions to take advantage of both the current market opportunities available through apheresis, as well as the potential market opportunity that will emerge with the approval of the Rheo treatment.
"While we remain 100% focused on successfully obtaining FDA approval to market our Rheo system for the treatment of dry age-related macular degeneration [AMD], we recognize that there may be a number of other micro-vascular indications for which the Rheo system could also prove to be effective," said Elias Vamavakas, OccuLogix chairman and CEO.
OccuLogix was founded to commercialize evidence-based treatments for eye diseases, including AMD.
Zimmer Holdings (Warsaw, Indiana) reported acquiring worldwide distribution rights to a universal locking plate technology for trauma fixation systems designed to improve treatment of high-energy fractures and fractures in osteoporotic patients. The technology was developed by Swiss Orthopaedic Solutions, a privately held Pennsylvania company.
"This locking system technology provides orthopedic surgeons the ability to create unique, fixed angle constructs while using familiar techniques," said Ray Elliott, Zimmer chairman, president and CEO. "This agreement allows us to apply this innovative locking design to our Plate and Screw product lines and complements the Zimmer Periarticular Locking Plate technology."
Because of the system's hole design, a surgeon can create a locked construct or a construct that provides bidirectional compression of fracture fragments. The plate design will accept locking screws and standard cortical or cancellous screws in any plate hole. The locking plate technology will accept most manufacturer's standard cortical screws (3.5mm and 4.5mm) and cancellous screws (4 mm and 6.5 mm).
"This locking technology can provide excellent fracture fixation in otherwise healthy bone, but we believe it will be particularly useful in female patients whose bone quality has been compromised," added Elliott.
Zimmer said it expects to launch products based on the SOS technology in 2006. The products will initially be launched in the U.S., with worldwide distribution to follow.
In other dealmaking activity:
• Technology Visions Group (TVGR; San Marcos, California) yesterday reported on continuing preparations and progress towards the merger of its operations with Sutura (Fountain Valley, California), first reported last November.
The company said it expects the merger to be completed during the second quarter, with the combined firm to be called Sutura Inc.
Sutura had originally been slated to merge with Millenium Holding Group (Henderson, Nevada) (Medical Device Daily, July 13, 2004) but that deal fell through, and Millenium filed a lawsuit yesterday alleging Sutura and TVGR conspired to breach implied convenant of good faith and fair dealing.
James Lahey, president of TVGR, said, "Merging a private company with a public company is a complicated and demanding task requiring a significant amount of time from management, legal advisors and auditors. We are pleased with the progress that has been made to date and look forward to closing the merger as soon as possible."
Antony Nobles, CEO and president of Sutura, added: "Both Sutura and Technology Visions Group are currently working through the normal process of satisfying the regulatory requirements and, in anticipation of completion of that process, have now commenced preparations to operate as a single company."
TVGR on Feb. 28 filed with the Securities and Exchange Commission a statement concerning the transaction.
The primary business of the combined companies will be to pursue the pre-merger business of Sutura, a developer of minimally invasive vessel closure devices. Sutura has received FDA 510(k) clearance and the CE mark for its F8 and F6 SuperStitch devices. It also met all registration requirements for selling the SuperStitch devices in Australia.
The parties also will continue TVGR's existing business of acquiring and developing technologies for the environmental remediation market as a separate business division. TVGR is an applied research and development company and technology portal that identifies, develops, and/or acquires new technologies for commercialization through licensing or joint ventures.
Cardiac Science (Irvine, California), a manufacturer of automatic public-access defibrillators, responded to stockholder inquiries regarding the terms of its recently proposed merger with cardiology product maker Quinton Cardiology Systems (Bothell, Washington).
Immediately following the completion of the proposed merger, first disclosed earlier this month (Medical Device Daily, March 4, 2005), there will be roughly 22.3 million shares of common stock of the combined company issued and outstanding.
Cardiac Science common stockholders and senior note holders will collectively own about 11.4 million shares, or approximately 51.3%, of the combined company. Of these 11.4 million shares, Cardiac Science common stockholders will own roughly 8.6 million shares.
As a result of the debt and warrant conversion, Cardiac Science's senior note holders will own about 2.8 million shares of the combined company.
Quinton common stockholders will own approximately 10.9 million shares, or roughly 48.7%, of the combined company.
These relative ownership amounts are not subject to any adjustments prior to the closing of the proposed merger as a result of changes in the common stock price of either Cardiac Science or Quinton.
In connection with the merger and in order to eliminate the outstanding debt and associated warrants in the combined entity, Cardiac Science senior note holders agreed to exchange roughly $61 million in principal and accrued interest owed by Cardiac Science, and warrants to purchase about 13.4 million shares of Cardiac Science common stock, in consideration for $20 million in cash and approximately 2.8 million shares of common stock of the combined company.
The number of shares of the combined company to be issued to the senior note holders is based on a Cardiac Science's common share price of $1.89 per share.
• HealthStream (Nashville, Tennessee) reported acquiring Data Management & Research (DMR; also Nashville). HealthStream purchased all of the shares of DMR for about $10.6 million, consisting of roughly $9.1 million of cash consideration and 479,234 shares of HealthStream common stock. A portion of the consideration is subject to escrow.
DMR is focused on offering a range of quality and satisfaction surveys, data analyses of survey results, and other measurement tools to healthcare organizations.
HealthStream is a provider of learning solutions for healthcare. The company's learning products and services are used to meet a range of their training needs and supporting business objectives.