A Medical Device Daily

Salmon Express (Vernon, British Columbia) reported signing an agreement to merge with heart pump developer MicroMed Technology (Houston). Terms were not disclosed.

The merger will take place through Salmon's wholly owned subsidiary, Salmon Acquisition, which will then merge with and into MicroMed, with MicroMed being the surviving corporation.

Salmon said in a statement that the merger would result in “a new business directive“ for it. The merger will result in a change in control of Salmon by MicroMed and its stockholders and the assumption of MicroMed's operations and liabilities. In connection with the change in control, the MicroMed board will become the board and management of Salmon.

Salmon will issue shares of its common stock on a 1-for-1 basis to stockholders of MicroMed in exchange for all issued and outstanding shares of MicroMed common stock. Salmon will assume options and warrants to purchase shares of common stock previously issued by MicroMed.

Just before the merger, Salmon will carry out a 1-for-3.3528 reverse stock split, and immediately after, Salmon will reincorporate from Nevada to Delaware, changing its name from Salmon Express Inc. to a name that MicroMed may select.

Designed in collaboration with NASA, the Baylor College of Medicine (Houston) and Drs. Michael DeBakey and George Noon, the DeBakey VAD is intended for end-stage heart failure patients. The device is being used in two pivotal clinical trials under FDA investigational device exemptions for both destination therapy and bridge to transplantation.

The DeBakey VAD has been awarded the CE mark for both bridge to transplant and destination therapy. The DeBakey VAD Child, already commercially released through a humanitarian device exemption in the U.S. and CE mark-approved, is used to support pediatric patients.

MicroMed's headquarters and ISO 9001 certified Class 10,000 clean room manufacturing facility is located in Houston.

In other dealmaking activity:

• DePuy Mitek (Norwood, Massachusetts), a business of Johnson & Johnson (New Brunswick, New Jersey) and a manufacturer of surgical sports medicine devices, reported that it would acquire the Expressew and Latte Suture Passing Systems from Surgical Solutions (Valencia, California). Transaction terms were not disclosed.

The two systems are designed to make arthroscopic shoulder repairs easier to perform and they will supplement DePuy Mitek's anchor and fixation devices. DePuy Mitek had distributed the Expressew in all markets outside the U.S. since early 2004.

Michel Paul, worldwide president of DePuy Mitek, said, “We are focused on providing complete procedural solutions to enhance sports medicine procedures for our surgeons and improve the experience for their patients.“

The Expressew Flexible Suture Passer is the one-pass, one-portal suture passer under 5 mm designed for rotator cuff repairs, with a 4.5 mm profile. The system enables a smaller incision site “and provides mobility and function in tight anatomy,“ DePuy Miteck said. The needle is retractable and can be deployed precisely when the surgeon is ready to pass the suture. About 300,000 rotator cuff surgeries are performed in the U.S. each year.

The Expressew Flexible Suture Passer, when used with DePuy Mitek's Spiralok and Bioknotless RC anchors, simplifies recreating the anatomic footprint of the rotator cuff arthroscopically rather than through a large open incision.

“Arthroscopic rotator cuff repair is increasingly becoming the procedure of choice and this combination of instruments will further help adoption of the technique,“ said Sumant Krishnan, MD, a shoulder surgeon at the WB Carrell Clinic and Baylor University Medical Center (Dallas) and a professional sports team physician.

The Latte Suture Passer is an instrument indicated for use in soft tissue repairs including Bankart, Slap, plications and side-to-side rotator cuff procedures. The system provides the ability to retrieve and deliver any suture in a single step. DePuy Mitek will market the system under the Pathseeker brand name.

DePuy Mitek says that it developed the world's first conventional suture anchor for reattaching soft tissue to bone and the world's first knotless anchors, which simplify surgical procedures.

• A.C.T. Holdings and Advanced Cell Technology (both Worcester, Massachusetts) reported closing their previously announced triangular reverse merger as the final step in bringing the combined company to the public market.

Before the closing, A.C.T. closed a private placement of units consisting of Series A preferred stock and warrants, generating around $8 million in proceeds.

William Caldwell, CEO of A.C.T. Holdings, said, “Becoming a publicly-traded company greatly increases the visibility of our research effort in regenerative medicine and stem cell technologies. We are focused on leveraging our key assets . . . to accelerate the advancement of stem cell therapies for immunological and age-related diseases.“

Dr. Michael West, chairman, president and chief scientific officer of A.C.T. Holdings, said, “While we estimate that the range of cell therapies which can be addressed by our technology is very broad, our initial focus is on the commercial applications of treating heart disease, immunodeficiency and cancer.“

A.C.T. Holdings is applying human embryonic stem cell technology in the regenerative medicine field. It said it intends to establish a research facility in California, where voters in November passed Proposition 71, referred to as the “Stem Cell Initiative“ and providing $3 billion for stem cell research over the next 10 years.

• Medical Properties Trust (MPT; Birmingham, Alabama) said it has committed to acquiring two hospitals and two medical office buildings with an “expected investment“ of about $83 million. The company also reported closing two loans totaling about $118 million. MPT said it intends to use cash balances and loan proceeds for the acquisitions.

One property is a general acute-care hospital in Southern California with an integrated medical office building. The commitment letter for these facilities provides for a $33 million purchase price and an additional $15 million in financing for future expansion. The other hospital and medical office building are to be developed in Pennsylvania beginning in 2Q05 for $35 million.

MPT is a real estate investment trust that acquires and develops inpatient rehabilitation hospitals, long-term acute care hospitals, regional acute care hospitals, ambulatory surgery centers and other single-discipline healthcare facilities.

• Advocat (Franklin, Tennessee) reported selling two facilities in Texas. The amount of proceeds were undisclosed, but will be used to reduce debt, the company said.

William Council III, CEO of Advocat, said, “We have five remaining facilities in Texas that are good performers and have higher occupancy rates. We plan to focus our attention on these facilities to further improve their clinical, operational and financial performance.“

Advocat provides long-term care to nursing home patients and residents of assisted living facilities in nine states, primarily in the Southeast.