A Medical Device Daily

Meridian Bioscience (Cincinnati) reported completing the acquisition of the outstanding capital stock of O.E.M. Concepts (Toms River, New Jersey), for $6 million in cash and a performance-based earn-out opportunity of $2.3 million over four years.

O.E.M. Concepts makes and distributes monoclonal and polyclonal antibodies considered key components of products used in the diagnosis of infectious diseases and in the monitoring of human protein levels in metabolic disorders, pregnancy and cardiac disease.

Meridian said that the acquisition adds capabilities to its Life Science business and will complement its life science subsidiaries, Biodesign International and Viral Antigens. Through purchase and internal technology development, Meridian is expanding its Life Science unit to researchers, diagnostic test makers and biopharmaceutical and biotech companies, it said.

O.E.M.'s management team will continue with the company.

The revenue for O.E.M. Concepts is projected from $5 million to $6 million for FY05, with EPS accretion in FY06 from 4 cents to 6 cents.

Robert Minarchi, president of O.E.M. Concepts, said that the competencies of O.E.M., combined with Meridian's Life Science companies, “create a truly dynamic menu of capabilities that I believe will leverage the success of all three companies in Meridian's Life Science division.“

Meridian makes diagnostic test kits, purified reagents and related products, and offers biopharmaceutical technologies for “strong market positions in the areas of gastrointestinal and upper respiratory infections, serology, parasitology and fungal disease diagnosis,“ it said.

Banyan (Los Angles) reported forming a new subsidiary, Diagnostic USA, which it will use to enter the diagnostic imaging arena and enhance, it said, its growing chain of Chiropractic USA clinics.

Banyan has approved an agreement for Diagnostic USA to acquire up to a 40% interest in Diagnostic Solutions of America from its parent, National Diagnostic Solutions. Diagnostic Solutions of America has taken over the Nerve Conduction Velocity testing unit from National Diagnostic Solutions.

“We expect Diagnostic USA's investment in Diagnostic Solutions to allow us to service an even greater number of doctors and their patients with more clinical certainty,“ said Jeff Rebarcak, MD, CEO of National Diagnostic Solutions and Diagnostic Solutions of America.

Banyan is building a network of subsidiaries. Its Chiropractic USA unit is developing branded chiropractic clinics throughout North America, while Banyan Financial Services provides financing to the chiropractic, medical, dental and healthcare communities.

Cory Gelmon, president of Banyan, said that Diagnostic Solutions “fits in perfectly with our intent to create what we believe will be the first truly standardized full-service national brand of chiropractic clinics.“

In other dealmaking activity:

• Transcend Services (Atlanta) reported buying Medical Dictation (MDI; Brooksville, Florida), paying $4.8 million for all of MDI's stock. The payment consisted of $1 million in cash paid at closing; 96,775 shares of Transcend's common stock, par value 5 cents, with a market value of $300,000, at closing; and a promissory note of $3.5 million, payable in equal installments on each of the first three anniversary dates after closing.

MDI recorded unaudited profit revenue of about $6.3 million in 2004, with Transcend projecting the transaction to be EPS-accretive in 2005. MDI will continue to operate as a wholly owned subsidiary of Transcend.

Transcend said that on Jan. 31 it expanded its line of credit from $1 million to $1.5 million and extended its maturity date from April 30, 2005, to April 30, 2006, to facilitate the cash portion of the MDI purchase.

Transcend's services encompass everything needed to securely receive, type, format and distribute electronic copies of physician-dictated medical documents, from overflow projects to complete transcription outsourcing and custom data-center creation packages.

• Amedisys (Baton Rouge, Louisiana), a home health nursing firm, has purchased the home health operations of several companies operating as Winyah Health Care Group (Georgetown, South Carolina). The deal price included $13 million in cash, a $2 million note payable over two years and about $1.5 million of Amedisys' stock.

The agencies are projected to add from $16 million to $17 million to Amedisys' annual revenues. Amedisys had about $142 million in revenue in 2003.

The company said it acquired other home health assets from the same ownership interests last October.

• Health Management Associates (Naples, Florida) reported completing the purchase from Bon Secours Health System (Marriottsville, Maryland) of three hospitals — the Bon Secours Venice Hospital (Venice, Florida); the Bon Secours St. Joseph's Hospital (Port Charlotte, Florida); and the Bon Secours St. Mary's Hospital (Norton, Virginia). The purchases were effective Tuesday.

HMA operates 56 hospitals in 16 states with about 8,200 licensed beds.