A Medical Device Daily

Thermo Electron (Waltham, Massachusetts) reported that it has entered into a definitive agreement to acquire the Kendro Laboratory Products division of SPX (Charlotte, North Carolina) for $833.5 million in cash, subject to a post-closing balance sheet adjustment.

Thermo has received a commitment for a credit facility of $600 million to finance a portion of the purchase price. The transaction is subject to regulatory approvals and other customary closing conditions.

SPX said it expects after-tax net proceeds from the transaction to be about $675 million and intends to use the net proceeds to pay down debt and buy back equity.

Kendro makes a range of laboratory equipment for sample preparation, processing and storage used primarily in life sciences and drug discovery laboratories as well as in clinical laboratories.

Kendro's centrifuge offerings, known to customers by names such as Sorvall and Heraeus, cover applications ranging from the separation of DNA to the separation of whole cells for use in biochemistry, molecular biology, virology, diagnostics and other clinical and research applications.

The company's thermal equipment offerings include ovens, incubators, freezers and refrigerators for research and industrial applications, marketed under the brands Revco and Jewett. In addition to equipment solutions, Kendro provides its customers with comprehensive services through a global network of technicians, and offers integrated validation services and bio-repositories for sample storage and laboratory relocation management.

“As a company, Thermo is focused on providing total laboratory solutions and services to address our customers' needs, and Kendro's technologies nicely complement our existing portfolio of products and services,“ said Marijn Dekkers, president and CEO of Thermo Electron. “The combined company allows us to deliver even greater value to our customers by creating a broader offering of laboratory and sample preparation technologies, as well as enhanced laboratory service capabilities.“

Thermo Electron is a manufacturerer of analytical instruments.

E-Z-EM (Lake Success, New York) and O'Dell Engineering (Cambridge, Ontario) have entered into an agreement for the purchase of all of O'Dell Engineering's assets related to Reactive Skin Decontamination Lotion (RSDL). The agreement was signed on Jan. 16 and is expected to close in 30 to 45 days, subject to written consent of the Canadian Ministry of National Defense and the Canadian Commercial Corp., and other customary closing conditions as specified in the purchase agreement.

At closing, O'Dell Engineering will transfer to E-Z-EM all licenses, assets, properties, contracts and customer orders related to the business and technology of RSDL.

RSDL is a liquid skin decontaminant that breaks down chemical agents such as Sarin or VX in seconds, leaving a non-toxic liquid that can be washed away with water. RSDL is packaged in a tear-open pouch that first responders and soldiers can use to aid victims of a chemical attack or for personal protection. RSDL was originally developed by the Canadian Defense Research Establishment and O'Dell Engineering.

Currently, O'Dell is the exclusive license holder from the Canadian government for the RSDL technology in the military and first responder markets, and E-Z-EM Canada, a subsidiary of E-Z-EM, is the exclusive worldwide manufacturer.

The U.S. Department of Defense (DoD) is currently conducting final testing on the product, which is required for replacement of current compounds used in this role. The DoD recently permitted the product to be made available to emergency service organizations by O'Dell and E-Z-EM. RSDL is used by several NATO countries as their exclusive product for personal chemical agent decontamination.

“This very exciting acquisition represents a significant step toward our goal of becoming the premier supplier of personnel chemical weapons decontamination systems to the U.S. military and first-responder markets,“ said E-Z-EM President and CEO Anthony Lombardo. “We look forward to working with the DoD, the U.S. Department of Homeland Security, and the Canadian government and military research center to bring this product to those in need.“

In other dealmaking news:

The directors of Pulse Data International (Christchurch, New Zealand) and VisuAide (Longueiul, Quebec) reported that their companies have merged, creating what they said is an “exciting new organization to serve the needs of people with visual impairment.“ The merged entity will be known as the HumanWare Group.

The HumanWare name has been widely used in North America since it was adopted as the name for Pulse Data's North American subsidiary in 1989. The company is dedicated to providing technology-based solutions to enable people who are blind or visually impaired, to access information.

Pulse Data International's CEO, Dr. Russell Smith, who will head the new organization, said that, “Over the past few years, both Pulse Data and VisuAide have gained impressive reputations for providing outstanding products that enable visually impaired people to achieve equality of access to information. These successes have led to the strong growth of both organizations.“

BeamOne (San Diego) has entered into a definitive agreement to acquire the medical products irradiation service centers of Titan Scan Technologies, a subsidiary of The Titan Corp. (also San Diego).

The transaction includes the contract sterilization service centers located in San Diego, Denver and Lima, Ohio.

The centers will continue to provide contract sterilization services to the medical device industry using Titan's electron beam (ebeam) irradiation systems. The closing of the transaction is subject to certain closing conditions and is expected to be completed within 30 days.

Ray Calhoun will serve as BeamOne's president and CEO, Stephen Meyer as chairman of the board, Larry Gabele as CFO and Glenn Thibault as executive vice president.

Calhoun, Meyer and Thibault all were originators of the Titan Scan Division and were instrumental in its launch within the medical device industry.

“We are all very excited to continue the vision of providing the benefits of ebeam processing to the marketplace and capitalize on the solid performance reputation established by Titan for efficacy, reliability and customer service,“ said Calhoun. “Our plans are to grow the business by building a strategic network of ebeam processing facilities for the contract market on a national and international scale.“

Union Bank of California, Huntington Capital and private equity investors are providing the acquisition financing. Kerry Morris of Shoreline Partners represented BeamOne, and David Duval of Claiborne Advisors provided investment banking advisory services to The Titan Corp.

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