A Medical Device Daily
Alliance Imaging (Anaheim, California), a national provider of diagnostic imaging services, reported successfully completing the sale of $150 million in aggregate principal amount of its 7 1/4% senior subordinated notes, due 2012, in a private placement (Medical Device Daily, Dec. 16, 2004).
Alliance said it used the net proceeds of the offering, together with proceeds of about $390 million from the issuance of Tranche C1 term loans under its senior secured credit facilities and cash on hand, to fund; the purchase of $256.5 million in aggregate principal amount of its outstanding 10 3/8% senior subordinated notes, due 2011, representing around 98.6% of the outstanding notes, pursuant to a tender offer and consent solicitation, which expired midnight, EST, Dec. 28; repay $236 million in aggregate principal amount of term loans, plus accrued interest thereon, previously outstanding under its senior secured credit facilities; and payment of certain fees and expenses related to the issuance of the new notes, the incurrence of the new term loans, the credit facilities refinancing, and the tender offer and consent solicitation.
In other financing activity:
• InSight Health Services (Lake Forest, California) reported commencement of its offer to exchange up to $25 million principal amount of its registered 9 7/8% Senior subordinated notes, due 2011, for a like principal amount of its 9 7/8% senior subordinated notes, due 2011, initially issued on March 8, 2004.
InSight accepted for exchange any and all outstanding notes properly tendered in the exchange offer prior to 5 p.m., EST, Jan. 31, 2005. Bank Trust National Association served as exchange agent for the offer.
InSight provides diagnostic imaging and information, treatment and related management services. It serves managed care entities, hospitals and other contractual customers in 37 states, including six targeted regional markets: California, Arizona, New England, the Carolinas, Florida and the Mid-Atlantic states.
• Noven Pharmaceuticals (Miami, Florida), a developer of transdermal drug delivery systems and patches, reported earning a $3 million success fee for attaining a development milestone under its development collaboration with P&G Pharmaceuticals, a subsidiary of The Procter & Gamble Company. Noven expects to report the $3 million success fee as license and contract revenues for the quarter ending December 31, 2004.
Noven also updated its previously issued financial guidance for 2004. Noven currently expects its earnings per share for full-year 2004 to be in the 45 cents to 50 cents range and its 2004 net revenues to exceed 2003 levels.
Noven's prescription patches are approved in more than 30 countries, and it is developing a range of new patches in collaboration with Novartis Pharma AG, Shire Pharmaceuticals Group plc, Procter & Gamble Pharmaceuticals, and others.
• Genelabs Technologies (Redwood City, California) reported receiving $1.25 million from Affymetrix (Santa Clara, California) for an amendment to a non-exclusive license to Genelabs' Linker-Aided DNA Amplification technology (LADA) which Affymetrix licensed from Genelabs in 2002. The amendment converts the license to a fully paid up non-exclusive license and eliminates royalties and fees that were payable under the original agreement.
The license covers U.S. patent number 6,107,023 entitled “DNA Amplification and Subtraction Techniques“ and corresponding international patents. The '023 patent claims a method of amplifying nucleic acids by attaching DNA linkers of a known sequence to the ends of unknown DNA sequences which are targeted for amplification. By adding these linkers to targeted DNA molecules, users can design and construct primers complementary to the attached linkers and amplify the unknown, targeted DNA sequences.
James Smith, president and CEO, said “We are seeking to realize additional value from our LADA intellectual property assets from other parties. At the same time, we are continuing our core focus on drug discovery and development.“
• Sonic Innovations (Salt Lake City) reported that on Dec. 23, 2004, it accelerated the exercisability of stock options previously awarded to employees, officers and directors with exercise prices greater than the closing price of its common stock as of Dec. 23, 2004, of $4.18 per share. Options to purchase about 1 million shares became exercisable immediately as a result of the vesting acceleration.
The company said that accelerating the vesting on stock options that have exercise prices in excess of current market prices will reduce its compensation expense in future periods and not result in a charge in the current period.
Sonic Innovations has developed patented digital signal processing (DSP) technologies and, it said, “embedded them in the smallest single-chip DSP platform ever installed in a hearing aid.“
Medwave delays 10-K filing
Medwave (Danvers, Massachusetts) reported that it is delaying the filing of its annual report on Form 10-K. Management was notified Dec. 28 that the company's audit firm was not able to consent to the Form 10-K, scheduled to be filed on Dec. 29, 2004. Filing of Form 12b-25 offers Medwave a 15-day extension for filing the Form 10-K.
Delays, it said, “were primarily associated with the addition of its transitional fiscal year, created by Medwave's change of its fiscal year from April 30 to Sept. 30 during the spring of 2003.“ As a result of the delayed release of Form 10-K, Medwave's management decided also to delay the investor conference call scheduled for Dec. 29. The call will be rescheduled to the day of the release of the Form 10-K.
Medwave makes non-invasive blood pressure monitoring products.