In what to this point is the largest medical device sector deal of the year, Advanced Medical Optics (AMO; Santa Ana, California), a maker of eye care products and optical surgical equipment, reported last month that it plans to acquire laser eye surgery company VISX (Santa Clara, California) in a cash-and-stock deal valued at about $1.27 billion. The merger, which is expected to close in 1Q05, has been approved by the boards of both companies. Under the terms of the definitive merger agreement, VISX stockholders will receive 0.552 shares of AMO stock and $3.50 in cash for every share of VISX common stock they own, or a total value of $26.52 per share of VISX common stock, based on the closing price of AMO's common stock on Nov. 8. The total consideration for the transaction will be roughly 29 million shares of AMO stock and $184 million in cash. AMO said it expects the exchange of shares to be tax-free to VISX stockholders. Upon completion of the transaction, AMO's stockholders will own about 58.5% of the combined company and VISX's stockholders will own the remainder. The combined company will retain the Advanced Medical Optics name and be headquartered in Santa Ana.
Aircast (Summit, New Jersey), a developer of orthopedic devices and vascular systems, said it will be acquired by Tailwind Capital Partners, a private equity investment firm. G.W. "Jim" Johnson III, son of Aircast's founder, Glenn Johnson Jr., will become chairman emeritus of the company and will remain as an Aircast employee and board member with continuing responsibility for maintaining and growing the company's relationships with clinical opinion leaders and health policy makers in each of the firm's U.S. and overseas markets. Thomas Crowley, who joined Aircast last year as president and chief operating officer, will continue to lead the management team. Aircast, developer of the first off-the-shelf, below-the-knee cast, manufactures orthopedic devices for the functional management of injuries. Its products include ankle braces, walking braces, cryo-compression therapy, vascular systems and specialty products such as the AirHeel.
Medtronic (Minneapolis) said it has acquired the intellectual property for the investigational CellPlant aqueous stent from Wound Healing of Oklahoma (Oklahoma City). Terms of the deal were not disclosed. The CellPlant technology will allow Medtronic to evaluate a new generation of glaucoma treatment devices at a time when surgical procedures are becoming more prevalent for glaucoma management, the company said. Medtronic said it would initiate clinical trials of the new technology after FDA study approval. If successful, the clinical studies will allow the company to file for regulatory approval and begin working with physicians to treat glaucoma patients. The CellPlant stent is designed to operate like a microscopic piping system that drains excess fluid produced within the eye (glaucoma occurs when fluid pressure builds uncontrollably, damaging the optic nerve and potentially causing loss of vision or blindness). The stent is implanted during a standard trabeculectomy, the most commonly performed surgery to treat glaucoma. The stent is then placed beneath the trabecular flap offering a controlled outflow of aqueous humor, the fluid between the crystalline lens and the cornea. The stent is intended to increase flow rate as intraocular pressure builds.
Medtronic Vascular (Santa Rosa, California) has acquired Angiolink (Taunton, Massachusetts), a privately held medical device company focused on developing wound closure solutions for vascular procedures. Angiolink's EVS (Expanding Vascular Stapling) vascular closure system, which received FDA approval recently, is engineered to close the femoral artery access site after vascular procedures, such as diagnostic angiography, balloon angioplasty and stenting. Financial terms of the transaction were not disclosed. The EVS System is designed to provide safe and effective mechanical closure of arterial puncture sites without disturbing the lumen of the targeted vessel. The system which can be used by a single operator, is designed to apply a titanium staple that stabilizes and closes the artery. Over the coming months, AngioLink will be integrated into Medtronic's Danvers, Massachusetts, facility, which primarily manufactures guide catheters.
Memry (Bethel, Connecticut), a manufacturer of nitinol components for the medical device industry, reported that it has closed on the acquisition of substantially all of the assets and selected liabilities of Putnam Plastics Corp. (Dayville, Connecticut). The purchase price was about $26 million. The company said payment would be made with a combination of $17 million in cash, 2,847,143 shares of Memry common stock and $2.5 million in deferred payments.
Varian (Palo Alto, California) has completed the acquisition of Magnex Scientific (Oxford, UK), a manufacturer of magnetic resonance (MR) imaging magnets and a supplier of vertical high-resolution nuclear magnetic resonance (NMR) magnets, superconducting magnets for Fourier Transform mass spectroscopy (FT-MS) and MR microscopy gradients. The deal called for Varian to purchase Magnex for $32 million in cash and assume net debt, subject to certain net asset adjustments. The transaction also includes an opportunity for additional purchase price payments over three years, depending on performance relative to certain financial targets. Magnex will be operated as a wholly owned subsidiary of Varian.