American Medical Systems (Minnetonka, Minnesota) has agreed to acquire from BSD Medical (Salt Lake City, Utah) all of BSD's holdings in TherMatrx (Chicago, Illinois) for $40 million in cash at closing plus future payments, contingent upon the combined entity's future sales of TherMatrx products. An initial cash payment of $9 million will be made to BSD at closing, with other shareholders of TherMatrx receiving the remainder of the initial payment. Contingent payments to TherMatrx shareholders will be four times quarterly sales of its products through the six quarters ending December 2005. BSD will begin to receive quarterly contingent payments when the accumulated value has satisfied and exceeded the initial $40 million non-refundable payment. The maximum to be paid will not exceed $250 million. TherMatrx's flagship product is its microwave thermotherapy system for treating benign prostatic hyperplasia (BPH), or enlarged prostate. The TherMatrx Dose Optimized Thermotherapy system is designed as an in-office treatment for BPH, which affects 70% of men over 65.
The trustee of the ATS Liquidating Trust (San Diego, California) said the U.S. Bankruptcy Court for the Southern District of California has approved the trustee's motion to allow the sale of the trust's Anginera intellectual property to Iken Tissue Therapeutics (San Francisco, California). Anginera is a human fibroblast-based, tissue-engineered, epicardial patch. The trust has been established to handle liquidation of the assets of Advanced Tissue Sciences (also San Diego). Under the agreement, Iken will pay the ATS Liquidating Trust $200,000 at closing in addition to future milestone and royalty payments.
Biomet's (Warsaw, Indiana) acquisition of Interpore Cross International (Irvine, California) was completed in late June, immediately following a favorable vote on the deal by Interpore shareholders. Interpore shareholders will receive $14.50 in cash for each share of Interpore common stock held, with the deal valued at about $280 million. The company is focused on spinal surgery products, with its business divided into three major groups, include spinal implant products, orthobiologic products and minimally invasive surgery products used by orthopedic surgeons and neurosurgeons in a wide range of applications.
The Cooper Companies (Lake Forest, California) reported that CooperSurgical (Trumbull, Connecticut), its women's healthcare unit, has acquired the business of Milex Products (Chicago, Illinois), a manufacturer of obstetric and gynecologic products and customized print services, for $26 million in cash. Milex sells women's healthcare products to physicians' offices, clinics and hospitals, with a focus on products to manage urinary incontinence and pelvic support conditions.
CTI Molecular Imaging (Knoxville, Tennessee), a provider of positron emission tomography (PET) equipment, molecular imaging biomarkers and services, reported signing a definitive agreement for the acquisition of Concorde Microsystems (also Knoxville), which CTI said is the leading provider of small-animal PET systems for imaging laboratory animals used in medical research. The planned transaction is structured as an asset purchase and was expected to close on June 30. The total consideration paid in connection with this acquisition is $41 million in cash and unregistered shares of CTI common stock, plus the potential for incentive payments contingent upon the future financial performance of Concorde Microsystems.
Inverness Medical (Waltham, Massachusetts) reported that it has acquired all of the stock of Advantage Diagnostics (ADC; Sunnyvale, California) for $2.4 million in cash and $210,000 in the form of payoff of ADC debt. The terms also provide for $1.5 million of contingent consideration, payable to ADC shareholders in the future, upon the successful completion of a new product under development. ADC is a closely held, lateral flow diagnostic company that specializes in rapid test development and component manufacturing.
Prime Medical Services (Austin, Texas), a provider of lithotripsy services for kidney stone disease, and HealthTronics Surgical Services (Marietta, Georgia), a national provider of non-invasive and minimally invasive medical devices and surgical services for urologic and orthopedic conditions, reported a definitive merger agreement, with the combined company to be operated under the HealthTronics name. Prime shareholders will receive one share of HealthTronics common stock for each common share they hold of Prime. Prime shareholders will own about 62% of the outstanding shares after the merger. The boards of both companies have unanimously approved the merger agreement and the merger also is subject to various regulatory approvals. Corporate headquarters will be in Austin, with divisional operations in Marietta and Chicago, Illinois.
St. Jude Medical (St. Paul, Minnesota) reported completing its previously announced acquisition of Epicor Medical (Sunnyvale, California), a developer of high-intensity focused ultrasound (HIFU) devices for the surgical ablation of cardiac tissue. St. Jude paid $185 million in cash for all of the outstanding capital stock of Epicor that it did not already own. St. Jude acquired an ownership position in May 2003 for $15 million in cash. Epicor's procedure uses an approach enabling an ablation device to be placed on the outside of a beating heart, then delivering HIFU energy across the wall of the heart to create complete, precise lines of cardiac tissue ablation.