Arbios Systems (Los Angeles, California), a company with proprietary liver-assist technologies used in the diagnosis and treatment of acute liver failure, reported acquiring certain assets of Circe Biomedical (Lexington, Massachusetts). The assets were acquired by a $200,000 up-front payment and a $250,000 deferred payment due either on April 12, 2006, or when the company has raised accumulated gross proceeds of $4 million from the issuance of debt or equity securities. The assets include Circe's intellectual property, rights to the bioartificial liver system HepatAssist and related technologies, clinical and marketing data, and a Phase III investigational new drug designation. Circe's HepatAssist is based on a technology platform developed by the founders of Arbios, A. A. Demetriou, MD, and J. Rozga, MD.
Castle Dental Centers (Houston, Texas) said it has agreed to merge with Bright Now! Dental (Santa Ana, California). Each Castle stockholder will receive $0.1572 in cash for each share of Castle common stock owned or issuable upon conversion or exercise of outstanding preferred stock, warrants or options. Castle Dental has about 218 million shares of common stock outstanding on a fully diluted basis, for an aggregate purchase price of $34.4 million. Bright Now also will pay off $18.7 million in Castle Dental debt. Castle and its affiliated practices provide dental services to 73 offices in Texas, Florida, Tennessee and California. Bright Now and its subsidiaries, Monarch Dental and Newport Dental Plan, provide business support services to 200 dental offices in 18 states.
Guidant (Indianapolis, Indiana) has completed the $6 million purchase of the remaining stake in a company developing fully bioabsorbable drug-eluting stent platforms. The acquired company was originally founded by SyneCor (Research Triangle Park, North Carolina), a generator of new life sciences companies. The stents in development are designed to be fully absorbed by vascular tissue following the restoration of blood flow in patients with coronary artery disease. The initial 51% stake was acquired for $10 million in 1Q03. Under the terms of the original agreement, Guidant also will make payments upon the achievement of certain regulatory milestones. Bioabsorbable Vascular Solutions (BVS) was established by Guidant in March 2003 as an entrepreneurial subsidiary in the Silicon Valley. Headed by John Capek, PhD, the Guidant subsidiary is developing site-specific therapies based on bioabsorbable technologies. BVS will become a part of the company's Vascular Intervention (Santa Clara, California) business.
Pfizer (New York) has consummated the spin-off sale of its surgical ophthalmology business. Advanced Medical Optics (AMO; Santa Ana, California) is the buyer, acquiring the ophthalmology unit for $450 million. AMO, a developer of ophthalmic surgical devices and eye care products itself spun off from Allergan (Irvine, California) in 2002 to better focus on the medical device sector ophthalmics will acquire the Healon line of viscoelastic products used in ocular surgery, the Baerveldt glaucoma shunt and the CeeOn and Tecnis intraocular lenses used in cataract surgery. AMO also will acquire manufacturing/R&D facilities in Groningen, the Netherlands; Uppsala, Sweden; and Bangalore, India.
UTI (Collegeville, Pennsylvania) has agreed to acquire MedSource Technologies (Minneapolis, Minnesota), saying that the purchase will make it one of the largest contract manufacturing, design and engineering companies serving the med-tech market. MedSource common stockholders will receive $7.10 a share in cash, with the value of the transaction set at about $230 million, including assumed debt. The deal is expected to be completed this summer and is subject to shareholder and regulatory approvals. Both UTI and MedSource serve the med-tech markets with contract manufacturing and fabrication of device components, sub-assemblies and finished goods. Both also provide engineering, design, prototyping and a variety of other product development services.
Zimmer Holdings (Warsaw, Indiana) said it has completed buying privately held Implex (Allendale, New Jersey). The deal was initially announced last November. Zimmer paid $98.6 million in cash in the transaction, including $9.8 million placed in an escrow account for 18 months. In addition, former Implex shareholders will be entitled to receive additional cash earn-out payments at various dates through 2006 if performance targets for the sale of certain Implex products are met. In 2000, Zimmer entered into a strategic alliance for the commercialization of Implex's Hedrocel biomaterial, which Zimmer has marketed as Trabecular Metal Technology.
Zoll Medical (Chelmsford, Massachusetts), a manufacturer of non-invasive cardiac resuscitation devices, has entered into an exclusive license agreement with Lifecor (Pittsburgh, Pennsylvania). Under the agreement, Zoll has acquired all marketing and distribution rights to Lifecor's technology for in-hospital use in exchange for $5 million in cash and a return of the $3.5 million equity investment that Zoll previously held in Lifecor. The licensed technology includes the Life-Padz System, a next-generation, in-hospital wearable cardioverter defibrillator awaiting clearance from the FDA. Under the agreement, the company is obligated to produce product for Zoll, which also gains access to, and will continue to use, the Lifecor and LifeVest brands in the hospital market. Zoll also obtained an option, exercisable through October 2005, to purchase the remainder of Lifecor's assets, including its out-of-hospital business.