Cyberonics (Houston, Texas) said its board of directors approved an amendment of the company's shareholder rights plan to extend the period during which Boston Scientific (Natick, Massachusetts) may increase its ownership of Cyberonics' outstanding shares from an amount less than 15% to an amount less than 20%. "Boston Scientific has been unable to purchase Cyberonics shares pending fulfillment of its notification duties under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 [HSR Act]," said David Wise, Cyberonics' vice president and general counsel. "At Boston Scientific's request, Cyberonics will amend its rights plan to permit Boston Scientific to increase its ownership stake during a period ending the earlier of 10 business days following expiration or termination of the HSR Act waiting period and Feb. 28." Cyberonics is developing medical devices for the long-term treatment of epilepsy and other chronic neurological disorders using vagus nerve stimulation (VNS).
Derma Sciences (Princeton, New Jersey) said it has acquired Kimberly-Clark's (Dallas, Texas) wound care assets for $2.6 million. The manufacturing operation will be relocated from the Kimberly-Clark facility in Texas to Derma Sciences' plant in Toronto, Ontario, by mid-2004, Derma said. Derma Sciences provides a range of skin care, wound management and securement devices that are used primarily in professional markets, specifically hospitals, nursing homes and home care settings.
DePuy Spine (Raynham, Massachusetts), a Johnson & Johnson (New Brunswick, New Jersey) company, reported that it has acquired certain assets of The Bright Group (Boca Raton, Florida), a privately held medical device company. DePuy Spine said it plans to rapidly commercialize products for minimally invasive discectomy, lumbar spinal fusion and cervical spinal fusion, based upon platform technology obtained through this transaction. Terms of the transaction were not disclosed. Depuy said that Bright's principal product, the Insite System, "is designed to provide less invasive access to the spinal disc, compared to medical techniques used in traditional procedures." The Bright Group is focused on developing technology for MIS spinal surgery.
iCAD (Nashua, New Hampshire) has completed its merger with CADx Systems (Beavercreek, Ohio) and CADx' parent company, Qualia Computing. The merger, which became effective Dec. 31, combines two computer-aided detection (CAD) companies with numerous complementary strengths. To complete the merger, iCAD issued 4.3 million shares of its common stock in exchange for all outstanding shares of Qualia Computing and CADx Systems. This represents about 16% of the combined companies' outstanding shares. iCAD also paid $1.55 million in cash and executed a 36-month secured promissory note in the amount of $4.5 million to purchase Qualia shares that were owned by two institutional investors. W. Scott Parr will continue as iCAD's president and chief executive officer, and Robert Howard, one of iCAD's founders, will continue as chairman of the company's board of directors. Dr. Steven Rogers, former CEO of CADx and Qualia, has been named chief scientific officer of iCAD and has been elected to the company's board.
Orthofix (Huntersville, North Carolina) said it has completed its acquisition of privately held BREG (Vista, California), a leader in the sale of orthopedic postoperative reconstruction and rehabilitative products to hospitals and orthopedic offices. The purchase price for the acquisition was about $159 million after closing adjustments and after valuing the Orthofix common stock issued in the transaction at current trading prices. The acquisition was financed with $110 million of debt, cash on hand and the issuance of 731,715 shares of Orthofix common stock. Orthofix offers a broad line of minimally invasive surgical and non-surgical products for the spine, reconstruction and trauma markets.
In a proposed acquisition that has ties to one of last year's biggest deals in the medical technology sector, OSI Systems (Hawthorne, California), a manufacturer of security and inspection systems, medical monitoring products and optoelectronic-based components and systems, has signed a definitive agreement to purchase Spacelabs Medical (Issaquah, Washington), a maker of patient monitoring and clinical information systems. The cash deal has an estimated value of about $57 million, with the final purchase price subject to closing adjustments. Closing of the transaction is subject to approval by various regulatory agencies, including the European Commission and the U.S. Department of Justice. Spacelabs is a unit of Instrumentarium (Helsinki, Finland), which was acquired by GE Medical Systems (Waukesha, Wisconsin) in a $2 billion deal last October. To complete the acquisition of Instrumentarium, GE agreed with both U.S. and European regulatory agencies to divest Spacelabs' business worldwide. Spacelabs will operate as a wholly owned subsidiary of OSI Systems.
Vital Images (Plymouth, Minnesota), a medical imaging software company, has signed an agreement to acquire HInnovation (Milwaukee, Wisconsin), a privately held provider of software solutions that allow physicians to use PCs or notebooks to access 2-D, 3-D and 4-D medical imaging applications securely over the Internet. The agreement includes a $12 million initial payment to HInnovation, consisting of $6 million in stock and $6 million in cash, and $6 million in contingent milestone payments.