Advanced Neuromodulation Systems (ANS; Dallas, Texas) said it has agreed to acquire Micronet Medical (St. Paul, Minnesota), a developer of medical devices based on proprietary micro-lead technology. At closing, ANS will pay Micronet shareholders $500,000 in cash and a number of shares of ANS common stock with a value of $5.23 million, based on the average trading price for the 30 days preceding closing. The transaction is expected to close by year-end. ANS also could pay Micronet shareholders future royalties of additional shares of stock, with a total value of up to $9 million. ANS will acquire only Micronet's proprietary technology and certain associated assets. Micronet's operations, other tangible assets, certain liabilities and certain employees will become part of a separate unaffiliated company which "will continue to serve Micronet's OEM and sterilization customers without interruption," ANS said. In July 2001, Micronet received FDA 510(k) clearance to market its Axxess spinal cord stimulation leads. ANS said it would adapt the Axxess leads so they are compatible with its Renew radio frequency systems and its family of Genesis implantable pulse generator systems. ANS develops implantable systems used to manage chronic intractable pain and other central nervous system disorders.
AmerisourceBergen (Valley Forge, Pennsylvania) signed an agreement to purchase Bridge Medical (Solano Beach, California), a provider of barcode-enabled point-of-care software designed to reduce medication errors and decrease costs in healthcare facilities, for about $27 million in stock. The transaction is expected to close by the end of the year. The agreement also includes incentive payments of up to $55 million, based on Bridge Medical achieving certain earnings targets in 2003 and 2004. Developed for hospitals and other patient-care facilities, Bridge's two primary products are MedPoint and InfoPoint. MedPoint combines medication and blood product administration verification with laboratory specimen identification. InfoPoint, Bridge's newest product, is a data warehouse system enabling clinicians and administrators to combine clinical and financial data to improve patient outcomes and reduce costs. AmerisourceBergen describes itself as the largest pharmaceutical services company in the U.S. dedicated solely to the pharmaceutical supply chain.
Analogic (Peabody, Massachusetts) acquired the Sound Technology Transducer unit (STI; State College, Pennsylvania) from the Ultrasound Division of Siemens Medical Solutions (Erlangen, Germany). Terms were not disclosed. STI, which employs about 110, produces linear and "tightly curved" array ultrasound transducers and probes for a range of clinical applications supplied to medical equipment companies worldwide. It will remain as a preferred supplier of selected transducers to Siemens, and Siemens will continue to deliver parts and products to STI. Analogic manufactures advanced health and security systems and subsystems sold to OEMs, including ultrasound systems and subsystems. Its B-K Medical in Denmark is a supplier of ultrasound systems and transducers for the urology and surgery markets.
ICU Medical (San Clemente, California), a manufacturer of medical connectors and custom intravenous systems, completed the purchase of 84% of the common stock of Bio-Plexus (Vernon, Connecticut) from ComVest Venture Partners and other investors for cash at a price of 66 cents per share, and it also acquired $2.5 million of notes payable by Bio-Plexus. ICU also said that it intends to acquire the remaining minority interest at the same price per share "in the near future." Bio-Plexus's main products are blood collection needles under the Punctur-Guard name.
Laboratory Corporation of America (LabCorp; Burlington, North Carolina) has agreed to acquire Dianon Systems (Stratford, Connecticut), a provider of cancer and genomic diagnostic testing services. LabCorp will acquire all of the outstanding shares of Dianon for $47.50 per share in cash for a total purchase price of about $598 million. The share price is a premium of 18% to Dianon's closing price of $40.19 on the Nasdaq National Market prior to the announcement of the deal. The transaction, which is still subject to Dianon shareholder and regulatory approval, is expected to close in 1Q03. LabCorp said it expects to realize an estimated $35 million in annual cost-saving synergies by year-end 2005.
Visx (Santa Clara, California) has terminated its planned merger and research and development agreements with Medjet (Edison, New Jersey). In accordance with the provisions of the merger agreement, Visx will incur a termination charge of $250,000 in 4Q02. In the research, development and experimental cost-sharing agreement, originally executed on Aug. 17, Visx provided monthly funding to Medjet in order to support that company's research and development work associated with the development of waterjet-related technology and products, including a waterjet microkeratome. Medjet had received minimum monthly payments of $100,000 from Visx as part of the agreement. Additional charges may be incurred as a result of this transaction. As of Sept. 30, Visx had about $1.5 million recorded as book value of assets for its investment in Medjet preferred stock and warrants. Medjet is a medical device company developing new cutting, drilling, layer removal and shaping instruments for surgical procedures based on its waterjet technology.
Source: The BBI Newsletter