Edwards Lifesciences (Irvine, California) has acquired the cardiovascular business in Japan it had been operating as a joint venture with Baxter International (Deerfield, Illinois). The business, which had sales of about $170 million in 2001, was acquired for approximately $22 million. The purchase price for Edwards Japan is slated for reduction, pending a final audit of the business' net assets. The purchase price excludes about $30 million of securitized accounts receivable. Beginning in the fourth quarter, Edwards will report the results of the Japan business on a fully consolidated basis. Edwards Japan has about 400 employees, providing Edwards' portfolio of brands in heart valve therapy, critical care medicine, vascular therapies and cardiovascular surgery to Japanese clinicians and their patients. Edwards also serves as the exclusive third-party distributor in Japan of numerous cardiology specialty products, including perfusion disposables, pacemakers, intra-aortic balloon pumping systems and angioplasty catheters. The business, which began in 1968 as American Hospital Supply Japan, is headquartered in Tokyo, with 18 regional sales offices located throughout the country and a production facility in Miyazaki.
Medtronic (Minneapolis, Minnesota) closed its acquisition of Spinal Dynamics (SDC; Mercer Island, Washington). Medtronic bought SDC, developer of the Bryan artificial cervical disc designed to reduce recovery time and maintain mobility of the cervical spine after surgery. SDC becomes a unit of Medtronic's Sofamor Danek (Memphis, Tennessee) division. The deal was announced in late June. The acquisition, valued at $269.5 million, was structured as a stock merger involving cash and stock. Holders of SDC common stock were able to elect, subject to certain limits, a combination of cash and Medtronic common stock. The SDC shareholders elected to receive an aggregate cash consideration of $5.3 million. The remaining consideration was paid in Medtronic common stock. The conversion ratio used to determine the amount of cash or number of shares of Medtronic common stock to be issued for each outstanding share of SDC common stock in the proposed merger was 0.370161. In another deal, Medtronic purchased the craniofacial/neurosurgical fixation product line of MacroPore Biosurgery (San Diego, California). The asset acquisition, valued at up to $21 million, will be paid in cash. In addition to the initial payment of $13 million, there will be three milestone payments totaling up to $8 million, estimated to occur during 2003. Medtronic has been distributing the bone repair product line since January 2000 through its Neurological Technologies division. MacroPore develops bioresorbable surgical implants to aid in the reconstruction, repair and regeneration of bone and soft tissue and reports more than 200 products in commercialization.
Micro Therapeutics (MTI; Irvine, California) has completed its previously announced acquisition of Dendron GmbH (Bochum, Germany), a maker of neurovascular-focused products such as embolic coils for the treatment of brain aneurysms. MTI will make payments totaling about $25 million, subject to a post-closing audit, plus additional payments of up to $15 million contingent upon achieving certain revenue targets for Dendron's products. MTI said Dendron's products would be marketed in Europe, Japan and other international markets through MTI's distribution partner, ev3 International. MTI said it also would submit those products for FDA market clearances and would distribute any cleared Dendron products in the U.S. through its direct sales force. MTI makes minimally invasive medical devices for the diagnosis and treatment of vascular disease.
Osteoimplant Technology (OTI; Hunt Valley, Maryland) said it acquired Cage Concepts (Irvine, California) and entered into an exclusive license and distribution agreement with Advanced Spine Fixation Systems (ASFS; also Irvine). According to OTI, the combined companies create a strong new entity with a broad platform of orthopedic products and provide enhanced cash flow to strengthen the management team and increase support for OTI's array of new products. Ian Murray, chairman and chief executive officer of OTI, said the company plans to further expand its product offerings through additional strategic acquisitions, "for instance, in the biologics area." As part of OTI's expansion, it hired Bill Spengler as its new president and COO to assist Murray, who will remain as chairman and CEO.
TLC Vision (Mississagua, Ontario) said that it and its subsidiary, Aspen HealthCare (Boulder, Colorado), have reached agreement with SurgiCare (Oceanside, California) for termination of the proposed acquisition of Aspen by SurgiCare, and that TLC will retain an $800,000 break-up fee. The proposal for SurgiCare to purchase Aspen was announced in April, with Aspen to have become a subsidiary of SurgiCare. SurgiCare planned to pay $6.8 million for Aspen. The second of four payments in the deal had been scheduled to be made in June. TLC Vision is an eye surgery firm with an affiliated network of more than 12,500 optometrists and 1,000 ophthalmic surgeons. It said it will continue to be an 85% shareholder of Aspen, with Aspen management continuing to hold a 15% ownership interest. Aspen Healthcare is a healthcare consulting, development and management firm specializing in ambulatory surgery center joint-venture development, management and ownership.