Millennium Pharmaceuticals (Cambridge, Massachusetts) and COR Therapeutics (South San Francisco, California) received approval from their respective shareholders of the merger of the two companies. The combined company will retain Millennium's name and headquarters. "Our merger with COR is a key step in building a major biopharmaceutical company and delivering breakthrough personalized medicine," Millennium CEO Mark Levin said. "We believe this combined entity provides commercial operating infrastructure and a sustainable pipeline across four franchise areas." COR shareholders will receive 0.9873 shares of Millennium common stock in exchange for each COR share. The merger will be treated as a purchase for accounting purposes and will result in significant goodwill and in-process R&D charges. Millennium will assume COR's $600 million in convertible debt resulting from two offerings: the 5% convertible subordinated notes due March 1, 2007 and the 4.5% convertible senior notes due June 15, 2006. As a result, the noteholders have an option to convert to Millennium common stock. Within 30 days following the closing of the merger, Millennium is obligated to offer cash for the notes at face value. Due to current market conditions, Millennium said it is considering creating alternatives to this cash offer, including giving noteholders the right to sell Millennium the notes on more favorable terms at a future date. Millennium intends to file a registration statement for the 4.50% notes and the shares of Millennium common stock issuable upon their conversion. The merger combines COR's cardiovascular pipeline and commercial infrastructure for its anti-platelet Integrilin (eptifibatide) Injection, with Millennium's genomic-based research, drug discovery and development technology platform, business leadership in strategic alliances, and product pipeline in oncology, inflammation and metabolic disease.
Radiance Medical Systems (Irvine, California) has signed a definitive merger agreement with Endologix (also Irvine), a developer and manufacturer of minimally invasive treatments for vascular diseases. Radiance currently owns 4% of Endologix, and under the terms of the merger agreement it will pay Endologix shareholders 75 cents in cash and one share of Radiance stock for each share of Endologix stock for an aggregate cash consideration of approximately $8.4 million and a total of approximately 11.1 million shares of Radiance common stock. In addition, Endologix shareholders may receive milestone payments of up to 50 cents payable in cash or stock for each share of Endologix stock in the event regulatory approval is received by certain dates, for an aggregate total possible milestone payment of approximately $5.6 million. Radiance also has agreed to loan Endologix up to $3 million in the event the merger is not completed. The loan will be secured by a first priority security interest on all of Endologix's intellectual property, and will be due on the earlier of Oct. 1, 2003, or upon the closing by Endologix of certain other transactions.
Raytel Medical (San Mateo, California), a provider of remote cardiac monitoring and diagnostic imaging services, said it has agreed to merge with SHL Telemedicine (SHL; Tel Aviv, Israel), a developer of telemedicine devices and services. A subsidiary of SHL will begin a tender offer for all of Raytel's shares at $10.25 per share in cash, for about $31.1 million, representing a premium of about 28% over the closing price of Raytel's stock on Feb. 7, and a premium of approximately 101% over the closing price on Sept. 28, 2001, the last trading day prior to the filing of a preliminary proposal. Any Raytel shares not tendered will be converted into the right to receive the same per share cash price paid in the tender offer. Directors and officers of Raytel, who own about 6.4% of the outstanding shares of Raytel, have agreed to tender their shares. Raytel utilizes telephone technology to deliver diagnostic information over secure Internet links for ambulatory diagnostic imaging and cardiac imaging. SHL Telemedicine develops telemedicine systems, call center services and remote monitoring systems in cardiology and pulmonology. Individuals can transmit indications of cardiac or pulmonary functions by phone to a medical call center for analysis and instruction.
Rheologics (Exton, Pennsylvania), a manufacturer of treatments for heart disease and stroke, reported completing the purchase of Cytometrics (Philadelphia, Pennsylvania), a developer of noninvasive, point-of-care (POC) instrumentation for blood vessel imaging. Terms of the purchase were not disclosed. Rheologics said that the acquisition further solidifies its position in the POC device area and its "methodology for measuring the biophysical properties of unadulterated, circulating whole blood." Cytometrics is focused on developing products that enable the observation of blood circulation without the need for dyes or surgery. Its core device, the Cytoscan, is a video microscope/soft-tissue probe that captures still images of illuminated materials through a backlighting approach, defined as Orthogonal Polarization Spectral Imaging. The technology enables physicians to monitor perfusion changes in internal organs and in post-surgical disease states ranging from cardiopulmonary bypasses to organ transplants. Ken Kensey, MD, Rheologics founder and CEO, said the Cytometrics device initially would complement Rheologics' blood viscosity pre-screening procedures. As part of the acquisition, Rheologics obtained Cytometrics' complete device inventory, including completed units.