Cardiac Science (Irvine, California) amended its agreement to acquire Survivalink (Minneapolis, Minnesota), a maker of automated external defibrillators (AEDs), reducing the amount of cash required to close the transaction. Under terms of the original agreement announced in February, Cardiac Science agreed to pay $35.5 million in cash and $35.5 million in restricted common stock to Survivalink shareholders for a total purchase price of $71 million. The amended agreement provides for $10 million in cash, $36 million in restricted common stock, and a nine-month note of $26 million, secured by the company's assets, for total consideration of $72 million. The acquisition is expected to close this month and is subject to approval by both companies' shareholders. Cardiac Science and Survivalink are currently collaborating to integrate Cardiac Science's monitoring and automatic tachyarrhythmia detection technology into Survivalink's AEDs.
cMore Medical Solutions (cMore; Minneapolis, Minnesota) has merged with MedSpecialists (Charlottesville, Virginia), with the merged firm doing business as cMore Medical Solutions and having headquarters in Minneapolis and an office in Mesa, Arizona. cMore's Provalent multispecialty software enables physicians to create procedure reports at the point of care by integrating image capture and anatomical diagrams with case-sensitive medical knowledge.
Edwards Lifesciences (Irvine, California), a maker of cardiovascular devices, said it will sell its U.S. perfusion unit, which offers blood-related services, to Fresenius Medical Care AG (Bad Homburg, Germany) for about $45 million cash. The sale of the unit, which employs about 800, including technicians who perform blood-related procedures such as transfusions, was expected to close at the end of June. Michael Mussallem, Edwards' chief executive officer, said, "With the divestiture in August 2000 of our Bentley line of perfusion products, maintaining a U.S. perfusion services presence is no longer consistent with our strategy or core capabilities."
Cantel Medical (Clifton, New Jersey) and Minntech (Minneapolis, Minnesota) entered into a definitive agreement for Cantel to acquire Minntech in a stock-for-stock deal valued at about $70 million. Under the terms of the agreement, each share of Minntech will be converted into the right to receive $10.50, consisting of $6.25 in cash and a fraction of a share of common stock of Cantel valued at $4.25, based on the average closing price of Cantel stock during a period ending shortly before the merger. The transaction, which will result in a company with about $125 million in annual revenues, has been approved by the boards of both companies and is to be completed in 3Q01. Cantel said the acquisition advances its plan to solidify its position in infection control and medical device reprocessing. Minntech makes disinfection/reprocessing systems for renal dialysis, as well as filtration and separation and other products for both medical and nonmedical applications.
Genzyme (Cambridge, Massachusetts) said the Securities and Exchange Commission has declared effective the registration statement relating to its purchase of Focal (Framingham, Massachusetts) and the merger of Focal's operations with Genzyme Biosurgery, a division of Genzyme. Genzyme currently holds 22% of Focal and plans to acquire the remaining 78% in an exchange under which Focal shareholders will receive 0.1545 of a share of Genzyme Biosurgery stock for each share of Focal stock they hold. The acquisition will bring Genzyme Biosurgery worldwide rights to FocalSeal-L, used to seal air leaks that develop during lung surgery and being investigated for potential use in heart and general surgery. Genzyme also obtains Focal's intellectual property in the area of synthetic biomaterials, and several products in development.
Imagyn Medical Technologies (Irvine, California) said it will sell its minimal access surgery product lines to Conmed (Utica, New York). The product lines involved include the DetachaTip and DetachaPort multi-use laparoscopic instruments, Articulator35 Plus endoscopic stapler/cutter, Reflex skin staplers for wound closure and MicroLap 2.7 mm laparoscope. Terms of the agreement call for Conmed to issue to Imagyn 1.3 million shares of its common stock. The transaction is valued at about $30 million. Imagyn said it will use a portion of the proceeds to reduce its bank debt and to provide working capital for its existing product lines, as well as to support introduction of new technologies. The sale completes the divestiture of Imagyn's entire minimal access surgery product offering. The company sold its disposable hand-held laparoscopic instrument lines to Conmed last November.
Interpore Cross International (Irvine, California) will acquire American OsteoMedix (AOM), a privately held maker of minimally invasive medical devices, for about $8 million in cash and some 2.4 million shares of Interpore Cross stock, an amount subject to adjustment. AOM will be merged into a wholly owned subsidiary of Interpore Cross. The company's AOM-CDO System is used to place reinforcing substances inside of spinal vertebrae that have been weakened or collapsed because of osteoporosis. This procedure, known as vertebroplasty, is a new, minimally invasive surgical technique intended to relieve the pain of vertebral compression fractures.