Bausch & Lomb (Rochester, New York) has closed on its acquisition of Optex Ophthalmologies in a deal involving an initial payment of $3 million, an additional $1 million in royalty payments once B&L receives approval to market Optex's Catarex device in Japan, and a royalty on net sales. Optex also has the option to repurchase the acquired assets should Bausch & Lomb abandon the Catarex project. Bausch & Lomb is now responsible for clinical testing, obtaining regulatory approval and manufacturing and commercializing the device. Optex Ophthalmologies is an 80%-owned subsidiary of Atlantic Technology Ventures (New York).
Cardiac Science (Irvine, California) said it expects to close on its previously announced acquisition of Artema Medical (Stockholm, Sweden) in the first week of June. The final exchange ratio of Cardiac Science shares issued in the transaction will be based on a trailing 10-day average price of Cardiac Science stock, and is subject to a "collar" in which the number of Cardiac Science shares issued will be not less than 3.33 million or more than 4.44 million. The deal is subject to U.S. and Swedish regulatory review. Artema makes bedside and portable multi-parameter patient monitors and defibrillator devices used in cardiac and emergency care applications inside and outside of hospitals.
Data Critical (Bothell, Washington) plans to acquire VitalCom (Tustin, California) in a stock-for-stock deal involving two market leaders in the hospital wireless communications sector. The agreement calls for Data Critical to issue .62 of a share of its common stock for each share of VitalCom stock, with VitalCom becoming a wholly owned subsidiary of Data Critical. VitalCom's PatientNet system is a wireless technology that integrates patient information from the monitoring and bedside devices of various manufacturers into a single network.
ESC Medical Systems (Yokneam, Israel) has signed a definitive agreement to acquire Coherent's (Santa Clara, California) medical products division, Coherent Medical Group (CMG), in a deal valued at about $203 million. The deal will mark Coherent's exit from the medical laser market – where it has served the aesthetic, ophthalmology and surgical sectors – to refocus its efforts on the telecommunications, semiconductor and electro-optics markets. Coherent will receive $100 million in cash, 5.43 million shares of ESC common stock representing about 16.5% of the shares outstanding following the transaction, $12.9 million in an 5% subordinated promissory note and another $25 million based on future performance. Consummation of the deal is subject to regulatory approval and financing of the transaction under commitment letters ESC has received from two Israeli banks. Upon completion of the deal, ESC will move its manufacturing operations to the U.S. Combined 2000 sales for the two businesses were about $360 million.
Medtronic (Minneapolis, Minnesota) has acquired the assets of the Contegra Pulmonary Valved Conduit product line from VenPro (Irvine, California). Medtronic has distributed the product in Europe since it received CE mark approval in late 1999. Financial terms were not disclosed. The pulmonary valved conduit will be the first product in Medtronic's heart valve portfolio intended primarily for use in children. It is designed to correct congenital defects on the right side of the heart, namely an absent or underdeveloped pulmonary valve. Homografts (human valves), often used by pediatric cardiovascular surgeons for this type of reconstruction, are limited by the availability of donated human organs, particularly in small sizes. The Contegra conduit is a glutaraldehyde-fixed xenograft jugular vein segment that contains a natural, integral valve. It is available in a range of sizes suitable for newborns and children. The Contegra is an investigational device in the U.S.
Raytel Medical (San Mateo, California) reported completing the sale of its wholly-owned subsidiary, the Heart Institute of Port St. Lucie (Port St. Lucie, Florida), to a new company organized by physicians practicing at the clinic. Raytel received $8.3 million, net of transaction expenses, for all of the stock of the subsidiary. Approximately $1.2 million of the proceeds will be used to pre-pay leases for equipment in use at the Port St. Lucie facility, and approximately $5 million will be used to reduce indebtedness under the company's bank credit facility. The balance will be used for working capital purposes. Raytel acquired the clinic in August 1997 as a part of its acquisition of Cardiovascular Ventures, and the company said the divestiture follows spin-off of other physician practice management operations last year in order to focus on providing cardiac monitoring and testing services and operating cardiac diagnostic facilities and diagnostic imaging centers.
V.I. Technologies (Vitex; Watertown, Massachusetts), which is developing products to inactivate and remove pathogens in blood, has signed a letter of intent for a management-led divestiture of its plasma operations. These operations are responsible for producing intermediate plasma fractions and virally inactivated transfusion plasma, PLAS+ SD, and, subject to successful completion of ongoing FDA trials, will be the manufacturer of Universal PLAS+SD. The value of the transaction is estimated to be in the range of $34 million to $38 million, of which approximately $30 million is anticipated to be cash.