A Medical Device Daily

Immucor (Norcross, Georgia) said it has agreed to acquire BioArray Solutions (Warren, New Jersey) for about $117 million in cash.

Immucor provides automated instrument-reagent systems to the blood transfusion industry and BioArray develops molecular diagnostic systems designed to enable rapid and comprehensive antigen determination for donors and recipients of blood transfusions by DNA analysis using its BeadChip system for molecular medicine.

Immucor said BioArray would continue to be based in Warren, New Jersey and operate under the BioArray Solutions name.

According to BioArray, its BeadChip system is designed to deploy planar arrays of encoded microparticles to perform rapid and reliable molecular analysis of nucleic acids and proteins. Its recently launched transfusion genotyping system is installed in a number of leading donor and transfusion centers for research use only, the company noted. Immucor said it would acquire the broad intellectual property portfolio BioArray has generated through its investments in R&D, including about 100 issued or pending patents.

“This is a landmark acquisition for Immucor which will enable us to provide innovative molecular diagnostic solutions for blood transfusions that complement our current product line,” said Gioacchino De Chirico, president/CEO of Immucor. “Our leadership in blood banking industry automation and BioArray’s leadership in molecular diagnostic systems for specialty transfusion applications should allow the combined company to develop and deliver more precise genotyping solutions to enhance patient outcomes. This acquisition also opens up broader opportunities for Immucor in transplantation and transfusion-related applications.”

The current equity holders of BioArray intend to form a new company prior to closing to commercialize BioArray technologies in fields outside of blood transfusion and transplantation. Immucor will receive a 19% ownership interest in this new company.

Immucor expects the acquisition to be materially dilutive to earnings per share for several years following closing as key investments are made in research, development, and the automation and marketing of the BioArray product line. In its first full year of ownership, Immucor expects that this acquisition will reduce diluted earnings per share by about 20 cents to 23 cents a share, including about 5 cents a share of non-cash amortization of acquired intangible assets.

TM Capital served as financial advisor to Immucor and Lazard Freres & Co. served as financial advisor to BioArray.

In other dealmaking activity:

• Covidien (Hamilton, Bermuda) and Tissue Science Laboratories (TSL; Aldershot, UK) reported that a subsidiary of Covidien has launched a public tender offer in the UK for all of TSL’s outstanding shares held by UK residents. Covidien said it has received “irrevocable commitments” to accept the offer from TSL’s board and connected persons, who represent about 23% of the share capital of Tissue Science Laboratories.

Covidien will pay 103.5 pence (about $2.10) a share, or a total of about $80 million, in cash for the company, and expects to close the deal in 2Q08.

Covidien makes a range of product lines in four segments: Medical Devices, Imaging Solutions, Pharmaceutical Products and Medical Supplies.

TSL is a device company that develops tissue implant products for surgical and wound care therapies. Its core technology is Permacol Surgical Implant, used for complex and recurrent hernia repair.

Covidien expects the transaction to dilute fiscal 2008 earnings by less than 3 cents a share. However, the company does not anticipate the acquisition will have a material impact on its fiscal 2008 sales or operating margin outlook.

• Misonix (Farmingdale, New York), a developer of minimally invasive ultrasonic technology for the treatment of cancer and other chronic health conditions has agreed to sell its equity position in Focus Surgery (Indianapolis).

“The intent of the Focus Surgery equity sale was to extract value by monetizing this asset which was carried on our balance sheet at $0 as it had previously been written down,” said Michael McManus, Misonix CEO, in a company statement. “... We now anticipate the receipt of approximately $2.15 million plus an amount for reversing a tax reserve for a total consideration of approximately 10% of our publicly traded market value, which will serve as a means of further strengthening our balance sheet.”

Focus Surgery develops High Intensity Focused Ultrasound (HIFU) technology and the Sonablate 500 (SB500) for the HIFU treatment of prostate cancer. Although agreeing to the sale, Misonix will maintain the right to distribute the SB500 in the EU and Eastern Europe and the rights to use Focus Surgery’s HIFU technology to develop devices to treat cancer in the kidney, liver and breast.

According to the company, HIFU is a minimally invasive technology through which intersecting, precision focused ultrasound waves raise the temperature of the target tissue to 80-90 degrees Celsius in two to three seconds, effectively destroying the targeted cancerous tissues.

• Emergency Medical Services (Greenwood Village, Colorado) said it has completed its acquisition of River Medical (Lake Havasu City, Arizona).

River Medical provides emergency ambulance transportation services to Lake Havasu City and La Paz and Mohave counties in western Arizona. It is now a subsidiary of Emergency Medical Services’ American Medical Response (AMR; Greenwood Village) business segment and will continue to operate under the River Medical brand, the company said. The acquisition is expected to contribute about $8.5 million in annual revenue and 12,500 transports.