A Medical Device Daily

Owens & Minor (O&M; Richmond, Virginia) reported that the Federal Trade Commission (FTC) has granted early termination of the antitrust waiting period in connection with the company's proposed $170 million acquisition of certain assets of the acute-care medical and surgical supply distribution business of McKesson Medical-Surgical , a business unit of McKesson (San Francisco).

Under terms of the $170 million purchase agreement, Owens & Minor will acquire certain assets, including net inventory valued at about $130 million, and will assume customer contracts associated with McKesson's acute-care business.

Completion of the antitrust review satisfies one of the closing conditions contained in the purchase agreement between the companies that was first disclosed in July,

The transaction is expected to close during Owens & Minor's third quarter, and the company said it expects the deal to add at least $800 million to its annual revenue, after an estimated six-month transition plan is completed.

Epix Pharmaceuticals (Cambridge, Massachusetts) reported the completion of its previously disclosed merger with Predix Pharmaceuticals Holdings (Lexington, Massachusetts).

The merger, first disclosed in April, calls for Predix to pay about $90 million about plus $35 million in milestones payments (Medical Device Daily, Apr. 5, 2006).

Predix has now merged with and into Epix and became a wholly owned subsidiary. The combined company will continue to operate as Epix.

In connection with the merger, Epix effected a 1-for-1.5 reverse stock split of its outstanding common stock. Accordingly, each Predix share (on an as-converted to common stock basis) was converted in the merger into the right to receive .826698 shares of Epix common stock. In addition, all outstanding Predix options and warrants were assumed by Epix in the merger. The Predix stockholders, option holders and warrant holders are also entitled to receive their pro rata portion of an additional milestone payment of $35 million.

Pursuant to the terms of the merger agreement, the Epix board of directors has decided to pay $20 million of the milestone payment in cash on Oct. 29. The remaining $15 million of the milestone will be paid in shares of Epix common stock on Oct. 29, 2007, except to the extent that such shares would exceed 49.99% of Epix's outstanding shares immediately after such milestone payment when combined with all shares of Epix issued in the merger and issuable upon exercise of all Predix options and warrants assumed in the merger.

“This merger creates a company with a novel MRI angiographic agent, Vasovist, approved in Europe, five internally discovered clinical-stage product candidates and a deep pipeline of pre-clinical compounds,” said Epix CEO Michael Kauffman, MD, PhD.

The combined company has a broad pipeline of product candidates, an experienced management team and about $114 million in cash and marketable securities as of June 30.

In other dealmaking news:

• Nonin Medical (Minneapolis) reported the acquisition of Swedish medical technology company MedAir, which specializes in developing optical equipment for medical gas analysis. With the transaction, MedAir has become a wholly owned subsidiary of Nonin.

“The acquisition of MedAir is an excellent strategic fit for Nonin Medical and strengthens its dominant market position in physiologic monitoring,” said Gary Tschautscher, president/CEO of Nonin Medical. “By broadening our products and services to include carbon dioxide monitoring and enhancing our infrastructure, the acquisition enables us to better serve customers worldwide. In addition, MedAir's proprietary technology offers significant opportunities for new product development and growth.”

Nonin said that Medair management and employees are not affected by the acquisition, the terms of which were undisclosed and future plan calls for the expansion of Medair.

Nonin makes a broad spectrum of physiological monitoring devices, currently used by health and medical professionals in more than 125 countries.

• IsoTis (Lausanne, Switzerland) reported that it has sold its dental business to Keystone Dental (Johnson City, Tennessee).

IsoTis received an up-front cash payment of $7.4 million, and the companies also entered into a five-year manufacturing and supply agreement.

Keystone acquires IsoTis' dental assets and obtains an exclusive right to market and sell IsoTis' bone graft substitute product portfolio in the field of dentistry, with the sale structured as an asset purchase and license transaction.

Pieter Wolters, president/CEO of IsoTis, said, “From a sales and marketing perspective, the dental business is fundamentally different from our core business, orthopedics. The agreement provides additional capital that can be invested in further accelerating our growth in our orthopedics business.”

Keystone was founded in 2006 by private equity healthcare investor Warburg Pincus.

IsoTis has developed a portfolio of natural and synthetic bone graft substitutes, with others in development, and an independent North American distribution network and expanding international presence. The company's main commercial operations are based in Irvine, California.