A Medical Device Daily

GE Healthcare (Chalfont St. Giles, UK) said it has agreed to acquire Vital Signs (Totowa, New Jersey) in a deal valued at roughly $860 million. Shareholders of Vital Signs will receive $74.50 a share in cash.

Vital Signs provides products applicable to a wide range of care areas including anesthesia, respiratory, sleep therapy and emergency medicine. Vital Signs says its single-patient use products offer significant cost advantages and improved patient care features, including reducing the potential of transmitting infections from one patient to another.

The company will become part of GE's Clinical Systems business, a provider of advanced technologies for patient monitoring, anesthesia delivery and acute respiratory care.

"This acquisition is consistent with GE's strategy to invest in high-technology, innovative businesses that deliver top-line growth, earnings expansion and expanded margins," said John Dineen, president/CEO of GE Healthcare. "Vital Signs has consistently grown at double-digit rates while generating strong operating margins. Its products are a great complement to our existing anesthesia, monitoring and respiratory offerings."

"This is a tremendous opportunity for us to further develop the Vital Signs business," said Terry Wall, CEO of Vital Signs. "We are proud of our innovative single patient use technologies and the contribution they have made to reduce patient mortality through limiting hospital acquired infections. By joining GE Healthcare, we see a huge opportunity to bring these products to many more hospitals and improve the care and health of patients worldwide."

The deal, which is subject to Vital Signs' shareholder and regulatory approvals, is expected to close in 4Q08. The boards of both companies have approved the transaction. Shareholders holding about 37% of Vital Signs' outstanding common stock have agreed, among other things, to vote their shares in favor of the acquisition.

"Vital Signs has an outstanding track record as a product innovator, with a well-earned reputation for supplying quality products," said Omar Ishrak, president/CEO of GE's Clinical Systems business. "Vital Signs' product offerings are highly complementary with our Clinical Systems business. We believe that combining the skills and knowledge of the two companies will create significant added value for our customers, bringing new technologies to healthcare professionals worldwide. Clinical Systems is a key area of growth for GE Healthcare and expanding our skill base and product offering in this area supports our vision of helping clinicians and nurses deliver the best possible care to their patients."

In other dealmaking activity:

Hologic (Bedford, Massachusetts) reported that its subsidiary, Thunder Tech, has completed its tender offer for all outstanding shares of Third Wave Technologies (Madison, Wisconsin) for $11.25 a share in cash.

About 47,968,050 shares were validly tendered and not withdrawn in the offer, representing roughly 95.8% of Third Wave's issued and outstanding shares. All validly tendered shares were accepted for payment.

Hologic is in the process of completing the acquisition of Third Wave though a short form merger in which Third Wave will become a subsidiary of Hologic. In the short form merger all outstanding shares of Third Wave not purchased in the tender offer, and not held by a holder who demands appraisal rights for such shares, will be converted into the right to receive $11.25 a share in cash.

Hologic makes premium diagnostics, medical imaging systems and surgical products for the healthcare needs of women.

Third Wave develops molecular diagnostic reagents for a variety of DNA and RNA analysis applications to meet the needs of its customers.

Waters (Milford, Massachusetts) said it has completed the purchase of the net assets of VTI (Hialeah, Florida) for an undisclosed amount. Waters will immediately merge the acquired business into its TA Instruments division.

VTI makes sorption analysis and thermogravimetric analysis (TGA) instruments, which are widely used in the evaluation of pharmaceuticals, catalysts, and energy-related materials. Dr. Augie Venero, founder of VTI, will join TA Instruments.

The acquisition adds two technologies that complement TA Instruments' existing gravimetric analysis product line, according to Waters. VTI sorption analysis products are designed for water and organic vapor sorption studies of pharmaceuticals and related materials.

"The addition of VTI further strengthens TA Instruments' industry-leading position in thermal analysis while expanding TA Instruments' exposure into the rapidly-growing pharmaceutical and energy markets," said Terry Kelly, president of TA Instruments.

Waters says it "creates business advantage for laboratory-dependent organizations by delivering practical and sustainable innovation to enable significant advancements in such areas as healthcare delivery, environmental management, food safety, and water quality worldwide."

Waters reported 2007 revenue of $1.47 billion.

Rosetta Genomics (Rehovot, Israel) said it has acquired Parkway Clinical Laboratories (Bensalem, Pennsylvania), for $2.9 million, consisting of $1.9 in cash and $1 million of Rosetta's ordinary shares. An additional $300,000 will be payable upon the achievement of certain milestones.

The lab, owned by Parkway, is a CLIA-certified clinical reference laboratory with an expected $2.7 million in revenues and break-even operating income in 2008.

Rosetta said that the acquisition is expected to allow it to expedite development and validation of its microRNA-based diagnostic tests worldwide. In addition, Rosetta said that ownership of the CLIA-certified lab will allow it to control the commercialization of its diagnostics, including marketing, sales, and reimbursement strategy.

Montefiore Medical Center (New York) said it has acquired most of the assets of Our Lady of Mercy Medical Center (OLM; New York). The former OLM becomes the North Division of Montefiore Medical Center.

The acquisition makes Montefiore a 1,491-bed academic medical center employing more than 16,000 associates serving the 2 million residents of the Bronx and Westchester County. There are no immediate plans for service changes and patient care will continue uninterrupted, Montefiore said.