A Medical Device Daily

Eye health company Bausch & Lomb (B&L; Rochester, New York) and private equity firm Warbug Pincus on Fridayreported completion by its affiliatesthe acquisition of B&L for $4.5 billion, including about $830 million of debt.

In May, B&L agreed to the transaction that valued the company's stock at $65-a-share in cash (MDD, May 25, 2007).

Rival ophthalmology company AMO (Santa Ana, California) had made a late play for the company, offering $4.2 billion, with a $75-a-share offer comprised of $45 in cash and $30 in AMO stock. B&L's board did not support that offer, and AMO withdrew from the bidding in August (MDD, Aug. 2, 2007).

"With a strong and supportive partner in Warburg Pincus, we are well-positioned to create new opportunities for Bausch & Lomb and advance our leadership in the eye health industry," said Ronald Zarrella, CEO and chairman of B&L. "Our customers will continue to receive high levels of service, product quality and innovation, and our commitment to serving their needs remains steadfast. On behalf of Bausch & Lomb's management and board of directors, I want to thank our shareholders and hard-working employees for their support throughout this process."

B&L stock has ceased to trade on the New York Stock Exchange. Shareholders will receive $65 in cash for each share of B&L common stock they hold.

Morgan Stanley acted as financial advisor to the special committee of the B&L board and delivered a fairness opinion to the special committee. Wachtell Lipton Rosen & Katz acted as legal counsel to the special committee.

Bank of America, Citi, Credit Suisse and JPMorgan served as financial advisors to Warburg and arranged the debt financing for the transaction, and Cleary Gottlieb Steen & Hamilton acted as legal advisor to Warburg.

In other dealmaking activity:

  • I-Flow (Lake Forest, California) reported that it completed the sale of InfuSystem (Madison Heights, Michigan) to HAPC (New York) for $100 million. HAPC paid I-Flow, at closing, $67.3 million in cash and a secured promissory note with a principal amount equal to $32.7 million. HAPC also in the future may pay I-Flow up to another $12 million, based on its audited consolidated net revenues for its fiscal year ended Dec. 31, 2010, as compared to InfuSystem's 2007 net revenues, excluding InfuSystem's ON-Q related revenues. The company reported shareholder approval of the InfuSystem deal last week (Medical Device Daily, Oct. 25, 2007). Along with the acquisition, HAPC reported that it has changed its name to InfuSystem Holdings, and will remain a Delaware corporation. Sean McDevitt, chairman of InfuSystem Holdings, said the name change would better reflect the company's operations going forward. The acquisition was originally reported last year (MDD, Oct. 3, 2006). Since then, the deal has been extended several times. I-Flow develops drug delivery systems. InfuSystem provides ambulatory infusion pump services. Donald Earhart, I-Flow's CEO and chairman, said the sale provides value to the company's shareholders while enabling I-Flow to concentrate its efforts on its ON-Q franchise. "Our strategic focus for future growth in shareholder value remains on regional anesthesia, including I-Flow's pain relief products and our goal of being the leader in treating acute pain after surgery," Earhart said. Bank of America acted as I-Flow's financial advisor in connection with the transaction.
  • STAAR Surgical (Monrovia, California), a developer of minimally-invasive ophthalmic products, said it has agreed to acquire the interests of all other shareholders in Cannon Staar (Tokyo, Japan), a joint venture formed by STAAR, Canon and Canon Marketing Japan (both Tokyo) in 1988 to develop Japanese products using STAAR's technology. On the closing of the transaction the entity will be renamed STAAR Japan and become a subsidiary of STAAR.
    STAAR will pay the Canon companies $4 million in cash and 1.7 million newly issued shares of Series A Convertible Preferred Stock, and will acquire the 50% interest in Canon Staar currently owned by the Canon companies. The Series A Convertible Preferred Stock will be convertible into common stock at a 1-to-1 ratio, and under certain circumstances will be redeemable for cash at $4 a share, the company said.
    Canon Staar's business consists of making and selling the Preloaded Injector, which is a silicone or acrylic intraocular lens packaged and shipped in a pre-sterilized, disposable injector ready for use in cataract surgery.
    STAAR makes minimally-invasive ophthalmic products employing technologies.
  • Essex Woodlands Health Ventures (New York) reported that it, along with industry veterans Greg Nelson and Andrew Meyers, has acquired a majority interest in Bledsoe Brace Systems (Grand Prairie, Texas). Financial terms of the deal were not disclosed.
    Gary Bledsoe, CEO of Bledsoe Brace, has retained a substantial equity interest and will remain president of the company, Essex said. Nelson will serve as CEO/chairman, Meyers will serve as executive VP of business development and Joel Radtke will serve as CFO.
    Bledsoe makes products for the non-invasive orthopedic rehabilitation field.
    Essex is a healthcare venture capital firm with seven funds and almost $2 billion under management.

HIMSS to host online conference

The Healthcare Information and Management Systems Society (HIMSS; Chicago) will host its second exclusively online conference on Nov. 6-7. The HIMSS Virtual Conference & Expo connects attendees with industry thought leaders, their peers and exhibitors right from their computers, without time away from the office.

More than 2,200 healthcare professionals and exhibitors registered for the inaugural HIMSS Virtual Conference & Expo in May. Among attendees, 82% said they are planning to attend next month's event.

"The Society introduced the virtual conference in response to the cost and time constraints of today's healthcare professionals, and HIMSS member research which indicated a strong interest in and preference for online educational opportunities," said Stephen Lieber, president/CEO of HIMSS.

Registration for the exhibit hall, networking lounge, as well as the Tuesday and Wednesday keynote sessions is free; registration for the education program is $85 for HIMSS members and $110 for nonmembers.


Cardiac system connects with new software

Cardiac Science (Bothell, Washington), a maker of cardiac monitoring and defibrillation products, said that its new cardiac rehab system, Q- Tel RMS 3.0, now has seamless connectivity with LUMEDX CardioWellness data management software.

The combination allows caregivers to seamlessly integrate data from the Q-Tel RMS 3.0 rehabilitation system into CardioWellness, creating a comprehensive diagnosis and treatment plan tuned specifically to the patient's gender specific needs. By applying this gender-specific understanding of the patient's disease state to the rehabilitation treatment, outcomes can be improved.