A Diagnostics & Imaging Week

Bio-Imaging Technologies (Newtown, Pennsylvania) and etrials Worldwide (Morrisville, North Carolina) reported that, in response to an unsolicited offer received by etrials from an unrelated third party, the parties have executed an amended merger agreement, increasing the value of the offer. The proposed acquisition is expected to be consummated through a tender offer for all of the outstanding shares of etrials stock. For each share of etrials stock, shareholders will receive 0.124 shares of newly issued Bio-Imaging common stock, 0.076 shares of newly issued Bio-Imaging preferred stock, and 62 cents in cash, which equates to a value of $1.35 per share for etrials. This compares with the original proposed agreement which equated to a per share value of 91 cents, which was comprised of the same amount of common and preferred stock, but increased the cash portion from 15 cents in cash per share to 62 cents in cash per share. Stockholders owning approximately 33% of etrials outstanding shares have already agreed to tender their shares, and if needed, vote in favor of the approval of the merger agreement. Subject to customary closing conditions, and assuming a majority of etrials shares will be tendered pursuant to the tender offer, the tender offer is expected to expire on or about June 20, 2009.

Mark Weinstein, president/CEO of BioClinica said, "As we previously indicated, etrials is an excellent fit with our long-term corporate strategy. This addition instantly broadens our eClinical product offering while leveraging our global operations and brand reputation for quality client service. Together with our services-based approach, the combination enhances our existing relationships with customers from both companies and creates a new, stronger and stable partner for new pharma, biotech and medical device sponsors. With minimal customer overlap, the acquisition also presents immediate cross-selling and new business opportunities. We anticipate realizing significant synergies as we integrate etrials with our eClinical Services Division and we look forward to working with the etrials team as we combine our strengths and expertise in the clinical trials services market."

Bio-Imaging Technologies is a provider of clinical trials services. etrials Worldwide is a provider of eClinical software and services.

The original deal between the two companies was first disclosed earlier this month.

In other dealmaking activity:

• Anglo-Norwegian diagnostics company Axis Shield (Dundee, Scotland) reported that it has sold its subsidiary Plasmatec Laboratory Products (Dorset, UK) to Lab21 (Cambridge, UK) for an undisclosed amount.

"This divestment reflects our increasing focus on high- margin diagnostic technologies, markets and our investment in state-of-the-art testing at point of care," Axis-Shield CEO, Ian Gilham said.

Gilham said he was pleased with the Plasmatec contribution since it was acquired, but felt Lab21 was better placed to develop the business.

Axis-Shield, develops and manufactures in vitro diagnostic tests, a medical test done in test tubes and on other biological samples to diagnose a disease.

Plasmatec deals with the manufacturing, sale and distribution of in vitro diagnostic tests.

• Progressive MRI (Falls Church, Virginia) reports it is now one of the largest physician-owned providers of radiological services in the Baltimore-Washington, D.C., region with the successful purchase of nine imaging centers in Maryland from Medical Resources (Bloomfield, New Jersey). The purchase agreement was completed May 19 for an undisclosed price and Progressive has already taken over administration of the centers.

The transaction is significant because Progressive, in addition to owning and operating its own centers, reads and diagnoses imaging from 19 other centers, which means Progressive now provides medical leadership to a total of 28 imaging centers. In addition, Progressive maintains a unique position in the field because many of its 23 radiologists are also experts in subspecialties.

Progressive performs thousands of radiology examinations in its facilities in every facet of radiology, including MRI, CAT scan, ultrasound, general X-ray and nuclear medicine.