A Medical Device Daily

Inverness Medical Innovations (Waltham, Massachusetts) reported that its previously disclosed acquisition of BBI Holdings (Cardiff, UK) was successfully completed on Tuesday (Medical Device Daily, Dec. 12, 2007).

BBI, located in the UK, specializes in the development and manufacture of non-invasive lateral flow tests and has achieved a global reputation for manufacturing superior quality gold reagents.

The final purchase price consisted of cash of about £63.2 million, ($123.2 million), and about 251,300 shares of Inverness common stock. In addition, existing options to purchase BBI stock have been assumed and have converted into options to purchase about 360,000 shares of Inverness common stock.

Merit Medical Systems (South Jordan, Utah), a manufacturer of disposable devices used primarily in cardiology and radiology procedures, reported that the company has finalized two transactions.

On Nov. 5, 2007, Merit reported that it had entered a non-binding term sheet to acquire cardiac and peripheral catheter platform assets from Micrus Endovascular (San Jose, California). On Jan. 31, the company finalized a definitive asset purchase and supply agreement effecting the transaction.

Additionally, the company said that is has entered into an agreement with Timothy Clark, MD, to acquire intellectual property rights relating to U.S. Patent No. 7,087,060, “Methods for Obtaining Hemostasis of Percutaneous Wounds.”

“The closing of these two transactions adds important know-how for new product opportunities in areas not currently being offered by Merit,” said Fred Lampropoulos, Merit’s CEO/chairman. “Both transactions will assist Merit in broadening our technology base.

Merit is engaged in the development of disposable medical devices used in interventional and diagnostic procedures, particularly in cardiology and radiology.

In other dealmaking news:

• Implant Sciences (Wakefield, Massachusetts), a manufacturer of advanced security products, reported the execution of a binding letter of intent to acquire Ion Metrics (San Diego).

The company plans to issue 2 million shares of its common stock as consideration for the transaction. The acquisition is subject to the execution of a definitive purchase agreement, which is expected to occur no later than March 31, and the satisfaction of other conditions which are customary in these types of transactions.

In connection with this transaction, the company said it plans to acquire all the assets of Ion Metrics, including its mass spectrometer technology, differential mobility spectrometer technology, ion mobility spectrometry technology, miniature, light weight vacuum pump technology, patents, manufacturing fixtures, and other related technological capabilities.

The company will also be assuming specified liabilities.

Ion Metrics is in the business of producing low cost mass sensor systems for the detection and analysis of chemical compounds such as explosives, chemical warfare agents (CWA), narcotics, and toxic industrial chemical for the homeland defense, forensic, environmental, and safety/security markets. The company has adapted its mass spectrometer technology, and other front-end detection and separation technologies, to meet the growing need for field-deployable, high-throughput screening instruments in industries such as drug discovery, security, and safety.

• BridgeHealth International (BHI; Denver), a healthcare service provider with a focus on serving businesses for the delivery of international medical care, reported that it purchased the assets of Medical Tours International (MTI; Cold Spring, New York), which assists people seeking medical care in foreign countries.

MTI president/CEO Stephanie Sulger, RN, will become VP of BHI’s Consumer Division.

To date, MTI said it has assisted in the procedure arrangements and travel for several thousand patients seeking dental and surgical procedures in specialties such as orthopedics, neurosurgery, general surgery, cosmetic surgery, GYN, urology, cardiac and vascular surgery and stem cell transplants.

Accipiter Capital Management, the owner, together with its affiliates, of nearly 10% of the outstanding shares of common stock of hospice care provider VistaCare (Scottsdale, Arizona) said that its recent review of the quarterly report for the period ended Dec. 31, 2007, has further convinced it that the offer by Odyssey Healthcare (Dallas), first disclosed last month (MDD, Jan. 17, 2008) to acquire VistaCare for $8.60 per share ($147.1 million) is ““wholly inadequate.”

In a letter to VistaCare’s board, Accipiter said it was “troubled by inconsistencies between VistaCare’s internal analysis of the company’s restructuring and information VistaCare’s management disclosed to investors.”

The letter calls on VistaCare’s board to explain these inconsistencies to stockholders and urges stockholders not to tender their shares in connection with the acquisition and to exercise their appraisal rights to the full extent permissible under law should the tender offer and subsequent merger be consummated.

“We believe that VistaCare would be significantly more valuable as a standalone company with new management more capable of effectuating a timely turnaround,” the letter added.

Accipiter and its affiliates said they do not intend to tender their shares in connection with the acquisition and plan to exercise their appraisal rights to the full extent permissible under law should the tender offer and subsequent merger be consummated.