Diagnostic company Inverness Medical Innovations’ (Waltham, Massachusetts) 2007 buying spree didn’t stop when the ceremonial ball dropped in Times Square on New Year’s Eve.
Inverness, which bought eight companies last year, said Monday it has agreed to acquire Matria Healthcare (Marietta, Georgia) for $39 a share – $6.50 in cash plus $32.50 in convertible preferred stock of Inverness.
The deal is worth $1.18 billion, including the assumption of $280 million in debt.
Matria shareholders must approve the transaction, which is expected to close in 2Q08. The company provides health enhancement, disease management and high-risk pregnancy management programs and services.
“We view the acquisition of Matria as an important part of our overall health management growth strategy,” said Ron Zwanziger, CEO of Inverness. “In addition to Matria’s substantial position in the disease management, productivity enhancement and informatics markets, Matria brings specialized expertise in women’s health, which will complement our rapid diagnostics in that area.”
Inverness said it plans to consolidate Matria with its recently acquired Alere (Reno, Nevada) and Paradigm (Upper Saddle River, New Jersey) businesses to form a combined organization that focuses on the health management market.
Inverness acquired Alere last year for $302 million, consisting of about $125 million in cash and $177 million in Inverness stock (Medical Device Daily, Oct. 25, 2007). And in late December the company completed its acquisition of Paradigm, a provider of support technologies and expert coaching to facilitate better health choices for acutely ill and clinically complex patients, including neonatal intensive care and oncology patients. That transaction was structured as an all-cash deal for about $230 million (MDD, Dec. 27, 2007).
“We’ve already made tremendous progress integrating the management and operations of Alere and Paradigm,” Ronald Geraty, MD, CEO of Alere, said during Inverness’ conference call Monday to discuss the acquisition. “Similarly, we will begin the integration of Alere with Matria immediately after the close.”
Geraty told listeners, “This is a transformative acquisition for Inverness’ health management business.” Expanding the business from about 100,000 patients to more than a million patients with the addition of Matria’s business is a “significant expansion,” he noted.
Matria has “run into some challenges” with the integration of core solutions and with some of its key clients, he said, adding that Inverness looked into both issues “very, very carefully,” as part of its due diligence.
“We’re confident that we’ve put together a plan that will address both of those issues ... there are some overlapping clients that Alere and Paradigm have with Matria where we have excellent relationships,” Geraty said. “So we’re very confident that those two key areas of difficulty we’ve already developed a plan around.”
Inverness also said it is exploring the potential of forming a 50/50 joint venture for its health management business with unaffiliated financial investors that will allow Inverness to retain the right to repurchase the third party joint venture interest.
In addition to Alere and Paradigm, Inverness’ 2007 acquisitions included UK-based Bio-Stat Healthcare, a distributor of both core laboratory and point-of-care diagnostic testing products to the UK marketplace, for about $33.4 million (MDD, Oct. 5, 2007); Cholestech (Hayward, California), a maker of rapid diagnostic products, which it completed in September for $326.3 million (MDD, Sept. 14, 2007) and first disclosed in June (MDD, June 5, 2007); Maritech (Newton, Massachusetts), a developer of protein-based diagnostics, for about $36 million (MDD, Aug. 29, 2007); HemoSense (San Jose, California), a developer of handheld blood coagulation monitoring systems, in an all-stock deal for $165 million (MDD, Aug. 8, 2007); Biosite (San Diego) for $92.50 a share, beating out rival Beckman Coulter (Fullerton, California) (MDD, May 11, 2007); First Check Diagnostics (Lake Forest, California), a private diagnostics firm, for about $25 million in cash (MDD, Feb. 6, 2007); and Med-Ox Chemicals (Ottawa, Ontaro), a diagnostics distributor, for about $5.4 million (MDD, Jan. 17, 2007).
The company also bought all of the capital stock of Redwood Toxicology Laboratory (Santa Rose, California), a private drugs-of-abuse testing company, for $99 million in cash. Redwood was a portfolio company of American Capital Strategies (MDD, Dec. 26, 2007).
Earlier this year Inverness also completed its acquisition of Panbio (Brisbane, Australia) for A$41 million, or about $37 million (MDD, Jan. 8, 2008). That deal was first disclosed last October (MDD, Oct. 9, 2007). Panbio makes tests for the diagnosis and management of infectious diseases.
Among proposed but not yet completed acquisitions, Inverness agreed in December to acquire all of BBI Holdings’ (Cardiff, UK) outstanding share capital for as much as $149 million. BBI makes non-invasive lateral flow tests, or in vivo diagnostics. In that arrangement, Inverness would offer BBI shareholders 195 pence (about $3.95) per ordinary share, payable in Inverness stock, with an option to select a cash alternative at 185 pence (about $3.75) a share (MDD, Dec. 12, 2007).
Inverness was named one of two Top Pick med-tech companies for 2008 by Jefferies & Company, a global investment bank and institutional securities firm, in a recent equity research report (MDD, Jan. 8, 2008).
In other dealmaking activity:
• Symmetry Medical (Warsaw, Indiana), an orthopedic device provider, said it has bought an orthopedic instrument manufacturing facility in New Bedford, Massachusetts from DePuy Orthopaedics (also Warsaw) for $45 million in cash.
The deal, first disclosed in December, requires DePuy to make minimum purchases from the New Bedford facility for four years (MDD, Dec. 18, 2007).
• Flextronics (Singapore), an electronics manufacturing services provider, said it has completed its acquisition of private device maker Avail Medical Products (Fort Worth, Texas).
The deal was first disclosed in September (MDD, Sept. 4, 2007). As a division of the Flextronics Medical segment, Avail will continue to operate as a stand-alone business, the companies said.