A Medical Device Daily

Inverness Medical Innovations (IMI; Waltham, Massachusetts) reported that it completed its $165 million acquisition of HemoSense (San Jose, California), a developer of point-of-care testing products for therapeutic drug monitoring.

The transaction was structured as a stock for stock deal, with HemoSense shareholders receiving 0.274192 shares of Inverness common stock for each HemoSense share, or a total of approximately 3,691,387 shares of IMI common stock. Inverness also agreed to assume options and warrants to issue about 665,242 additional Inverness shares.

HemoSense develops handheld blood coagulation monitoring systems used by patients and healthcare professionals in the management of warfarin medication. The HemoSense product, the INRatio System, measures the patient’s blood clotting time to ensure that patients with a propensity to form clots are maintained within the therapeutic range with the proper dosage of oral anticoagulant therapy.

“We are pleased to complete the acquisition of HemoSense. As a leading player in the rapidly growing warfarin management monitoring market, HemoSense is an excellent fit for our newly created Physician Diagnostics Group and our strategy to put health management in hands of consumers,” Ron Zwanziger, CEO/chairman of IMI.

The deal, which was first disclosed in July (Medical Device Daily, Aug. 8, 2007), is one of a series of recent acquisitions by IMI in the past year. Last month, the company agreement to buy Alere Medical (Reno, Nevada) for $302 million, consisting of about $125 million in cash and $177 million in IMI common stock.

Earlier in October the company said it would acquire all the shares of Panbio (Brisbane, Australia) for 65 cents a share in cash. The proposal values the issued share capital of Panbio at about A$41 ($37 million). Panbio develops diagnostic tests, including those used in the diagnosis of flaviviruses and other arthropod-borne viruses, selling worldwide (MDD, Oct. 9, 2007).

That deal was reported just a few days after the company said it had acquired UK-based Bio-Stat Healthcare Group, a distributor of both core laboratory and point-of-care diagnostic testing products to the UK market place, for about $33.4 million. In addition, Inverness said it would pay an earn-out up to about $14.6 million based on BioStat’s 2007 results (MDD, Oct. 5, 2007).

Other acquisitions Inverness has reported this year include: 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; and Biosite (San Diego) for $92.50 a share, beating out rival Beckman Coulter (Fullerton, California) (MDD, May 11, 2007).

Zimmer (Warsaw, Indiana) said it has now taken up and paid for 42,545,600 shares of Orthosoft (Montreal), representing 92.36% of the total number of shares outstanding (other than those held by Zimmer or its affiliates at the time of the offer).

With this, the company can now move to acquire the shares it does not own via a compulsory acquisition pursuant to the Canada Business Corporations Act. Zimmer said it also intends to cause Orthosoft to cease to be a reporting issuer under Canadian Securities legislation and to apply to delist the shares from the TSX-Venture as soon as possible.

In August, Zimmer reported plans to acquire Orthosoft for C$50 million (MDD, Aug. 27, 2007). Zimmer said it would offer to pay C$1.10 a share for all of Orthosoft’s outstanding common shares. The total offer price of C$50 million excludes the 12.4% of outstanding Orthosoft stock held by a Zimmer subsidiary.

In other dealmaking news:

• Varian (Palo Alto, California) reported that it has acquired the assets of privately owned Analogix (Burlington, Wisconsin) for about $11 million in cash plus assumed net debt, subject to certain net asset adjustments. The transaction also includes the opportunity for additional purchase price payments over three years, depending on future milestones and financial performance. Those future payments could total up to $4 million if performance targets are achieved.

Analogix is a developer of consumables and instrumentation for automated compound purification, using flash chromatography, for the pharmaceutical industry.

“The acquisition of Analogix is strategic to the advancement of Varian’s goal to grow applications based consumables products and to further broaden its product offering to the pharmaceutical industry,” said Garry Rogerson, president/CEO of Varian.

Varian is a supplier of scientific instruments and vacuum technologies for life science and industrial applications.

• Alcon (Huenenberg, Switzerland) reported that it now has received all required regulatory clearances related to its tender offer for WaveLight (Erlangen, Germany).

With all closing conditions now satisfied, Alcon said it has commenced with the closing of the offer and directed its agent, Deutsche Bank, to proceed with cash settlement for tendered shares. Upon settlement of the tendered shares, Alcon will own 77.4% of the outstanding shares of WaveLight.

WaveLight manufactures refractive laser and diagnostic systems, including the Allegretto laser system for refractive eye surgery.

At the time that the tender was disclosed in July (MDD, July 17, 2007), Alcon offered €110 a share in cash for all issued WaveLight shares, representing a 34% premium on the one-month (€17.49) and 45% premium on the three-month (16.88), volume weighted average stock exchange price of WaveLight shares during the respective months prior to the announcement of the offer.

The offer was contingent upon a minimum acceptance threshold of 75% of WaveLight’s issued shares and approval by relevant merger control authorities.

The companies said the Allegretto laser has a global installed base of more than 800 units and offers the fastest ablation speed on the market today.

Alcon said the addition of that technology and the combination of the two companies’ capabilities “will further reinforce Alcon’s leadership in the important surgical channel represented by surgeons who perform both intraocular lens implantation and laser refractive surgery.”

BSN medical (Hamburg, Germany) reported the acquisition of FLA Orthopedics (Miramar, Florida) from international private equity house The Riverside Company for an undisclosed sum. FLA Orthopedics makes orthopaedics soft goods (OSG) and bracing products.

For BSN medical, the acquisition signifies an expansion of its product range in the strategic growth segment of OSG and bracing products in the U.S., the company said.

FLA Orthopedics offers OSG and bracing products including the segment of spinal bracing, the company noted. The portfolio also encompasses adjacent product categories such as compression hosiery and diabetic footwear.

HearAtLast (Nevada) said is has formed a 50-50 venture with Vivatone Hearing Systems (Toronto) to open a hearing-aid clinic in The Villages, Florida, a private city with more than 70,000 residents over age 55.