A Medical Device Daily

Orthopedics device maker Zimmer (Warsaw, Indiana) said it has met all of the conditions included in its offer to acquire Orthosoft (Montreal).

Zimmer said it expects to close the transaction by early November.

Orthosoft shareholders deposited a total of 41,509,214 common shares by 6 p.m. EDT Monday. This represents, with shares held by Zimmer, about 91.31% of the 52,392,755 outstanding shares.

In August the company reported plans to acquire Orthosoft for C$50 million (Medical Device Daily, 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, the company said.

According to Zimmer, the transaction will be funded out of operating cash flow.

Zimmer said it intends to maintain Orthosoft’s operations in Montreal and will integrate the company with its Computer Assisted Solutions (CAS) organization. Orthosoft has 81 employees, mostly in sales and product development.

Zimmer makes reconstructive and spinal implants, trauma and related orthopedic surgical products. It has operations in more than 24 countries and sells products in more than 100 countries. The company’s 2006 sales were roughly $3.5 billion.

In other dealmaking news:

• IsoTis (Irvine, California), an orthobiologics company, reported the interim results of its Oct. 11 stockholders meeting, which has been adjourned to Oct. 23.

Before Oct. 11, about 2,555,000 shares, 36% of the shares entitled to vote, voted for the merger with Integra LifeSciences (Plainsboro, New Jersey), which the company first disclosed in January (MDD, Jan. 31, 2007).

In the merger, IsoTis shareholders will receive $7.25 in cash for each share of IsoTis common stock they own, for a deal value of about $51 million, plus debt to be repaid at closing if the deal is consummated.

The votes for the merger represented 93% of about 2,753,000 votes cast prior to Oct. 11, the company said. That number, according to IsoTis, was not enough to establish a quorum of 3,549,615 shares necessary to approve the merger.

IsoTis said the adjournment of the meeting will give its stockholders more time to vote their shares. Roughly 999,000 more shares voting in favor of the Integra acquisition are needed to approve it, the company said.

IsoTis makes products for the treatment of musculoskeletal diseases and disorders.

• Medtronic (Minneapolis) and Kyphon (Sunnyvale, California) reported yesterday that antitrust clearances in Spain, Austria and Cyprus have been obtained in connection with the merger between the two companies.

Medtronic plans to buy Kyphon in a $3.9 billion deal first disclosed in July (MDD, July 30, 2007). The transaction is still subject to customary closing conditions, including stockholder approval and clearance from antitrust authorities in Portugal and Turkey.

Kyphon develops medical devices designed to restore and preserve spinal function and diagnose the source of low back pain using minimally invasive technologies. The company’s products are used in balloon kyphoplasty for the treatment of spinal compression fractures caused by osteoporosis or cancer, in the Functional Anaesthetic Discography procedure for diagnosing the source of low back pain, and in the Interspinous Process Decompression procedure for treating the symptoms of lumbar spinal stenosis.

• Mid-State Cardiology Associates (Nashville) and The Heart Group (Nashville) said they have united to form the Tennessee’s largest private cardiology practice – St. Thomas Heart.

The physicians of Mid-State Cardiology, with offices on the Baptist Hospital campus, and The Heart Group, located on the Saint Thomas Hospital campus (both Nashville), will practice under the umbrella of Saint Thomas Heart, a new division of Saint Thomas Health Services (STHS). This combined group of 45 heart specialists sees more than 130,000 heart patients in a 69-county region that stretches throughout Middle Tennessee and into southern Kentucky and northern Alabama. Both practices have offices on the campus of Williamson Medical Center.

Saint Thomas Heart aligns all of Saint Thomas Health Services’ heart services, including an extensive network of community clinics, the STHS Chest Pain Center Network with 10 regional partners, and two joint-venture catheterization laboratories, under focused leadership, according to the groups.

“The combination of these practices to create Saint Thomas Heart results in not only the largest private practice of cardiologists in Tennessee, but brings together two practices that have a long-standing history and reputation for quality that are nonpareil,” said Jim Houser, president/CEO Saint Thomas Health Services.

Saint Thomas Heart includes nearly 70 cardiac specialists practicing at Saint Thomas Hospital and Baptist Hospital and Middle Tennessee Medical Center (Murfreesboro, Tennessee).

• Mediware Information Systems (Lenexa, Kansas), a provider of ClosedLoop clinical systems for blood and medication management, said the company has signed an agreement to acquire Integrated Marketing Solutions (IMS; Baltimore). IMS provides software products and services targeting blood and plasma donation centers in North America and Europe.