The well-known shareholder advisory firm Institutional Shareholder Services (ISS; Rockville, Maryland) has issued a report recommending that shareholders of Biomet (Warsaw, Indiana) should vote to reject the $10.9 billion private-equity buyout of the orthopedic device maker, saying the price is too low.

Biomet agreed in December to be bought by a private-equity consortium, which includes affiliates of the Blackstone Group, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & Co. and TPG (Medical Device Daily, Dec. 20, 2006).

The fundamentals of the hip and knee reconstruction market recently have improved, and shares in Biomet's peers have seen their shares rally, ISS wrote in the report, which was released on Tuesday.

"Although the deal terms appear fair as of the time of the deal's announcement in December, the rally of the peer group" and its main joint reconstruction business "imply that there is little takeover premium in the current $44 [cash] offer price," the report says.

The recommendation comes ahead of a June 8 shareholder vote on the deal.

ISS advises financial institutions on how to vote their shares, and their recommendation could prove to be a road block to the deal closing if shareholders agree with the report.

As an Indiana-incorporated company, Biomet's buyers must meet a high standard to get final approval for the deal: by winning support from at least 75% of all shares outstanding. That could make the buyout groups particularly susceptible to pushback by a small number of dissident shareholders who might want to extract better terms from the private-equity groups.

The ISS report of course doesn't guarantee that shareholders will vote down the current deal. And analysts generally agreed that there is significant risk in doing so, given that share prices typically drop after a transaction is rejected.

The report says that the company's takeover valuation hasn't kept up with significant gains notched by those of the company's peers since the December offer. The report notes, for instance, that the company's price-to-earnings ratio for next year's earnings stood at 22.6 times, compared with a median price-to-earnings ratio of 28.9 times for a select group of peer companies.

In other dealmaking news:

• Enzo Biochem (New York) reported that its subsidiary, Enzo Life Sciences, has agreed to acquire Axxora Life Sciences (San Diego), a private manufacturer of life science research products, for about $16.3 million in cash.

Upon completion of the acquisition, Axxora will become a wholly owned subsidiary of Enzo Life Sciences and, according to Enzo will greatly expand its life sciences product development, production and marketing capabilities.

Axxora had revenues of about $16 million and 60 employees worldwide in 2006.

Enzo Biochem is engaged in the development of healthcare products based on molecular biology and genetic engineering techniques, and in providing diagnostic services to the medical community.

• Quest Diagnostics (Lyndhurst, New Jersey), a provider of diagnostic testing, reported that it plans to complete its previously disclosed $2 billion acquisition of AmeriPath (Palm Beach Gardens, Florida) today. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on Tuesday.

The deal value, first disclosed in April, included roughly $770 million in debt (Medical Device Daily, April 17, 2007).

AmeriPath is a national provider of physician-based anatomic pathology, dermatopathology and molecular diagnostic services to physicians, hospitals, clinical laboratories and surgery centers.

• Greatbatch (Clarence, New York) reported that the U.S. antitrust waiting period for its proposed $102 million acquisition of Enpath Medical (Plymouth, Minnesota) has expired.

On May 8, Greatbatch initiated an all-cash tender offer for all of the outstanding shares of Enpath common stock for $14.38 per Enpath share.

The tender offer is being made in accordance with a definitive merger agreement approved by the boards of both companies, first disclosed April 30 (MDD, May 1, 2007).

The tender offer will expire June 5, 2007, unless extended.

Greatbatch develops components used in implantable medical devices and other applications.

Enpath Medical develops percutaneous delivery systems and stimulation leads technologies.

• Emerging Vision (EVI; Garden City, New Jersey) reported an agreement to acquire The Optical Group (TOG; Oshawa, Ontario), a leading optical group purchasing organization in Canada.

EVI said the acquisition represents its first step in international expansion, and is expected to be completed in July. It said that financial terms will be disclosed at that time.

TOG provides its members with discounts on purchasing optical products.

EVI operates one of the largest franchised optical chains in the U.S., principally under the Sterling Optical and Site for Sore Eyes brands. The company has 160 franchised and company-owned stores in 15 states, the District of Columbia, Canada and the U.S. Virgin Islands. The company also operates Combine Buying Group, a large U.S. optical purchasing group that provides its members with vendor discounts on optical products.