A Diagnostics & Imaging Week
SenoRx (Aliso Viejo, California), a manufacturer of biopsy systems and tissue markers used in the diagnosis and treatment of breast cancer, has priced its 5.5 million share initial public offering at $8 a share, significantly below its stated goal of $11 to $13 a share reported in its Securities and Exchange Commission filing two weeks ago.
SenoRx also granted the underwriters an option to purchase up to another 825,000 shares at the IPO price to cover any over-allotments.
If all the shares are exercised, the company could raise up to $50.6 million in gross proceeds, significantly below the $68.6 million it expected to net at the $12 a share mid-point price in its filing.
The company’s primary diagnostic product, EnCor, is a vacuum-assisted breast biopsy probe system with which a doctor may collect tissue samples and biopsies through a transparent tissue collection chamber. The system allows the doctor to examine the quality of the specimen mid-probe, rather than performing numerous biopsies. The system can also be used in conjunction with other imaging equipment such as MRIs and ultrasounds.
The company received FDA 510(k) clearance for the EnCor system in 2004. Over the subsequent period ending in October 2005, the company said it began selling the product on a limited basis while it focused on enhancing certain elements of the product to optimize performance. It made a full commercial launch of the system in November 2005.
SenoRx said it expects to apply for 510(k) clearance for another product, its Radiation Balloon, in 2H07.
It also is developing breast surgery and breast reconstruction devices, its Single Step, Shape Select and GED, for which it expects to enter limited launch phases in late 2008.
The common stock will trade on the NASDAQ under the symbol SENO.
Banc of America Securities and Citigroup Global Markets are the joint bookrunning managers for the offering. Cowen and Co. and Canaccord Adams are co-managers.
In other financing activity:
• Beckman Coulter (Fullerton, California) reported additional details regarding its financing strategy for the proposed $1.55 billion acquisition of Biosite (San Diego), a biomedical company commercializing proteomics discoveries for the advancement of medical diagnosis (Diagnostics & Imaging Week, March 29, 2007).
Upon the change of control, all of Biosite’s stock options will vest and are expected to be converted into Beckman Coulter stock options with an equivalent value. This non-cash portion of the transaction represents about $200 million of the purchase price.
“We plan to put our permanent financing for the Biosite acquisition in place soon after the closing of the tender offer,” said Charlie Slacik, senior VP and CFO of Beckman Coulter. “We expect that about half of the permanent financing will consist of convertible notes with the balance of the purchase price composed of straight debt. In order to counter the dilutive effect of the converted stock options, we will consider re-purchasing up to $200 million of Beckman Coulter common stock in conjunction with the issuance of convertible notes.
“Our permanent financing plans, including any re-purchase of Beckman Coulter stock, are subject to the approval of Beckman Coulter’s board of directors.”
Further details about the financing will be provided following the close of the cash tender offer, the company said.
Beckman Coulter develops products designed to simplify and automate complex biomedical tests.
• Predictive medicine company PreMD (Toronto) reported completing its previously disclosed private placement for gross proceeds of $3,879,965.
PreMD issued 2,917,268 units at a price of C$1.33 ($1.14) per unit, each unit consisting of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable at a price of C$1.66 per share for a period of three years from the closing date.
The company said the funds will be used for general corporate purposes.
PreMD is a developer of rapid, noninvasive tests for the early detection of life-threatening diseases. Its cardiovascular products are branded as the PREVU(x) Skin Cholesterol Test. The company’s cancer tests include ColorectAlert, LungAlert and a breast cancer test.
• Elekta (Stockholm, Sweden) signed a five-year extendable $175 million multi-currency revolving credit facility.
The coordinating mandated lead arranger was SEB Merchant Banking and the mandated lead arrangers were Banc of America Securities, Danske Bank and SEB Merchant Banking.
The company said the facility will be used to refinance Elekta’s $125 million multi-currency revolving credit facility, dated Jan. 17, 2005, with the same lenders and for general corporate purposes.
The company said the new facility offers better conditions in pricing as well as terms and conditions and further strengthens Elekta’s long term financing structure.
Elekta is a developer of advanced radiation therapy, cancer management and non-invasive treatment of brain disorders.