A Medical Device Daily

BD (Becton, Dickinson and Co.; Franklin Lakes, New Jersey) reported the completion of its $350 million acquisition of TriPath Imaging (Burlington, North Carolina), a maker of products to improve the clinical management of cancer.

The acquisition was first disclosed in September (Medical Device Daily, Sept, 11, 2006), called for BD to pay $9.25 per share in cash to TriPath. In August BD reported its offer to buy the 93.5% of TriPath’s shares it does not already own. The deal represented an 81% premium to TriPath’s closing share price of $5.12 on Aug. 14, when Becton made its bid.

BD said the deal expands its presence in cancer diagnostics. The company said the combination of it and TriPath’s Imaging’s biomarkers, sample acquisition/processing, reagent systems and instrumentation technologies will provide BD with the technological foundation for “innovative oncology management in cancer centers, hospitals and laboratories worldwide. These oncology management products are intended to span cancer screening, diagnosis, prognosis and therapy monitoring.”

The proposal was first solicited by TriPath in connection with the culmination by that company of a process to explore alternatives.

Prior to the acquisition, the two companies had participated in a collaboration to identify bio-markers for various cancer diagnostics since July 2001 via TriPath’s Oncology business unit, at which time BD acquired the roughly 6.5% equity interest that it initially held.

Health Care REIT (Toledo, Ohio)reported that the company has closed its previously reported $877 million merger with Windrose Medical Properties Trust (Indianapolis).

Under the terms of the merger agreement first disclosed in September (MDD, Sept. 14, 2006), each outstanding common share of beneficial interest of Windrose was exchanged for 0.4509 shares of Health Care REIT common stock.

Holders of Windrose’s 7.5% Series A cumulative convertible preferred shares received an equivalent number of shares of Health Care REIT’s 7.5% Series G cumulative convertible preferred stock. As past of the sales price, Health Care REIT assumed, repaid or defeased about $470 million of Windrose’s outstanding debt.

With the merger Health Care REIT said it has a broadly diversified portfolio of investments throughout the healthcare delivery system comprising more than 550 properties in 37 states. Health Care REIT now has gross real estate assets of about $4 billion and an enterprise value of about $5 billion.