A Diagnostics & Imaging Week

Ciphergen Biosystems (Fremont, California) said that it has received stockholder approval to sell its proteomics instrument business to Bio-Rad Laboratories (Hercules, California) for about $20 million in cash. In addition, Bio-Rad will make a $3 million equity investment in Ciphergen.

"With the approval of the sale of the instrument business, Ciphergen completes its transition into a specialty diagnostics company and is well-positioned to bring high-value molecular diagnostics to physicians and their patients," said Gail Page, president/CEO of Ciphergen.

Ciphergen said it expects to close the transaction on or before Nov. 1 and will have about 50 employees dedicated to introducing diagnostic tests in oncology/hematology, cardiology and women's health. The company's initial program is focused in ovarian cancer. It entered a three-year strategic alliance with Quest Diagnostics (Lyndhurst, New Jersey) in 2005 to develop proteomic diagnostic tests from its pipeline, including the first proteomics-based test for ovarian cancer.

"We anticipate that our first diagnostic test will be used as an adjunct to other diagnostic methods to help physicians in the differential diagnosis of a persistent pelvic mass," said Page. "[W]e are initiating a prospective clinical trial to support our submission to the FDA for clearance as an in vitro diagnostic test in the U.S. and to additional regulatory agencies in other countries."

Bio-Rad will manufacture the Surface Enhanced Laser Desorption/Ionization technology for proteomics that includes biomarker discovery and validation. Ciphergen will retain rights to the diagnostics market and will enter into an agreement to purchase instruments from Bio-Rad for the continued development of its diagnostics business.

Ciphergen has diagnostic programs in oncology, hematology, cardiology and women's health.

In other dealmaking activity:

• Coherent (Santa Clara, California) reported that it has received a prohibition order from the German Federal Cartel Office (FCO) regarding its proposed $376 million acquisition of Excel Technology (East Setauket, New York). The acquisition, first disclosed in February, was previously approved by antitrust authorities in the U.S.

The deal valued Excel, a maker of electro-optical and laser systems used for scientific, industrial and medical purposes, at $30 a share.

Coherent said it had offered "multiple remedy proposals" to the FCO but that none were acceptable.

"Although, the last eight months have been a trying period for Excel's management and its staff, we have maintained our focus as evidenced by achieving record results in 2006," said Antoine Dominic, Excel's CEO. "We are quite optimistic about our long term prospects and plan to build on these achievements."

"[W]e remain committed to accomplishing acquisitions that meet all our criteria for growth, diversification and financial performance," said John Ambroseo, Coherent's president/CEO in a statement.

Coherent provides photonics-based solutions for the commercial and scientific research markets.

• Lifestream Technologies (Post Falls, Idaho), a supplier of cholesterol monitors, said that it is seeking "strategic alternatives" for all or portions of its business and is focusing on "orderly wind-down" and sale of its assets.

The company reported that its stock is expected to be delisted from the Over the Counter Bulletin Board, effective tomorrow, due to its failure to timely file its annual report for the fiscal year ended June 30, 2006. The company's stock also trades on the "pink sheets," which is not affected by the pending delisting from the OTC Bulletin Board.

The company reported that together with Lifestream Diagnostics, it has entered into a forbearance agreement with its senior lender RAB Special Situations Fund, and that it has engaged the turnaround specialist firm Conway MacKenzie & Dunleavy (CM&D) to provide restructuring services. The company appointed Frank Mack, a managing director of CM&D, as chief restructuring officer.

The company's contract with CM&D provides that it will pay for the service of CM&D personnel on an hourly basis at rates ranging from $235 to $495 per hour.

• The Federal Trade Commission approved the early termination of the antitrust waiting period for the proposed acquisition of TriPath Imaging (Burlington, North Carolina) by BD (Becton, Dickinson and Co.; Franklin Lakes, New Jersey).

In August, TriPath agreed to be acquired by BD for $9.25 per share in cash, or about $350 million.

Closing of the transaction remains subject to customary conditions, including approval of TriPath's stockholders, set for a special meeting of stockholders Dec. 19. Holders of record of TriPath Imaging common stock as of the close of business on Oct. 25, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting.

TriPath develops solutions designed to improve the clinical management of cancer, including detection, diagnosis, staging and treatment.

Its wholly-owned subsidiary, TriPath Oncology, develops molecular diagnostic products for malignant melanoma and cancers of the cervix, breast, ovary and prostate.

• Sequenom (San Diego) reported that it has secured exclusive rights in the U.S., Europe, Japan, Canada, and Australia to intellectual property for non-invasive prenatal gender testing through a license agreement with Isis Innovation, the technology transfer company of the University of Oxford (Oxford, UK). Financial terms were not disclosed.