A Medical Device Daily
Health Care REIT (Toledo, Ohio) reported that it will acquire Windrose Medical Properties Trust (Indianapolis) for about $877 million, including assumption of Windrose's debt, totaling roughly $426 million as of June 30. Each outstanding share of Windrose will be exchanged for 0.4509 shares of Health Care REIT common stock. Based on Tueday's closing prices, this represents a price of $18.06 for each Windrose share.
Windrose stockholders will own about 15% of Health Care REIT, assuming conversion of all of the outstanding Windrose convertible preferred stock. The transaction is expected to close on or about year-end. The merger will create a company with more than 550 properties in 37 states, real estate assets of about $4 billion and an enterprise value of close to $5 billion, based on the closing prices of both companies' stocks on Sept. 12.
Prior to closing, Health Care REIT said it intends to provide Windrose with an interim financing line of credit up to $150 million to finance additional Windrose acquisitions.
Deutsche Bank Securities acted as exclusive financial advisor to Health Care REIT; JPMorgan acted as exclusive financial advisor to Windrose.
Mardon Healthcare Information Systems (Mardon HIS; Phoenix), a provider of rural healthcare services, and Digital Design (Las Vegas), a provider of secure application hosting services, have formed a joint venture to provide real-time information and images to first responders (police, fire, ambulance, HAZMAT), hospitals and remote support units.
Through PDAs, tablets and laptops, users will be able to access HIPAA-compliant critical patient information such as X-rays, lab results, drug utilization, complete history and other data stored electronically. In addition, “on-scene” personnel will be able to send information quickly, securely and efficiently as it is being received.
“Although the initial focus will be on rural healthcare, this HIPAA-compliant solution can be utilized in multiple related types of applications,” said Donald McKeny, CEO of Mardon HIS.
In other dealmaking news:
• The TriZetto Group (Newport Beach, California) reported an agreement to acquire privately held QCSI (Quality Care Solutions; Phoenix) for $133 million in cash, and the assumption of $1.2 million in debt.
In January 2008, TriZetto may pay an additional $12 million, including a $7 million earn-out and a $5 million hold back. TriZetto said it will finance a portion of the purchase via an additional credit facility. The companies said the merger will bring together two innovators of software and information technology solutions for healthcare payers. TriZetto said it is committed to continuing QCSI's QNXT software system alongside its existing enterprise administration solutions.
The boards of directors of both companies have approved the acquisition, expected to close in 4Q06.
TriZetto provides information technology solutions designed to enhance its customers' revenue growth, drive administrative efficiency, and improve the cost and quality of care. QCSI provides healthcare claims platforms for consumer-directed claims with integrated medical management.
• Vibra Healthcare (Mechanicsburg, Pennsylvania) reported completing the purchase of a new 60-bed long-term, acute-care hospital, Vibra Specialty Hospital of Dallas (Dallas, Texas). Construction was completed in August. Vibra Specialty Hospital, to employ more than 250 medical professionals, will begin accepting patients by late September.
Vibra develops long-term acute-care and medical rehabilitation hospitals. With the addition of the Dallas hospital, it said it will operate 11 hospitals in nine states. It said its development pipeline includes eight hospitals in various stages of development.