TriPath Imaging (Burlington, North Carolina), a maker of products to detect and treat cancer, officially agreed to be acquired by BD (Becton Dickinson and Co.; Franklin Lakes, New Jersey) for $9.25 per share in cash, or about $350 million in a deal that was first proposed last month. TriPath said it expects to close the deal in 4Q06.

Last month, BD reported its offer to buy the 93.5% of TriPath's shares it does not already own. The deal represents 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."

"We believe that this acquisition positions BD to have significant impact in the (cancer diagnostics) marketplace and to advance treatments through more accurate and timely diagnosis," said Edward Ludwig, chairman, president and CEO of Becton Dickinson, in a statement.

"This acquisition is a natural complement to ongoing bio-marker research programs within BD, with the potential to leverage BD instrumentation," added Vincent Forlenza, BD executive vice president

The closing of this transaction is still subject to customary conditions, including Hart-Scott-Rodino clearance and the approval of TriPath Imaging's stockholders.

"We believe that joining BD will provide the breadth of complementary technologies, market clout and resources required to gain the market leadership position for our cervical cancer screening business and to accelerate the successful market introduction of our innovative molecular oncology products," Paul Sohmer, TriPath's CEO, said in a statement.

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

The two companies have 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 currently holds.

In other dealmaking activity:

• ALIS (Peabody, Massachusetts), a nanotechnology start-up firm developing scanning ion microscopes and imaging systems, reported that it has been acquired by the Nano Technology Systems Division (NTS) of Carl Zeiss (Oberkochen, Germany). ALIS did not disclose any terms of the purchase.

ALIS said that its 36 scientists and engineers will stay with the company, now a subsidiary of Carl Zeiss SMT and that its core technology and research efforts will remain in Peabody. Bill Ward will remain chief technology officer of the company, and ALIS co-founder, Nick Economou, will continue as its CEO.

The company said that future plans include an increase in staff to bring ALIS' helium ion microscopes to market.

"I spent two years looking for the right venture capital team to fund and help guide the company, and it was worth every day," said Ward, co-founder and inventor of the ALIS technology. "Our investors were key to the early and successful acquisition."

Founded in 2005 and financed by Kodiak Venture Partners, Arch Ventures and Intel Capital, ALIS has developed a helium ion technology that it says it designed to enable scientists to see at the atomic level with resolution and material contrast never before observed in the scientific world.

ALIS says that its scanning ion microscope and imaging system enables scientists to see at the atomic level "with resolution and material contrast never before seen."

It said the acquisition will push "major advancements in scientific discovery and innovation" via the helium ion microscope technology, for instance, by enabling the production of "faster and more powerful semiconductors, and reduce the time-to-market of complex pharmaceuticals."

• Acacia Research (Newport Beach, California) reported that Acacia Patent Acquisition, a subsidiary of the Acacia Technologies group specializing in technology licensing, has acquired rights to a patent portfolio relating to imaging technology that aids medical personnel in the examination of patients. Financial terms were not disclosed.

Acacia said the technology can be used in stabilizing medical images for interventional procedures such as cardiac catheters and stents, and for diagnostic procedures such as visualization of arterial lesions.

Paul Ryan, CEO and chairman, said, "Acacia is serving an unmet need in the market for companies that want to generate revenue from the licensing of their patented technologies . . . We now control 48 patent portfolios."

Acacia Research comprises two operating groups, Acacia Technologies group and CombiMatrix group.

• Stratagene (La Jolla, California), a developer of life science research and diagnostic products, said it has obtained an exclusive option to evaluate and license a family of patents and patent applications controlled by Denmark-based AROS Applied Biotechnology.

Stratagene will have the right to evaluate and exclusively license the rights to certain gene groups that have been shown to have predictive capabilities for certain cancers. Financial terms of the agreement were not disclosed.

"We are very excited about this new agreement with AROS, a leader in gene analysis and PCR-based testing," said Joseph Sorge, MD, president and CEO of Stratagene. "With the addition of AROS, we believe we have taken another important step in executing the third facet of our molecular diagnostics strategy, which is focused on developing Stratagene-branded test kits and products."

"By using sets of genes that have predictive capabilities for bladder cancer, we believe that we will be able to internally develop diagnostic test kits, which should enable the detection of cancer at an earlier stage than is now possible and provide invaluable guidance to doctors as they make therapeutic decisions to treat cancers," said Sorge.