A Medical Device Daily

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 (Medical Device Daily, Aug. 16, 2006). 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.

• Elron Electronic Industries (Tel Aviv, Israel) said that further to its announcements on May 1 and July 30, NetVision, 38% held by Elron, has signed definitive agreements with each of Barak I.T.C. (Barak; Rosh Ha'Ayin) and GlobeCall Communications (GlobeCall); and their shareholders, whereby NetVision will purchase from the Barak shareholders all of Barak's issued share capital in exchange for about 46.5% of NetVision's share capital immediately after the transaction and NetVision will purchase from Discount Investment Corporation, the other major shareholder of NetVision, all of GlobeCall's issued share capital in exchange for about 7% of NetVision's share capital immediately after the Barak merger and the transaction.

Barak is a subsidiary of Clal Industries and Investments. Elron, a technology holding company, Clal and DIC, a 48% shareholder of Elron, are all part of the IDB group.

The consideration for the Barak merger was based upon company valuations issued to the parties by an independent appraiser, nominated by the parties, who estimated NetVision's valuation as of June 30, to be between NIS 533 million (about $122 million) and NIS 621 million (about $142 million) and Barak's valuation, as of June 30, to be between NIS 456 million (about $105 million) and NIS 529 million (about $121 million).

The consideration for the GlobeCall Merger was based upon a company valuation of GlobeCall issued to the parties by an independent appraiser, nominated by the parties, who estimated GlobeCall's valuation as of June 30, 2006, to be between NIS 67 million (about $15 million) and NIS 90 million (about $21 million).

The GlobeCall merger will close immediately after the Barak merger, and is dependent upon it. If these transactions occur, Elron's holding in NetVision would be reduced from approximately 38% to approximately 19%.

The transactions remain subject to board and other required corporate approvals as well as the receipt of other approvals required under the applicable laws. There is no assurance that the transactions will be consummated.

Elron Electronic Industries, a member of the IDB Holding group, is an Israel-based technology holding company directly involved in the long-term performance of its group companies. Elron identifies potential technologies, creates strategic partnerships, secures financing, and recruits senior management teams. Elron's group companies currently comprise a diverse range of publicly-traded and privately held companies primarily in the fields of medical devices, information & communications technology, semiconductors and advanced materials.

In other dealmaking news:

• Ventas (Louisville, Kentucky) said that it has entered into a definitive agreement to acquire a diverse portfolio of 67 healthcare and seniors housing properties in a transaction with entities affiliated with Canada's Reichmann family for about $649 million.

The facilities are located in 16 states, and the portfolio consists of four separate asset groups and contains 5,855 beds/units.

At closing, Ventas will lease the properties to subsidiaries of Senior Care (Gloucester, Massachusetts) on a 15-year triple-net basis with two five-year extensions. The transaction will initially add about $50 million in annual rent to Ventas's annual rental revenue, representing a lease rate of 7.75% on the portfolio. Ventas expects the transaction to be accretive to the company's normalized funds from operation and to close late in 4Q06.

Ventas said the transaction will be funded through a combination of cash and equity issued to the seller. Ventas will issue about 1.7 million shares of its common equity to the seller at the closing, valued at $65 million based on the average of its recent closing prices prior to the execution of the purchase agreement. The cash portion of the purchase price will be funded through the assumption of up to $30 million of existing secured debt, draws on Ventas's revolving credit facility and the issuance of senior notes or other debt securities.

On Aug. 24, Ventas made a $156.8 million bridge loan to various affiliates of the seller, the proceeds of which were used by the seller to acquire the HCG Portfolio.

Ventas is a healthcare real estate investment trust that is the nation's largest owner of seniors housing and long-term care assets.

• Stratagene (La Jolla, California), a developer of specialized 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/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.