A Diagnostics & Imaging Week

Intermagnetics General (Latham, New York) said the Securities and Exchange Commission has declared effective Intermagnetics' proxy statement for its acquisition by the Philips Holding USA subsidiary of Royal Philips Electronics.

The merger plan was reported by Philips and Intermagnetics in mid-June.

The merger will be presented for the approval of Intermagnetics shareholders at a special meeting scheduled for Sept. 26, at which shareholders who held shares as of the record date of Aug. 16 will be entitled to vote.

Completion of the transaction remains subject to the approval of Intermagnetics' shareholders at the special meeting, to European regulatory approval and to the satisfaction or waiver of other conditions and terms of the merger agreement. It is expected to close during 4Q06.

Intermagnetics also said that it had reached an agreement in principle to settle two class actions filed in the Supreme Court of the State of New York, Albany County, that challenged the merger agreement and related transactions.

Intermagnetics said it has technical leadership in the MRI market as well as its expanding businesses that encompass Invivo Diagnostic Imaging (focusing on MRI components and imaging subsystems) and Invivo Patient Care (focusing on monitoring and other patient care devices).

The company has a 35-year history as a manufacturer of superconducting materials, high-field magnets, medical systems and components, and other specialized high-value-added devices.

Epix Pharmaceuticals (Cambridge, Massachusetts) reported the completion of its previously disclosed merger with Predix Pharmaceuticals Holdings (Lexington, Massachusetts).

The merger, first disclosed in April, calls for Predix to pay about $90 million plus $35 million in milestones payments.

Predix has now merged with and into Epix and become a wholly owned subsidiary. The combined company will continue to operate as Epix.

In connection with the merger, Epix effected a 1-for-1.5 reverse stock split of its outstanding common stock. Accordingly, each Predix share (on an as-converted to common stock basis) was converted in the merger into the right to receive .826698 shares of Epix common stock. In addition, all outstanding Predix options and warrants were assumed by Epix in the merger. The Predix stockholders, option holders and warrant holders are also entitled to receive their pro rata portion of an additional milestone payment of $35 million.

Pursuant to the terms of the merger agreement, the Epix board of directors has decided to pay $20 million of the milestone payment in cash on Oct. 29. The remaining $15 million of the milestone will be paid in shares of Epix common stock on Oct. 29, 2007, except to the extent that such shares would exceed 49.99% of Epix's outstanding shares immediately after such milestone payment when combined with all shares of Epix issued in the merger and issuable upon exercise of all Predix options and warrants assumed in the merger.

Nonin Medical (Minneapolis) reported the acquisition of Swedish medical technology company MedAir, which specializes in developing optical equipment for medical gas analysis. With the transaction, MedAir has become a wholly owned subsidiary of Nonin.

"The acquisition of MedAir is an excellent strategic fit for Nonin Medical and strengthens its dominant market position in physiologic monitoring," said Gary Tschaut-scher, president/CEO of Nonin Medical. "By broadening our products and services to include carbon dioxide monitoring and enhancing our infrastructure, the acquisition enables us to better serve customers worldwide. In addition, MedAir's proprietary technology offers significant opportunities for new product development and growth."

Nonin said that Medair management and employees are not affected by the acquisition, the terms of which were undisclosed, and that future plans call for the expansion of Medair.

Nonin makes a broad spectrum of physiological monitoring devices, currently used by health and medical professionals in more than 125 countries.

"This merger creates a company with a novel MRI angiographic agent, Vasovist, approved in Europe, five in-ternally discovered clinical-stage product candidates and a deep pipeline of pre-clinical compounds," said Epix CEO Michael Kauffman, MD, PhD.

The combined company has a broad pipeline of product candidates, an experienced management team and about $114 million in cash and marketable securities as of June 30.

GE Healthcare (Giles St. Chalfont, UK), which after the completion of its public offer to the shareholders of Bia-core (Stockholm, Sweden) owns more than 98% of the shares in that company, has asked the Biacore board of directors to convene an extraordinary shareholders' meeting as soon as possible for the election of a new board of directors for the company.

The Biacore board said it would convene such a meeting, but did not set a date for such a gathering. The board also has resolved to apply for delisting of Biacore from the Stockholm Stock Exchange's O-list since Biacore no longer fulfills the exchange's requirements regarding the number of shares which must be publicly owned.

Biacore is a global supplier of systems for protein interaction analysis, an area of increasing importance for scientists in the academic, pharmaceutical, biotechnology and diagnostic markets. The company's systems generate data on the interactions between proteins and other molecules.

GE Healthcare in June reported that it had made an offer to acquire Biacore for about SEK 3,220 million (about $390 million), through an offering of SEK 330 a share.

The companies said that GE Healthcare's offer represented a premium of 35% relative to Biacore's volume weighted average share price of SEK 245 on the SSE during the month ending June 19 and a premium of 17% relative to the closing share price of SEK 282 on the SSE on June 19, the last trading day before the announcement of the offer.

In a conference call at the time the purchase plan was announced, Peter Ehrenheim, CEO of GE Healthcare Lifesciences (Uppsala, Sweden), cited a variety of commonalities between the two companies in terms of complementary products and vision.

Biacore employs about 300 people worldwide, and operates R&D and manufacturing facilities in Uppsala, Sweden, where GE Healthcare Life Sciences is headquartered. Upon completion of the tender offer, GE Healthcare said it would combine the expertise of Biacore with GE Healthcare Life Sciences to create a center of excellence in protein science.

BiaCore was founded in 1984 under the name of Pharmacia Biosensor AB after the merger of Link ping Institute of Technology and the Swedish National Defense Research Institute. In 1996 the company changed its name to Biacore AB in 1996.