A Medical Device Daily

BD (Becton, Dickinson and Co.; Franklin Lakes, New Jersey) yesterday said it has filed a statement with the Securities and Exchange Commission to acquire the 93.5% of the outstanding shares of TriPath Imaging (Burlington, North Carolina) which the company does not already own for $9.25 per share, or about $350 million.

The proposed share price was a nearly 80.7% premium to the TriPath's prior closing price of $5.12 a share. Shares of TriPath surged $3.83, or 74.8%, to $8.95 in aftermarket trading on the INET electronic exchange after BD's announcement.

Asked by Medical Device Daily what specific synergies the company believes will justify this share price premium, a BD company spokesperson declined any further comment beyond the company press release saying the deal is “still in the early stages of negotiation.”

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

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

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.

BD said the proposed acquisition of TriPath, which is expected to be minimally dilutive to its FY07 earnings (excluding an anticipated charge for in-process R&D), fits with its objective of advancing its presence in cancer diagnostics.

Assuming that BD's proposal is accepted and definitive agreements are executed, BD said it anticipates transaction close in the first quarter of BD's 2007 fiscal year.

BD employs more than 25,000 people in about 50 countries throughout the world.

Ciphergen Biosystems (Fremont, California) and Bio-Rad Laboratories (Hercules, California) have signed an agreement for Bio-Rad to acquire Ciphergen's proteomics instrument business which includes Ciphergen's Surface Enhanced Laser Desorption/Ionization (SELDI) technology, ProteinChip Arrays and accompanying software.

Bio-Rad will purchase the business for about $20 million in cash. In addition, Bio-Rad is making a $3 million equity investment in Ciphergen.

Bio-Rad will provide the SELDI technology to the life sciences marketplace for proteomics applications, such as biomarker discovery, characterization and validation.

Ciphergen will retain exclusive rights to the diagnostics market. In addition, Ciphergen will have a supply agreement with Bio-Rad to purchase SELDI instruments and consumables for the continued development of its diagnostics business.

The companies said they will collaborate to identify SELDI customers interested in partnering with Ciphergen to commercialize biomarker discoveries.

“With Bio-Rad as a strategic partner, Ciphergen can accelerate its transformation into a specialized diagnostics provider,” said Gail Page, president/CEO of Ciphergen.

With completion of the transaction, Ciphergen will have about 40 employees working to commercialize its diagnostic tests, with an initial focus on ovarian and prostate cancer.

Ciphergen entered a three-year strategic alliance with Quest Diagnostics (Lyndhurst, New Jersey) in 2005 to develop and commercialize proteomic diagnostic tests from its pipeline, including the first proteomics-based test for ovarian cancer.

Ciphergen said it currently expects that the stockholder meeting to approve this transaction will be held in 4Q06; with approval, the transaction will close promptly after that.

Bio-Rad develops products for the life science research and clinical diagnostics.

Ciphergen develops molecular diagnostic products.

In other dealmaking news:

• Global Immune Technologies (GIT; Vancouver, British Columbia) said it has inked a securities exchange agreement (SEA) proposing a reverse merger with Primedical International (PI; New Haven, Connecticut). The combined company, to be renamed Primedical International Holdings , will be a provider of telemedicine and remote ambulatory monitoring.

GIT will acquire PI's ambulatory ECG monitoring business, including iCardia Healthcare , the North American cardiac monitoring service, for a combination of convertible debt and equity. The agreement also provides for the transfer of intellectual property from Medical Monitors (MM), an Australian Stock Exchange-listed company, subject to ratification by MM shareholders. In further consideration, GIT will issue PI and MM non-interest bearing notes, convertible into GIT common shares at no less than 40 cents and no greater than $1 a share.

Primedical said it plans to grow its current business in North America through its subsidiary iCardia Healthcare, and to expand into Europe and the Far East through joint ventures and acquisition of regional monitoring service companies.

• MedCath and Carondelet Health Network (both Charlotte, North Carolina) reported that they have entered into an agreement for Carondelet to acquire MedCath's 59% interest in Tucson Heart Hospital (Tucson, Arizona).

Proceeds to MedCath, including proceeds for purchase of MedCath's equity interest and proceeds related to the repayment of secured debt owed by Tucson Heart Hospital to MedCath, will be about $40.7 million. MedCath said it will use the proceeds for general corporate purposes, including investment in other hospital projects.

The companies had previously reported the signing of a letter of intent for the transaction on June 20 (Medical Device Daily, June 21, 2006).

Carondelet currently owns 20% of Tucson Heart Hospital, and physician partners own about 21%. With transaction close, anticipated to occur Aug. 31, Carondelet will own about 79% of hospital.

Tucson Heart Hospital is a 58-bed hospital providing heart care for the Tucson community.

• Epix Pharmaceuticals (Cambridge, Massachusetts) said that its shareholders have voted to approve the company's merger with Predix Pharmaceuticals Holdings (Lexington, Massachusetts), previously disclosed in April (MDD, Apr. 5, 2006), as well as the other proposals related to the merger. The shareholders of Predix also approved the transaction. The companies said they expect the merger to close today.

The combined company will be known as Epix and is expected to continue to trade on Nasdaq under the symbol EPIX.

Epix develops imaging pharmaceuticals.

Predix develops small-molecule drugs that target G-Protein Coupled Receptors and ion channels. It has advanced four internally-discovered drug candidates into clinical trials and says that it has five additional programs in preclinical development and discovery targeting conditions such as generalized anxiety disorder, Alzheimer's, pulmonary hypertension (PH), PH associated with chronic obstructive pulmonary disease, obesity and cognitive impairment associated with Alzheimer's or schizophrenia.