A Medical Device Daily

Abbott Laboratories (Abbott Park, Illinois) reported that it has completed the acquisition of Guidant's (Indianapolis) vascular business a day after receiving Federal Trade Commission clearance for the transaction (Medical Device Daily, April 21, 2006).

Guidant had to divest the business as a condition from the FTC for its $27.2 billion merger with Boston Scientific (Natick, Massachusetts) to go forward. That blockbuster deal was also completed on Friday, and trading in Guidant common stock ceased at the end of that day.

The transaction provides Abbott with Guidant's vascular intervention and endovascular solutions business units, which had combined sales of more than $1 billion in 2005. These business units add nearly 6,000 employees worldwide to Abbott in three primary locations: Santa Clara, California; Temecula, California; and Clonmel, Ireland.

Abbott paid $4.1 billion in cash for the vascular business. In addition, it will pay Boston Scientific milestone payments of $250 million after FDA approval of Guidant's drug-eluting stent, and an additional payment of $250 million upon a similar approval in Japan. Abbott also provided Boston Scientific with a five-year, $900 million interest-bearing loan.

In addition, Abbott has purchased about 64 million shares of Boston Scientific stock for $1.4 billion, which represents less than 5% of the company, that Abbott is required to sell within 30 months.

If all the milestones are met, the total value of the deal will likely exceed $6.4 billion.

“This transaction was a rare strategic opportunity,“ Abbott President and COO Richard Gonzalez said on a conference call discussing the conference call.

“The acquisition of Guidant's vascular business builds on our broad-based business strategy to develop leading positions in attractive healthcare markets — shaping Abbott for greater balance and strengthening our business mix and breadth of pipeline opportunities,“ said Miles White, chairman and CEO of Abbott.

“The combined Abbott and Guidant business offers a broad line of leading coronary and endovascular products, a pre-eminent sales force, and global manufacturing operations, as well as a state-of-the-art R&D organization, which is developing innovative technologies and devices such as the Xience V and ZoMaxx drug-eluting stents,“ White said.

Abbott's agreement to buy the Guidant units to allay antitrust concerns as well as provide the substantial $900 million loan to Boston Scientific are widely seen as the key to Boston Scientific's ability to best rival Johnson & Johnson (New Brunswick, New Jersey) in the bidding war for Guidant that finally ended in January (MDD, Jan. 26, 2006).

The addition of Guidant's California-based employees boosts Abbott's presence in the state – currently the headquarters of Abbott's diabetes care and vascular businesses – from more than 3,000 to more than 7,000 employees.

Gonzalez said Abbott has retained 90% of the Guidant employees and has put retention programs in place. Among those former Guidant employees that are joining Abbott is John Capek, PhD, president of Guidant's vascular intervention division. He will become president of the company's cardiac therapies business, which includes Abbott's cardiac business and Guidant's existing vascular intervention business.

The company said during the call that it expects 7 cents per share dilution in 2006 as a result of buying Guidant's vascular business. By 2009, it said it expects the deal to add 15 cents to earnings per share, with sales of all of its vascular products reaching $3 billion

In other dealmaking news: Radiant Research (Bellevue, Washington), a clinical research company that provides phase I-IV study conduct and drug development services to the biopharmaceutical and medical device industry, reported that it has entered into a definitive agreement to sell its Early Phase Clinical Research business unit which includes eight clinical pharmacology units to Covance (Princeton, New Jersey) for about $65 million.

Radiant is comprised of more than 30 wholly owned clinical research centers nationwide. The company said it has conducted more than 8,000 clinical trials across 18 therapeutic specialties.