A Medical Device Daily

Johnson & Johnson (J&J; New Brunswick, New Jersey) reported the completion of its previously disclosed acquisition of Animas (West Chester, Pennsylvania), a maker of insulin pumps and related products.

Animas reported in December that it had entered into a definitive agreement to be acquired by J&J for $518 million in cash (Medical Device Daily, Dec. 19, 2005).

In the cash-for-stock merger transaction, Animas shareholders will receive $24.50 for each outstanding share, a 35% premium to Animas' closing stock price prior to the announcement of the planned deal.

Animas will operate as a stand-alone entity reporting through J&J's LifeScan (Milpitas, California) division, a leading maker of blood glucose monitoring systems. The acquisition affords LifeScan immediate entry into the rapidly growing insulin delivery pump market, J&J said.

“The combination of Animas' insulin delivery systems and LifeScan's glucose monitoring systems will allow us to offer more comprehensive disease management solutions for our patients,“ Eric Milledge, J&J company group chairman with responsibility for the LifeScan business, said at the time the deal was initially reported. “We have worked in partnership with Animas since 2003 and know they share our commitment and passion for advancing the standards of care for people with diabetes.“

Animas CEO and President Katherine Crothall said the acquisition would not only be in the best interest of Animas stockholders and employees, but would benefit people with diabetes. “Insulin pumps allow significant improvements in blood glucose control over conventional therapy,“ she said. “In combination with LifeScan, our capacity to further contribute to the management of this disease will be meaningfully increased.“

Bioheart (Sunrise, Florida), a developer of cell therapies for heart repair, reported a patent licensing agreement with the Cleveland Clinic (Cleveland) to further develop its cell-based technology.

The agreement provides Bioheart with worldwide exclusive rights to five pending U.S. patent applications and corresponding foreign filings related to the repair of scarred heart tissue damaged from a heart attack. The patents pending cover methods of repairing damaged heart tissue by transplanting muscle stem cells that express therapeutic proteins capable of recruiting other stem cells within a patient's own body to the cell transplanted area. The recruited stem cells further assist in the tissue repair process and help to increase blood vessel formation.

“Adding the clinic's proprietary methods to Bioheart's existing muscle stem cell technologies fits well with our strategy to continuously improve our products,“ said Howard Leonhardt, chairman and CEO of Bioheart.

The agreement gives Bioheart access to a minimum of three new products to treat myocardial infarction and heart failure along with a first right of refusal to related product improvements.

Marc Penn, MD, PhD, of the departments of cardiovascular medicine and cell biology at the Cleveland Clinic, has conducted large-animal studies on the first potential product, for which Bioheart plans to file an investigational new drug application with the FDA in order to begin human clinical trials.

In other dealmaking news:

• As part of a recent technology transfer agreement, CytoCore (Chicago), a biotech company focused on developing cancer solutions, said it has licensed a new cancer biomarker from George Gorodeski, MD, the inventor, and University Hospitals Cleveland (Cleveland).

It said that the biomarker, CGI5, is unique among the few apoptosis markers that were found in preliminary experiments to distinguish precancerous and cancer cells from the corresponding normal cells. Cells that transform into cancer cells usually display two distinctive characteristics: rapid, uninhibited proliferation, and a slowing of programmed cell death (apoptosis). Current biomarker technology has typically focused on proteins associated with cell proliferation. CytoCore says the CGI5 biomarker tracks the changes in the dying or apoptotic process.

“We are very excited by the prospects this biomarker brings to CytoCore,“ said David Weissberg, CytoCore CEO. “Early indications suggest that when combined with the other more standard proliferation biomarkers such as EGFR and IGFR, through triangulation, produces an assay with increased accuracy for identifying both cervical and endometrial cancers.“

He noted potential applications in other types of epithelial cancers, such as skin cancer. “This marker when combined with our existing CVX assay has produced some very accurate initial test results in Dr. Gorodeski's lab.“

• Neogen (Lansing, Michigan) reported acquiring the outstanding stock of Centrus International (Ann Arbor, Michigan) from Eastman Chemical (Kingsport, Tennessee) for $3.3 million in cash paid at closing. Centrus produces the Soleris optical testing system for detecting microbial contamination.

Centrus will operate in its current facilities in Ann Arbor, with its other operations integrated into those facilities. Centrus recorded Soleris sales of about $2.8 million in FY05.

James Herbert, Neogen's president, said that Soleris technology “represents an excellent synergistic fit to our existing business, since Neogen did not have a product line to effectively compete in the general microbial rapid test market. The main focus of Neogen's rapid microbial testing products has been on dangerous foodborne pathogens, such as E. coli, Salmonella and Listeria.“ The automated Soleris system focuses on bacteria associated with “poor food quality and spoilage.“

Soleris marketing will be shared worldwide by Neogen's Food Safety Division and a distributor of Centrus products, Denmark-based Foss Analytical.