Diagnostics & Imaging Week Associate

Life science company Varian (Palo Alto, California) reported that it has acquired PL International and its subsidiaries, including Polymer Laboratories (Shropshire, UK), for about $42 million in cash, net of acquired cash, subject to certain net asset adjustments.

The transaction includes an opportunity for additional purchase price payments over three years which could total up to $23 million if "aggressive" performance targets are achieved, Varian said.

Polymer develops consumables and instruments for advanced polymer analysis, including columns, standards and specialist chromatography systems dedicated to gel permeation chromatography (GPC) analysis. The company also manufactures systems for high throughput screening and process monitoring applied to polymeric materials.

For high-performance liquid chromatography (HPLC), Polymer Laboratories manufactures robust polymeric media and columns for biochromatography, and specialist detectors. For the pharmaceutical and clinical diagnostic industries, it manufactures resins for drug development and pharmaceutical process applications, and clinical diagnostic polymer particles.

"Polymer Labs has the gel permeation chromatography column that will fit in nicely with our existing product range and it's something that we obviously didn't have before," Varian spokesperson Laura Lum told Diagnostics & Imaging Week, adding that the GPC will "work nicely with the instruments we have as well." She said that the company will now be able to sell "the total package solution," meaning both the instruments and the disposable products that go with those instruments.

GPC is an analytical high performance liquid chromatography technique used to separate components based on their molecular size in solution. It is the technique of choice for rapid and reliable characterization of polymer molecular weight and molecular weight distributions, the companies said.

"The acquisition of Polymer Laboratories is strategic to the advancement of Varian's goal to grow the applications-based consumable products to become a larger portion of the business," said Garry Rogerson, president and CEO of Varian. "Polymer Laboratories is a world leader in polymer-based consumables, allowing us to offer customers complete solutions for the purification, separation, and preparation of polymers, including proteins."

Lum said that deal also hold promise for future R&D efforts for Varian, particularly in regards to Polymer's HPLC evaporative light scattering detectors which are well suited for operation together with mass spectrometers. She said these detectors fit in well with Varian's offerings, particularly in regards to what she called "information rich detectors."

We define IRD as mass spectrometry, nuclear magnetic resonance and molecular spectroscopy. It provides customers multi-layers of information about the size and structure of a molecule."

The company's goal, Lum said is to provide IRD instrumentation easier to use with a smaller footprint "so that it will be more pervasive in more laboratories."

Polymer Laboratories generated revenues of about $22 million for the twelve months ended Sept. 30.

In other dealmaking activity:

Emageon (Birmingham, Alabama) has acquired from Analogic (Peabody, Massachusetts) all the stock of that company's wholly owned subsidiary, Camtronics Medical Systems (Hartland, Wisconsin), for $40 million in cash.

The transaction included all of Camtronics' assets, including its corporate headquarters building in Hartland.

Emageon, a medical imaging software manufacturer, said the acquisition would provide 45% to 50% growth in 2006 over 2005 revenue, an increase over previous guidance of 30% growth. It said it expects the acquisition to be accretive to earnings after a period of dilution during the integration of the companies, expected to be completed by 3Q06.

Camtronics is a provider of cardiology image and information management systems, with FY05 revenue of $38.1 million. Its customers include about 350 hospitals. When combined with Emageon's current customer relationships with more than 250 hospitals, the combined organization, Emageon said, will have a customer base that includes about 600 medical facilities.

Chuck Jett, chairman and CEO of Emageon, said that the addition of Camtronics to his company's enterprise solution completes its effort "to provide standards-based content management, workflow and advanced visualization to healthcare."

He added, "Our enterprise-class medical image content management solution, and our integrated 2-D/3-D advanced visualization platform have each been designed to encompass all forms of medical imaging; cardiology image management is a logical next step. ... [W]e believe adding workflow capabilities for additional clinical domains such as cardiology enhances our overall value proposition."

John Wood, president and CEO of Analogic, said that Emageon "possesses considerable resources to further enhance Camtronics' offerings," while Analogic "will be able to better focus on its core business, health and security imaging."

Emageon has developed the Intelligent Visual Medical System providing enterprise access to visual medical content using advanced visualization tools, clinical content management and clinical workflow through what it terms "a dynamic user interface." In February it garnered about $67 million in an initial public offering of 5 million shares .

Owens & Minor (O&M; Richmond, Virginia) reported that its subsidiary Access Diabetic Supply has acquired certain operating assets of iCare Medical Supply, a small, Florida-based, direct-to-consumer, diabetes and respiratory supply company. Financial terms were not disclosed.

The acquisition consists primarily of inventory and customer relationships and is expected to expand Access' base to about 115,000 "active" customers, it said.

Access, which was acquired by O&M in early 2005, serves mail-order customers with diabetes testing supplies, primarily blood glucose monitors and test strips, along with products for certain other chronic disease categories.

Craig Smith, president and CEO of O&M, said, "So far this year, Access has made a positive contribution to our overall financial results by effectively serving the rapidly growing, direct-to-consumer market for diabetes monitoring and testing supplies."

O&M is a distributor of national name-brand medical and surgical supplies and a healthcare supply chain management company. It provides technology and consulting programs that enable healthcare providers to maximize efficiency and cost-effectiveness in materials purchasing, improve inventory management and streamline logistics across the entire healthcare supply chain.

VirtualScopics (Rochester, New York), a provider of image-based biomarker solutions to customers in the healthcare industry, reported the closing of a private placement of about $4.1 million and the simultaneous stock-for-stock merger with ConsultAmerica. The combined company will operate under the name VirtualScopics, and VirtualScopics' medical image analysis business will be its sole activity.

VirtualScopics will retain senior management and its current board of directors led by Warren Bagatelle of Loeb Partners. Shares will be listed on the Over-the-Counter Bulletin Board initially under the trading symbol VSCP.OB, and the company said it plans to apply for listing its shares on the Nasdaq as soon as practical. Following the closing of the private placement and merger, VirtualScopics will have 23, 522, 871 shares of common stock outstanding, including Series A convertible preferred stock.

The company said the listing of its stock in the public markets represents the completion of steps it has taken to position it for future growth, and the private placement and merger will enable it to expand its R&D and sales and marketing activities.

"The listing provides the proper venue for attaining a higher level of corporate visibility, and allows investors to better assess VirtualScopics' value in relation to its publicly-traded peers," said President and CEO Robert Klimasewski.

The company said it expects to file a registration statement for the securities by May 2006.

Regional provider of clinical laboratory and disease screening services Triad Laboratory Alliance (Greensboro, North Carolina), doing business as Spectrum Laboratory Network (SLN), and Apax Partners (New York), reported that funds advised by Apax will acquire a majority ownership interest in Spectrum.

Moses Cone Health System (also Greensboro), one of the health systems that founded Spectrum in 1998, will retain an ownership position in the company, as well as representation on its board of directors. Spectrum's current management staff will be maintained in their areas of responsibility, and will continue to be led by Nate Headley, who will serve as president and CEO of Spectrum Holdings, the parent of SLN.

SLN supports more than 7,000 physicians in North Carolina, South Carolina, Georgia, Tennessee and Virginia by performing each day more than 30,000 individual tests, including blood tests, cellular tests, testing for cancer and other diagnostic testing services. Spectrum also provides onsite management services for labs at certain hospitals.