A Medical Device Daily

BioSource International (Camarillo, California) reported that its board in a special meeting voted unanimously to reject the recent unsolicited offer from Bio-Rad Laboratories (Hercules) to acquire all of BioSource's outstanding shares at $8.50 per share in cash (Medical Device Daily, April 11, 2005).

BioSource said that its board consulted with its legal and financial advisors and determined that the price offered by Bio-Rad is "significantly below . . . the inherent value" of BioSource.

Bio-Rad's $8.50 a share buy-out offer – a bit more than $2 above BioSource's current run of closing price – is valued at about $82 million overall.

BioRad also said that it intends to nominate six directors for election to the BioSource board at the company's annual meeting that had been set for May 24.

BioSource finessed that move, saying that it has rescheduled the annual meeting "to a future date."

BioSource said that its board has retained UBS Investment Bank to act as financial advisor and Weil, Gotshal & Manges to act as legal advisor and to assist the company in evaluating strategic alternatives, including a possible sale of the company.

BioSource is a life sciences company providing integrated solutions in the areas of functional genomics, proteomics and drug discovery through the manufacturing of biologically active reagent systems.

In other deal activity:

• Illumina (San Diego) reported that it has completed its acquisition of CyVera (Wallingford, Connecticut), a developer of digital microbead technology. The proposed deal was unveiled in February (MDD, Feb. 24, 2005).

The total paid for CyVera was $17.5 million, consisting of 1.6 million shares of Illumina stock and $2.5 million in cash, which includes payment of certain liabilities of CyVera. In addition, Illumina assumed the outstanding stock options of CyVera.

CyVera is now being operated as a wholly owned subsidiary of Illumina.

Illumina is a developer of tools enabling large-scale analysis of genetic variation and function. The company's BeadArray technology, used in genome centers around the world, it said, "provides the throughput, cost effectiveness and flexibility to enable researchers in the life sciences and pharmaceutical industries to perform the billions of tests necessary to extract medically valuable information from advances in genomics and proteomics."

• Panbio (Brisbane, Australia) has signed an agreement to acquire intellectual property from Corixa (Seattle) that it said would assist it in developing new assays for the diagnosis of the tick-borne diseases Ehrlichiosis and Babesiosis. Corixa will receive an up-front payment, which was not disclosed; annual maintenance payments; and future sales royalties.

The agreement also transferred to Panbio a portfolio of recombinant proteins specific to these infections. Panbio said it would be responsible for all product development and commercialization.

Carl Stubbings, Panbio's senior vice president for U.S. operations, said the purchase would enable it to undertake development of a range of tests for this group of emerging diseases in the U.S.

"The proteins that Corixa has patented have shown very encouraging results in initial research and will offer an opportunity to quickly bring to market a range of tests to enable public and private diagnostic laboratories to easily test for these diseases," he said. "Like West Nile, this is an example of Panbio quickly responding to a request from our customers for a reliable test to an emerging infectious disease."

Panbio estimates the market for diagnostic testing for Ehrlichiosis and Babesiosis is around $5 million, with evidence that the demand for this testing is increasing. In addition, it said that the recognition of Babesiosis in blood donors in the U.S. has raised the possibility of future blood donor testing.

Panbio manufactures diagnostic tests primarily for the detection of antibodies against agents of infectious disease. Its products are used in the diagnosis of more than 27 disease states.

Corixa develops vaccine adjuvants and immunology-based products that manage human diseases.

• TruArx (Farmington Hills, Michigan), a computer systems security services company, reported that it has purchased Emerson Strategic Group (Washington). The acquisition, TruArx said, gives it additional expertise to further develop its healthcare practice and provides a presence on the East Coast.

Mariann Yeager, president of Emerson, joins TruArx as vice president of the healthcare practice. "Emerson's healthcare and HIPAA expertise are a perfect complement to TruArx's business and technical security knowledge," Yeager said.

TruArx is the developer of ARX-S, a methodology that identifies specific vulnerabilities and then determines optimum security levels based on those findings.