A Medical Device Daily

Matria Healthcare (Marietta, Georgia) said it has signed a definitive agreement to acquire the business of Miavita (New York), a national provider of on-line health and wellness solutions.

Founded in 1999, privately held Miavita has developed a suite of interactive programs that help individuals take active roles in improving their health and quality of life. Miavita's Healthy Living Programs are delivered on the Internet and tailored for each individual user, based on personal taste, health risks and lifestyle.

Miavita's customers include major healthcare companies and employers seeking to engage their members and employees in actively managing – and improving – their health.

Other Miavita programs include healthy aging, cancer fighting, healthy heart, diabetes fighting, smoking cessation and customized programs based on individual goals and interests.

Parker Petit, Matria's chairman and CEO, said, "Health and wellness programs can be effective components of successful disease management and overall health enhan-cement. We are very excited to join with the nation's premier provider of personal health management services. Miavita's web-based programs will be complemented by Matria's clinical management capabilities and combined with Matria's sophisticated health risk assessment tool to provide a 'one-stop-shop' continuum of care to our clients."

Miavita's programs also will be integrated with Matria's technology platform, enabling the measurement of outcomes across the entire care continuum, Petit added.

The acquisition of Miavita is expected to be completed by April 1.

Matria expects to pay about $5 million in cash at the closing with potential additional amounts to be paid under earn-out arrangements.

Matria Healthcare is a provider of comprehensive disease management programs to health plans and employers.

Molecular Devices Corp. (MDC; Sunnyvale, California) reported that it has acquired the complete portfolio of Transfluor technology assets from Xsira Pharmaceuticals (Research Triangle Park, North Carolina) – formerly Norak Biosciences – for $11 million cash.

MDC said this transaction strengthens its leadership position as a provider of tools for both imaging and G-protein coupled receptor (GPCR) assays.

Transfluor technology, comprising assays that operate on imaging platforms such as Molecular Devices' Discovery-1 and ImageXpress systems, offers a way to visualize key cellular events and to detect receptor activation.

Xsira, which commercialized Transfluor technology based on research conducted at Duke University (Durham, North Carolina), now will focus on its own drug discovery program using a license to Transfluor technology granted by MDC.

MDC plans to begin licensing Transfluor technology and related materials to customers in 2Q05.

Molecular Devices is a developer of high-performance, bioanalytical measurement systems that accelerate and improve drug discovery and other life sciences research.

In other dealmaking news:

• Intraop Medical Corp. (IMC; Salt Lake City) has closed its merger with Intraop Medical Inc. (IMI; Santa Clara, California), a privately held, Delaware-registered corporation, with Intraop Medical Corp. as the surviving company.

IMC changed its name from Digitalpreviews.com in January 2004 following the signing of a non-binding letter of intent to merge the companies (Medical Device Daily, Jan. 23, 2004).

As a result of the merger, the sole business of Intraop Medical Corp. became that of Intraop Medical Inc. The company will manufacture and service the Mobetron, a mobile electron beam system designed for intraoperative radiation therapy treatment of cancer, coronary/vascular restenosis and other medical applications.

The company's operations will be conducted from the Santa Clara offices of the acquired company.

Effective as of the closing, David Shamy, the sole director and officer of Intraop Medical Corp. prior to closing of the merger, has resigned his positions, and the officers and directors of IMI became the officers and directors of the surviving company.

As set forth in the merger agreement, each stockholder of Intraop Medical Inc. has become a stockholder of Intraop Medical Corp. and will, subject to certain anti-dilutive adjustments, receive one share of the company's common stock in exchange for each share of common or preferred stock held. Each warrant and convertible note of Intraop Medical Inc. outstanding and unexercised as of the effective time of the merger and each option to purchase common stock of that company outstanding as of the date of the closing were assumed by Intraop Medical Corp.

As contemplated by the merger agreement executed by the parties on Feb. 24, 2004, 19,932,265 shares of common stock held by Shamy, IMC's majority stockholder prior to the closing of the merger, were cancelled.