A Medical Device Daily

Inverness Medical Innovations (Waltham, Massachusetts), a maker of consumer and professional medical diagnostic products, and developer of advanced medical devices, reported that it has signed a definitive agreement to acquire Ischemia Technologies (Denver), a privately held, venture-backed company.

Inverness said it will acquire Ischemia through a reverse triangular merger for roughly $22.4 million of Inverness common stock, subject to adjustment for certain allocated expenses and liabilities.

Inverness has agreed to register for resale the shares issued to Ischemia's shareholders after the acquisition has been completed.

The companies said that the diagnosis of cardiac ischemia, a condition involving insufficient blood supply to the heart due to a partial or complete obstruction of a coronary artery, represents a significant market opportunity, with more than six million patients seeking emergency room care for chest pain each year in the U.S. alone.

Using its patented technology, Ischemia has developed what it said is the only FDA-cleared in vitro diagnostic test specifically targeted on cardiac ischemia, known as Ischemia Modified Albumin (IMA). With IMA, when used in conjunction with established ECG and troponin tests, emergency physicians can quickly rule out from three to five times more patients whose chest pain symptoms derive from non-cardiac conditions.

“The acquisition of Ischemia Technologies is a perfect fit with our declared strategy of bringing to market unique cardiac markers and delivery platforms that have the capability to substantially change the diagnosis of cardiovascular disease,“ said Ron Zwanziger, Inverness CEO. “We intend to continue to accelerate Ischemia's commercialization strategy as well as potentially adding the marker to other Inverness platforms currently in development.“

Seven Hills Partners acted as exclusive financial advisor to Ischemia Technologies in the transaction.

The transaction, expected to close by the end of 1Q05, is subject to Inverness obtaining the consent of its lenders and other ordinary and customary closing conditions.

Advanced Medical Optics (AMO; Santa Ana, California), a maker of ophthalmic surgical and eye care products, and VISX (Santa Clara, California), a maker of laser vision correction systems, reported that they expect to complete their proposed $1.3 billion merger a quarter later than originally planned, from 1Q05 to 2Q05.

The companies said they are awaiting completion of their respective year-end audited financial statements, prior to scheduling their respective stockholder meetings and mailing a joint proxy statement/prospectus to stockholders.

The proposed merger was first disclosed last November (Medical Device Daily, Nov. 11, 2004).

In other dealmaking news:

• Sigma-Aldrich (St. Louis) said it has signed a definitive agreement to acquire the Proligo Group (Boulder, Colorado), a supplier of genomics research tools, including custom DNA, custom RNA and phosphoramidite raw materials used for DNA and RNA synthesis, from Degussa (Frankfurt, Germany). Terms were not disclosed.

Proligo had 2004 sales of about $40 million. Depending on the closing date for the transaction, as much as nine months of Proligo's operating results will be added to Sigma-Aldrich's performance in 2005, which it said would increase overall sales by roughly 2%.

David Harvey, Sigma-Aldrich Chairman and CEO, called the acquisition “another key step in our strategy to provide tools that fully meet the research needs of scientists in the rapidly growing field of genomics. [It] will provide us with one of only four exclusive licenses to a key Massachusetts Institute of Technology [Cambridge, Massachusetts] patent application that covers the use of RNA in gene silencing, the new frontier in genomics research.“

He said the Proligo purchase “will permit us to participate as a global leader in the genomics and gene-silencing research tools markets for years to come.“

In addition to its Boulder headquarters, Proligo has manufacturing facilities there and in Paris; Hamburg, Germany; Helios, Singapore; Kyoto, Japan; and Lismore, Australia. Sigma-Aldrich, which said it expects to fund the deal with short-term debt, said the acquisition is expected to be accretive to earnings after 2005 and to make a positive contribution to cash flow in 2005 and after.

The transaction has been approved by the boards of directors of both companies and, subject to regulatory approval in Germany and other customary conditions, is expected to close in 2Q05.

• Essilor of America (Dallas), Essilor's (Chareton-Le-Pont, France) U.S. subsidiary, has acquired a majority interest in Midland Optical (St. Louis), a prescription laboratory. As a result of this acquisition, Essilor said it will further strengthen its line of value-added products in the north-central region of the U.S.

An authorized distributor of Varilux brand products, Midland Optical generates roughly $16.5 million in sales and employs 150. It caters to independent eye care professionals located primarily in Missouri and Illinois.

Midland Optical will retain its current executive team.

Essilor International is a developer of optical products, offering a range of lenses under flagship Varilux, Crizal, Airwear and Essilor brands to correct myopia, hyperopia, presbyopia and astigmatism.