Deals roundup
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[December 21, 2005]

Deals roundup

(AHC Newsletters)Deals roundupIDX holders okay GE merger; Allergan extends Inamed offerA Medical Device Daily Staff Report

IDX Systems (Burlington, Vermont) said its shareholders have approved the proposed $1.2 billion merger into GE Healthcare (Chalfont St. Giles, UK).

There were 25,061,576 votes cast at the special shareholder meeting in favor of the merger, representing about 79.8% of the 31,414,129 eligible shares. There were 17,606 votes against and 8,124 abstentions, IDX said.

Under the terms of the merger agreement first disclosed this past September, upon the closing of the transaction each share of IDX stock will be converted into the right to receive $44 per share in cash. Following the closing of the transaction, IDX will become part of GE Healthcare.



According to Joe Hogan, president and CEO of GE Healthcare, GE and IDX share a common goal of making a difference in healthcare through the delivery of state-of-the-art information and imaging technology globally. The combination of the two companies will position GE Healthcare as a leading provider of healthcare information technology, with comprehensive electronic health record solutions, administrative practice management tools, and enterprise image and information management solutions.

On Nov. 4, the Federal Trade Commission and Department of Justice granted early termination of the waiting period under the Hart-Scott-Radino Act. In addition, all other regulatory approvals have been received. The transaction is expected to close on Jan. 4.



The companies said the combination will create a leading healthcare IT vendor, offering one of the most comprehensive suites of clinical, imaging and administrative information systems on the market.

Allergan (Irvine, California) reported that it has extended the expiration date of its exchange offer for all outstanding shares of common stock of Inamed (Santa Barbara, California).

The exchange offer will now expire at 5 p.m. EDT on Jan 9.

The exchange offer was previously scheduled to expire at midnight on Dec. 20. About 1,147,000 shares, or 3.2% of Inameds outstanding common stock, were tendered as of the close of business this past Friday.

In the offer, Allergan will exchange for each outstanding share of common stock of Inamed, either $84 in cash or 0.8498 of a share of Allergan common stock, at the election of the holder.

Elections of Inamed stockholders are subject to proration so that 45% of the aggregate Inamed shares tendered will be exchanged for cash and 55% of the aggregate Inamed shares tendered will be exchanged for shares of Allergan common stock.

Allergan also reported that it has received a request for additional information, referred to as a second request, from the FTC, in regard to the HSR Act in connection with the transaction.

The second request extends the initial 30-day waiting period under the HSR Act that expired yesterday. Allergan has been working with the FTC staff concerning the divestiture of Reloxin and had anticipated the issuance of the second request as part of that process. Allergan said it does not expect the second request to result in a material delay in consummation of the transaction.

Allergan beat out rival Medicis Pharmaceuticals (Phoenix, Arizona) for the right to buy breast implant maker Inamed. The companys $3.2 billion bid for Inamed represented a 16% premium to Medicis $2.5 billion offer, first proposed last March. The Allergan offer was unveiled last month.

Last week Inamed reported that it had terminated its previous merger agreement with Medicis, freeing it to pursue the Allergan bid. As a result, it will pay Medicis a $90 million break-up fee, plus another $481,985 in expenses and reimbursement fees.

Allergan makes products in the ophthalmology, neurosciences, medical dermatology, medical aesthetics and other specialty markets.

In other dealmaking news:

RealAge (New York), a personalized health-media company, reported that it has acquired Eyeout, a company with software for a trainable search engine and smart feeds.

The acquisition aids in RealAges initiative to offer consumers with a first-of-its-kind, personalized Internet search engine of respected and credible health and medical information, it said.

We are doing search the old-fashioned way, said RealAge CEO, Charles Silver. On RealAge Health Search, users will only receive health content that has been pre-screened and selected by experts for quality. The Eyeout acquisition gives RealAge a technology and personnel that will maximize this user experience, allowing our search function to provide results personalized for each user.

RealAge plans to launch its personalized Health Search, which will incorporate Eyeouts software, next year.

Eyeouts principles, Aaron Barnett and Mike Rouch, are joining RealAge as the companys directors of search technology.

Omega HealthcareInvestors (Timonium, Maryland) reported closing on the purchase of 10 skilled nursing facilities and one assisted living facility, for a total investment of about $115.5 million.

The facilities total 1,610 beds and are all located in Ohio. The facilities are subject to a new 10-year master lease between Omega and affiliates of an existing operator, CommuniCare Health Services (Cincinnati).

The annualized rent is about $11.6 million, contains annual escalators and has two ten year renewal options. In addition, Omega will make available for one year a working capital line of credit totaling $12.5 million.

Omega is a real estate investment trust investing in and providing financing to the long-term care industry.

MBF Healthcare Partners (MBF; Coral Gables, Florida) reported that is has acquired Medical Specialties Distributors (MSD; Stoughton, Massachusetts), one of the largest suppliers of healthcare products and bio-medical equipment rentals and service in the home healthcare market.

MSD was founded in 1984 as a distributor of home infusion therapy products and has become the largest supplier of healthcare products and bio-medical equipment rentals and service to the home healthcare market.

MBF is a $200 million private equity fund focused on equity investments in emerging and growth companies in healthcare services with annual earnings between $5 million and $25 million.

NCR (Dayton, Ohio) reported that it has acquired Galvanon (Maitland, Florida), a privately held provider of self-service solutions for the healthcare industry.

Galvanon said it helps healthcare organizations enhance the patient experience at home, in the hospital and in the physicians office through solutions such as kiosks, web self-service applications and technology that streamlines and simplifies patient interactions through the healthcare process.

The acquisition of Galvanon represents a significant opportunity to extend NCRs growing self-service footprint and expertise to a new market segment the healthcare industry which comprises more than 6,000 hospitals and 600,000 clinics in the U.S. alone, said NCR Senior Vice President Lee Schram.

SOURCE-Medical Device Daily

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