Mergers, Acquisitions, etc.
TLC, LaserVision shareholders to vote on merger April 18
BETHESDA, Md. — TLC Laser Eye Centers Inc. (NASDAQ: TLCV) (TSE: TLC) and Laser Vision Centers (NASDAQ: LVCI) recently issued an update on their proposed merger.
TLC’s Registration Statement on Form S-4 in connection with the proposed merger was declared effective by the Securities and Exchange Commission on March 1. The joint proxy statement/prospectus describing the proposed merger was expected to be mailed to shareholders of LaserVision and TLC beginning March 7.
LaserVision has scheduled the special meeting at which its shareholders will consider the merger for April 18 at 10 a.m. (EST). TLC’s annual and special meeting of its shareholders will also be held on April 18 at 10 a.m. (EST).
The merger agreement, as amended, provided that after March 31 either party could determine to terminate the agreement if the merger had not yet been completed. However, to allow sufficient time to mail the joint proxy statement/prospectus, the companies have advised each other that they do not intend to exercise their termination rights before April 30.
Sunrise may acquire ScienceBased Health
FREMONT, Calif. — Sunrise Technologies has entered into a non-binding Letter of Intent with Aragon Ventures, for Sunrise to acquire all of the equity of ScienceBased Health.
Officials for either company were not available for comment.
CIBA Vision signs licensing agreement with Presby Corp.
ATLANTA — CIBA Vision has signed an agreement with Presby Corp for the exclusive worldwide license, including marketing and distribution rights, to Presby Corp.’s ophthalmic surgical products and applications for use in the treatment of presbyopia, ocular hypertension and primary open angle glaucoma.
As part of the agreement, CIBA Vision has agreed to further invest in Presby Corp after certain milestones are met.
The license agreement includes the worldwide rights to market and sell Presby Corp’s scleral expansion implants for the treatment of presbyopia. The implants consist of four separate PMMA segments. The agreement also includes the rights for a specialized automated incision device and blades. CIBA Vision will assume responsibility for the manufacturing of the products.
CIBA Vision expects to begin marketing and distributing the products later this year in Europe and Canada. Presby Corp has completed phase 1 Food and Drug Administration trials and has received clearance to proceed with the clinical studies required for market approval in the United States.
Paradigm Medical acquires Innovative Optics
SALT LAKE CITY — Paradigm Medical Industries (NASDAQ: PMED/PMEDW) has completed the acquisition of Innovative Optics of Albuquerque, for an undisclosed amount of common stock. Innovative Optics (IO) is privately owned and is a leading manufacturer and marketer of equipment used in microkeratome procedures.
Paradigm Medical stated that IO’s sales are under $1 million and the company expects the acquisition to be accretive to Paradigm’s results during the first full year of operation.
Paradigm Medical acquired Innovative Optics’ manufacturing site in Albuquerque along with its patents and inventory. IO manufactures the Innovatome microkeratome.
Premier Laser Systems auctions off laser and IP inventory
MISSION VIEJO, Calif. — Premier Laser Systems (Irvine, Calif.) is auctioning off its assets as part of a bankruptcy process. This auction includes an expansive inventory of: lasers; parts; delivery devices; intellectual property; and FDA clearances. Applications for these de vices and patents include: dental, surgical, veterinary and aesthetics. Premier also has more than 50 510(k) clearances, and more than 100 issued and pending patents.
A sealed bid sale is currently underway, and the deadline for sealed bids is April 26. To place a bid, or for further details, contact Mike Walters at Tranzon Walters at (714) 508 9211; e-mail: firstname.lastname@example.org.
Miravant regains rights to SnET2
SANTA BARBARA, Calif. — Miravant Medical Technologies (NASDAQ: MRVT) announced has terminated certain contractual relationships with Pharmacia Corp. including the Ophthalmology Development and License Agreement and other related contracts for proprietary drug SnET2. Miravant regained the rights to all assets related to the SnET2 phase 3 clinical trials for age-related macular degeneration (AMD), including the full clinical data package.
In addition, Miravant restructured the credit agreement in which Pharmacia reduced the outstanding debt from approximately $27 million to $10 million. In connection with the debt reduction, Miravant will reassume lease obligations for the SnET2 manufacturing facility and will forego the remaining $3.2 million line-of-credit.
The SnET2 assets returned to Miravant include the Investigational New Drug application, preclinical and clinical data, inventories of active pharmaceutical ingredient and finished dose formulation, drug manufacturing rights, manufacturing equipment and clinical laser devices.
Cooper Companies acquires Biocompatibles Eye Care division
LAKE FOREST, Calif. — The Cooper Companies’ (NYSE: COO) CooperVision Unit (CVI) has completed the acquisition of Biocompatibles Eye Care, the contact lens business of Biocompatibles plc (LSE: BII).
The purchase price was £68 million plus a yet undetermined amount for transaction costs. Cooper paid £24 million in cash at the closing and issued notes to the selling shareholders, totaling £44 million. Cooper is currently negotiating an expanded bank credit facility, which it expects to complete in early May. Part of the proceeds will be used to repay the notes.
Biocompatibles Eye Care (BE), the world’s sixth largest contact lens manufacturer, had worldwide revenue in calendar 2001 of about $70 million, about 70% of which was generated outside of North America. The Proclear line of products, manufactured with proprietary Phosphorylcholine technology that helps enhance tissue-device compatibility, accounts for about 45% of revenue. Proclear lenses are often indicated for patients with mild discomfort relating to dryness during lens wear, a condition that often causes patients to drop out of lens wear.
For the second quarter of fiscal 2002 ending April 30, Cooper expects transition expenses related to the acquisition to reduce earnings per share (EPS) by approximately $0.11, and expects that the transaction will be cumulatively neutral to EPS for the 8- month period ending Oct. 31, 2002 and accretive thereafter. In 2003, BE is expected to contribute about $0.50 per share to Cooper’s earnings and $0.79 in 2004.
CVI expects to achieve these results primarily by eliminating duplicate operating expenses and rationalizing manufacturing operations, and expects that these actions will yield cost savings in excess of $11 million annually after an initial integration period of 4 to 5 months. Following an 18-month transition period, CVI’s annualized operating margin is expected to return to its current level of about 30% annually.
Biocompatibles Eyecare is expected to add about $45 million to CVI’s worldwide revenue in the eight months of 2002 following the acquisition and $75 million in 2003, following selected product and market rationalization. This includes the discontinuation of obsolete and unprofitable products with about $5 million of revenue beginning immediately. In addition to continued strong growth in the Proclear product line, CVI expects to generate incremental revenue by introducing the CVI product line through BE’s overseas businesses.
SurgiLight sells laser assets; CEO Lin resigns
ORLANDO — SurgiLight (OTC Bulletin Board: SRGL) has sold the assets and associated liabilities of its approximately 20 excimer laser systems, including a royalty income stream, from the International Laser Eye Centers (LEC). The LEC’s are located in China, Egypt and Vietnam. The purchaser, Orlando-based Tao Enterprises, is paying $332,000 for the assets over a 2-year period, with up to an additional $50,000 to be based on clinic revenues.
At the same time, the Board announced that SurgiLight founder and former CEO J.T. Lin, PhD, has resigned as a director and has signed a 3-year irrevocable voting trust agreement wherein he will vote on 19% of company shares, with outside directors voting his remaining shares, which represent approximately 40% of outstanding shares.
Dr. Lin has also signed a 3-year employment contract in which he will continue as director of business and new product development, responsible for R&D, as well as expanding the international distributor network. This employment contract lowers the royalty rate on the presbyopia products invented by Dr. Lin from 15% to 2.5%. Dr. Lin also serves as a beneficial owner of Tao Enterprises.
Fujisawa, Sucampo sign deal for conjunctivitis drug
OSAKA, Japan — Fujisawa Pharmaceuticals has executed a license agreement with Sucampo Pharmaceuticals, whereby Sucampo Pharmaceuticals has acquired exclusive rights to develop and market an eye drop formulation of tacrolimus, an immunosuppressive agent, in the United States and Europe.
Tacrolimus is commercially available by Fujisawa as the immunosuppressant Prograf and Protopic for the treatment of atopic dermatitis. Fujisawa also is developing tacrolimus for the treatment of chronic rheumatoid arthritis and inflammatory bowel diseases.
Tacrolimus is also being developed for the treatment of vernal conjunctivitis and perennial allergic conjunctivitis as an eye drop formulation in Japan. Development of an eye drop formulation of tacrolimus in the United States, however, has been conducted by Sucampo Pharmaceuticals, whose name has been recently changed from R-Tech Ueno.
Under the agreement, Sucampo Pharmaceuticals gained rights to market an eye drop formulation of tacro limus in the United States and Europe. Tacrolimus for the treatment of dry eye is now in phase 2 in Europe with Sucampo AG, the European affiliate of Sucampo Pharmaceuticals, that will develop this product in Europe, and is scheduled to move into phase 3 in 2002. Sucampo Pharmaceuticals plans to develop tacrolimus for the treatment seasonal allergic conjunctivitis and dry eye in the United States.
Sola, DuPont Fluoroproducts agree to global licensing
SAN DIEGO — Sola International Inc. (NYSE: SOL) and DuPont Fluoroproducts have reached an exclusive multi-year worldwide agreement where Sola will market a newly developed coating for ophthalmic lenses using the DuPont Teflon brand.
Sola’s Teflon EasyCare lens coating was scheduled to be available in limited release beginning in April. In addition to the Teflon brand licensing agreement, the companies are also exploring further lens technology advances.
Ocular Sciences to purchase assets of Seiko contact lens
CONCORD, Calif. — Ocular Sciences Inc. (OCLR) has agreed to acquire assets of Tokyo-based Seiko Contact Lens, Ocular’s distributor in Japan, for $21 million, and updated 2002 guidance to reflect the acquisition and the adoption of two new accounting standards.
Ocular Sciences said it doesn’t expect the deal to affect 2002 earnings but does anticipate it will add to 2003 earnings.
The assets Ocular will acquire from Seiko Contact include receivables, inventory, fixed assets and intangibles, which Ocular plans to integrate into its existing OSKK unit in Japan.