HEALTH

HDI signs definitive merger agreement with Nipro

BY Michael Johnsen

FORT LAUDERDALE, Fla. Home Diagnostics announced Wednesday that it signed a definitive merger agreement with Nipro Corp., a global manufacturer and distributor of medical devices, pharmaceutical products and medical and glass products headquartered in Osaka, Japan.

“First and foremost, we are pleased to announce this transaction which provides a substantial current cash premium to our stockholders,” stated Joseph Capper, Home Diagnostics president and CEO. “We believe this transaction is also beneficial to our customers and suppliers because it greatly enhances Home Diagnostics’ capabilities by expanding our product offering and aligning our business with a global healthcare company.”

If the deal goes through, Nipro will acquire all outstanding shares of Home Diagnostics’ common stock for a cash purchase price of $11.50 per share (or an aggregate of approximately $215 million).

However, as part of the agreement Home Diagnostics can still entertain unsolicited acquisition proposals from third-parties before the deal is completed. Nipro will have the right to match any third-party offer, and may be rewarded up to a $6.5 million termination fee if the company declines the offer.

The parties expect the tender offer to commence on or about Feb. 10. The tender offer will remain open for 20 business days from commencement. Subject to the satisfaction of the conditions to the tender offer, the offer is expected to be consummated prior to the end of the first quarter 2010.

With respect to the transactions, Raymond James Financial, Inc. is acting as financial advisor to Home Diagnostics; Satterlee Stephens Burke & Burke LLP is acting as legal advisor to Home Diagnostics; and Greenberg Traurig, LLP is acting as special M&A counsel to Home Diagnostics. Baker & McKenzie LLP is acting as legal advisor to Nipro Corp.

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Poll: Americans divided over healthcare-reform legislation, but may be unaware of provisions

BY Michael Johnsen

MENLO PARK, Calif. A new Kaiser Family Foundation poll issued late last month found that Americans are divided over congressional health-reform proposals, but also noted that large shares of people, including skeptics, become more supportive after being told about many of the major provisions in the bills, such as the effort to close the “doughnut hole” for seniors utilizing Medicare so that seniors no longer would face a period of having to pay the full cost of their medicines.

The new survey found that America’s seniors lean against the proposed legislation, with 48% opposed, 37% in favor and 15% offering no opinion.

The survey, however, found that seniors were less likely than younger Americans to be aware that the legislation includes provisions to close the “doughnut hole.” As many as 37% of seniors were aware of such provisions, compared with 53% of those under age 40. Six-in-10 seniors said that if the legislation did work to close the doughnut hole they would feel more supportive of it, a level of support identical to that found among younger Americans.

The January Kaiser Health Tracking Poll, conducted before the Massachusetts Senate vote, found overall opinion is divided when it comes to the hotly debated legislation, with 42% supporting the proposals in the Congress, 41% opposing them and 16% withholding judgment.

“It’s one thing to talk about the public’s perception of healthcare-reform legislation, which right now is in some ways negative, but it’s another to tell people what’s actually in the bill and when you do that people are more positive,” stated Kaiser president and CEO Drew Altman.

Of the 27 elements of the legislation tested in the poll, 17 moved a majority to feel more positively about the bills and two moved a majority to be more negative.

The poll finds that even after a year of substantial media coverage of the health-reform debate, many Americans remain unfamiliar with key elements of the major bills passed by the House and Senate. About half are aware that tax credits would be available to small businesses, one of the most popular provisions. And 44% recognize that the legislation would help close the Medicare “doughnut hole.”

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FDA clears new First Response pregnancy test

BY Michael Johnsen

PRINCETON, N.J. Church & Dwight last week announced that the Food and Drug Administration cleared the company’s First Response Early Result pregnancy test for a claim that it can determine pregnancy up to six days before the day of a woman’s missed period.

“A pregnancy test with results this early sets the stage for a healthy baby and a healthy mother,” stated Mary Jane Minkin. Clinical professor of obstetrics and gynecology at Yale University School of Medicine. “This latest advancement means pregnant women can initiate a healthier lifestyle even sooner in the critical first stages of a baby’s development.”

First Response pregnancy kits work by detecting the presence of the pregnancy hormone (hCG) in a woman’s urine. HCG begins to appear in a pregnant woman 8 to 10 days after fertilization. The amount of hCG doubles every 36 to 48 hours as the pregnancy progresses. With Church & Dwight’s patent-pending Polymeric Amplification Technology, the technology differentiating First Response from other testers on the market, this tester can detect the pregnancy hormone at lower levels than ever before.

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