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   Strategies & Market TrendsSpeculating in Takeover Targets

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To: richardred who wrote (2315)10/18/2010 9:36:17 AM
From: richardred
   of 6155
Another medical device maker bites the dust.

St Jude to buy AGA Medical for over $1 bln

Mon Oct 18, 2010 7:28am EDT

* At $20.80, deal is 41 pct premium

* AGA Medical went public in October

NEW YORK Oct 18 (Reuters) - St Jude Medical Inc (STJ.N) will buy AGA Medical Holdings Inc (AGAM.O), a maker of devices to treat heart defects and vascular problems, for more than $1 billion in cash and stock, the companies said on Monday.

At $20.80 per share, the deal values AGA Medical shares at a 41 percent premium to Friday's closing price. The companies valued the deal at about $1.3 billion, including the assumption of about $225 million in debt.

AGA Medical went public in October at $14.50 per share. Its major shareholders include those affiliated with private equity firm Welsh, Carson, Anderson & Stowe, and AGA Medical's co-founder Franck Gougeon.

The deal involves an even split between cash and stock. The exchange ratio for the stock component will be determined by the average closing price of St. Jude stock over 10 trading days, ending two days before the close of the exchange offer.

St Jude said it expects the transaction to close by year's end and it does not affect its earnings outlook for 2010. (Reporting by Lewis Krauskopf, editing by Maureen Bavdek)

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To: richardred who wrote (2458)10/18/2010 10:47:09 AM
From: richardred
   of 6155
Medical device theme. Considering what St. Jude payed for AGA Medical Holdings. I'm encouraged that will up the speculative appeal in ANGO,IART,OFIX, and ICIU. All in my portfolio currently. All are much more profitable and have much better balance sheets than AGA did. IART, OFIX, and ICIU are currently growing much faster quarterly, YOY.

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To: richardred who wrote (2274)10/18/2010 11:03:48 AM
From: richardred
   of 6155
I found it curious that as far as I can tell. MRX was not seeking FDA approval for it's BOTOX copy cat drug DYSPORT for the indication of migraine headaches. AGN just got FDA approval for that indication. Analysts say that could add about 600 mllion dollars to sales.

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To: richardred who wrote (2335)10/19/2010 12:11:42 AM
From: richardred
   of 6155
UPDATE 1-ICU Medical Q3 beats Street, raises FY outlook

Mon Oct 18, 2010 4:42pm EDT

* Q3 EPS $0.65 vs est $0.48

* Revenue up 40 pct at $75.7 mln vs est $66.6 mln

* Sees FY10 EPS $2.00-$2.07

* Sees FY10 revenue $277-$282 mln

Oct 18 (Reuters) - ICU Medical Inc (ICUI.O) posted a better-than-expected quarterly profit, helped by strong sales across all its product lines, and raised its full-year outlook for a second time this year.

The maker of disposable medical connection systems reported July-September net income of $9 million, or 65 cents a share, compared with $6.3 million, or 42 cents a share, a year ago.

Revenue at the company, which makes custom I.V. systems, catheters and cardiac monitoring systems, rose 40 percent to $75.7 million.

Analysts on average expected earnings of 48 cents a share, before items, on revenue of $66.6 million, according to Thomson Reuters I/B/E/S.

The company raised its fiscal 2010 earnings-per-share forecast to $2.00-$2.07 from its prior outlook of $1.85-$1.92.

For the full year, it expects revenue of $277-$282 million, up from its earlier forecast of $270-$275 million.

ICU Medical's shares closed at $38.15 Monday on Nasdaq. The stock has risen 11 percent in value since the company reported strong second-quarter results and raised its full-year view in July. (Reporting by Shravya Jain in Bangalore; Editing by Anne Pallivathuckal)

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To: richardred who wrote (2459)10/19/2010 7:59:11 AM
From: richardred
   of 6155
Deal-Making in Medical Technology Sector Surpasses 2009 Level, Report Says
By David Olmos - Oct 19, 2010 12:01 AM ET

The value of mergers and acquisitions of medical technology companies in the first half of 2010 surpassed the total for all of 2009, driven by buyers’ taste for bigger deals of established companies, a report found.

Eighty-nine deals with a value of $16.9 billion were struck in the first half of this year in the U.S. and Europe, compared with 172 transactions worth $15.7 billion in 2009, according to an Ernst & Young LLP report released today. The 2010 totals exclude Swiss drugmaker Novartis AG’s proposed $28.3 billion offer to purchase Nestle SA’s majority stake in Alcon Inc., the eye-care company, Ernst & Young said.

Deals should remain brisk in 2010’s second half, as shown by St. Jude Medical Inc.’s proposed $1.08 billion acquisition of AGA Medical Holdings Inc., announced yesterday, said John Babbitt, head of Ernst & Young’s medical technology practice in the Americas, in a telephone interview. Activity in 2010 may approach $30 billion, about double the value of 2009 deals, which was the lowest since 2002, the report said.

“We’ll probably see more deals of $1.5 billion and below,” said Les Funtleyder, a health-care portfolio manager at Miller Tabak & Co. in New York. Mergers and acquisitions will likely increase in the fourth quarter of this year, as companies try to get transactions completed by year’s end, he said.

There have been 240 deals in the last five years in the medical-device sector, with an average deal value of $369.5 million and an average premium of 41.8 percent, according to Bloomberg data. The biggest deal was Boston Scientific’s 2005 acquisition of Guidant Corp. for $25.2 billion.

Merck KGaA Deal

Much of the gain in 2010’s deal volume came from one transaction, Darmstadt, Germany-based Merck KGaA’s $6.8-billion acquisition in July of Millipore Corp., the supplier of biotechnology equipment based in Billerica, Massachusetts.

“We’re seeing fewer but larger deals,” said Babbitt, of the accounting firm, noting that investment has shifted away from early-stage companies.

“The real interest has been in buying mid-tier medical technology companies that have attractive valuations,” Babbitt said. “They are folding them into leaner and more efficient structures that the larger medical technology companies now have.”

Besides Merck, some of the bigger deals in 2010 have been Dublin-based Covidien Plc’s $2.5 billion acquisition of heart- device maker ev3 Inc. in July, and Minneapolis-based Medtronic Inc.’s $350-million acquisition of Invatec, an Italian maker of heart devices, in April.

“I don’t think we’re going to see a Guidant-size deal,” Funtleyder said, referring to the rest of this year.

The report defines the medical technology sector as companies including those that make medical devices, imaging technology such as magnetic-resonance imaging scanners, non- imaging diagnostic gear and equipment used in scientific research.

To contact the reporter on this story: David Olmos in San Francisco at

To contact the editor responsible for this story: Reg Gale at

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To: richardred who wrote (2458)10/19/2010 8:15:07 AM
From: richardred
   of 6155
Opto Circuits to Acquire Cardiac Science

Press Release Source: Cardiac Science Corporation On Tuesday October 19, 2010, 6:15 am EDT

BOTHELL, Wash. and BANGALORE, KARNATAKA, India, Oct. 19 /PRNewswire-FirstCall/ -- Cardiac Science Corporation (Nasdaq:CSCX - News) and Opto Circuits (India) Limited [BSE Code: 532391; NSE: OPTOCIRCUI] today announced they have entered into a definitive merger agreement under which Opto Circuits has agreed to acquire all of the outstanding shares of Cardiac Science common stock for $2.30 USD per share. The $2.30 price represents a 10% premium to the closing price of Cardiac Science common stock of $2.10 on October 18, 2010, a 28% premium to the average closing price for the 30 day period ended October 18, 2010 and a 30% premium to the average closing price for the 100 day period ended October 18, 2010.

"We believe this transaction provides excellent value to our shareholders and expanded opportunity for our customers, employees, and partners," said Dave Marver, Cardiac Science president and chief executive officer. "Our business will benefit greatly from Opto Circuits' financial resources, operational capabilities, and global scale."

"We are delighted to expand our presence in noninvasive diagnostic monitoring through this acquisition and are excited to enter the high-growth automated external defibrillation market," said Vinod Ramnani, Opto Circuits chairman and managing director. "Cardiac Science has a strong reputation for innovative, high-quality products and services. This transaction is expected to open many new global markets for Cardiac Science's products and will greatly enhance Opto Circuits' product offering and presence in the United States."

Piper Jaffray acted as financial advisor to Cardiac Science and delivered a fairness opinion to Cardiac Science's board of directors. Perkins Coie LLP served as outside legal counsel to Cardiac Science, while Quarles & Brady LLP served as outside legal counsel to Opto Circuits.

About the Transaction

The boards of directors of both companies have unanimously approved the transaction, which will take the form of an all-cash tender offer by a wholly-owned subsidiary of Opto Circuits, followed by a second-step merger. The closing of the tender offer by Opto Circuits, which is expected to be commenced within 10 business days, is subject to customary conditions, including that shares representing at least sixty percent (60%) of Cardiac Science's outstanding shares of common stock are validly tendered into the offer. As a result of the second-step merger, any shares that have not been validly tendered into the offer will be converted into the right to receive cash equal to the offer price of $2.30 per share. The subsequent closing of the merger may be subject to obtaining stockholder approval of the merger agreement if Opto Circuits does not acquire a sufficient number of shares to effect a short-form merger. If such approval is needed, Cardiac Science will call a special meeting of its stockholders. If a stockholder meeting is required to approve the merger, Opto Circuits has agreed to vote (or cause its acquisition subsidiary to vote) all shares of Cardiac Science it owns in favor of the merger. The companies are targeting a late fourth quarter 2010 closing, assuming satisfaction of closing conditions and successful execution of the tender offer process.

Upon completion of the merger, Cardiac Science will become a wholly-owned subsidiary of Opto Circuits. Opto Circuits will fund the purchase with its cash and credit lines.

About Cardiac Science

Cardiac Science develops, manufactures, and markets a family of advanced diagnostic and therapeutic cardiology devices and systems, including automated external defibrillators (AED), electrocardiograph devices (ECG/EKG), cardiac stress treadmills and systems, diagnostic workstations, Holter monitoring systems, hospital defibrillators, vital signs monitors, cardiac rehabilitation telemetry systems, and cardiology data management systems (informatics) that connect with hospital information (HIS), electronic medical record (EMR), and other information systems. The company sells a variety of related products and consumables and provides a portfolio of training, maintenance, and support services. Cardiac Science, the successor to the cardiac businesses that established the trusted Burdick®, HeartCentrix®, Powerheart®, and Quinton® brands, is headquartered in Bothell, Washington. With customers in more than 100 countries worldwide, the company has operations in North America, Europe, and Asia. For information, call 425.402.2000 or visit

About Opto Circuits

Opto Circuits (India) Ltd. (OCI) (BSE Code: 532391; NSE Symbol: OPTOCIRCUI) is an Indian MNC in the business of design, development, manufacture and marketing of healthcare equipment and interventional products. The product profile includes pulse oximeters, patient monitoring systems, sensors, digital thermometers, anesthesia and respiratory care equipment, stents, catheters and other innovative products. Some of the well-known brands marketed by Opto Circuits are Criticare, Mediaid, Unetixs and Eurocor. It is presently a Group of 14 companies with a consolidated total sales of USD $243 million/Rs.1077 crores (FY10) and it is headquartered in Bengaluru, Karnataka, India. Its key markets are the US, Europe and South East Asia. It was ranked as one amongst 200 Best Under a Billion companies in AsiaPac by Forbes Asia in 2009, 2008. Visit us at

Important Additional Information

The tender offer for the outstanding common stock of Cardiac Science referred to in this press release has not yet commenced. This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Cardiac Science's common stock will be made pursuant to an offer to purchase and related materials that Opto Circuits and a wholly-owned subsidiary of Opto Circuits intend to file with the Securities and Exchange Commission. At the time the offer is commenced Opto Circuits and its wholly-owned subsidiary will file a tender offer statement on Schedule TO with the Securities and Exchange Commission, and thereafter the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials will be sent free of charge to all stockholders of the Company when available. In addition, all of these materials (and all other materials filed by the Company with the Securities and Exchange Commission) will be available at no charge from the Securities and Exchange Commission through its website at Investors and security holders may also obtain free copies of the tender offer documents, once available, from the information agent for the tender offer or by mailing a request to Cardiac Science Corporation, Attention: Investor Relations, 3303 Monte Villa Parkway, Bothell, Washington 98021.

Forward-Looking Statements

This release contains forward-looking statements regarding the proposed acquisition of Cardiac Science, the expected timetable for completing the transaction, future business prospects and market conditions and benefits and synergies of the transaction. Such statements are based on the current assumptions and expectations of Cardiac Science' and Opto Circuits' management and are neither promises nor guarantees. The words "believe," "expect," "intend," "anticipate," variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. These are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. There can be no assurance that management's estimates of future results will be achieved. Actual results and performance may vary significantly from those expressed or implied in such statements. The actual results of the acquisition could vary materially as a result of a number of factors, including: uncertainties as to how many of Cardiac Science Corporation's stockholders will tender their stock in the tender offer; the possibility that competing offers will be made; and the possibility that various closing conditions for the transaction may not be satisfied or waived. Other factors that may cause actual results to differ materially include those set forth in the reports that Cardiac Science files from time to time with the Securities and Exchange Commission, including our annual report on Form 10-K for the year ended December 31, 2009 and quarterly and current reports on Form 10-Q and 8-K. These forward-looking statements reflect Cardiac Science Corporation's expectations as of the date of this document. Cardiac Science Corporation undertakes no obligation to update the information provided herein.

Contact Information:

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From: richardred10/19/2010 11:08:22 AM
   of 6155
MASSY ENGY : Massey Comments on Strategic Opportunities
10/19/2010 | 10:35 am

JULIAN, W.Va., Oct. 19 /PRNewswire/ -- Massey Energy Company (NYSE: MEE) today released the following statement in response to reports that the company is exploring strategic opportunities:

(Logo: )

(Logo: )

Our Board of Directors and management team are always focused on opportunities to create shareholder value. However, we do not comment on specific opportunities.

We are very proud of our company, our members, and our support of the communities in which we operate.

Massey Energy Company, headquartered in Richmond, Virginia, with operations in West Virginia, Kentucky and Virginia, is the largest coal producer in Central Appalachia and is included in the S&P 500 Index.

SOURCE Massey Energy Company

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To: richardred who wrote (2344)10/20/2010 10:41:15 AM
From: richardred
   of 6155
Three Likely Buyout Candidates in Tech
Credit Suisse says Novellus, Teradyne and Verigy could be targeted.

Credit Suisse

WE EXPECT AN INCREASED level of leveraged-buyout (LBO) activity in the market over the next few quarters and we think semiconductor-capital equipment (SCE) companies screen as attractive candidates for an LBO. If an LBO event occurred in SCE, we believe it could improve valuation multiples for the sector.

In particular, our multi-scenario, company-level LBO analysis for all the SCE stocks in our coverage universe suggests that Novellus Systems (NVLS), Teradyne (TER) and Verigy (VRGY) screen as the most likely LBO-takeover candidates from a valuation perspective. These three stocks show 22% to 56% upside in an LBO event under a stressed and baseline capital-expenditures scenario, and yet return 20% internal rate of return (IRR) to potential private equity buyers.

Verigy and Applied Materials (AMAT) may also be of interest from a strategy change perspective – in both cases, focusing on profitable product divisions by exiting unprofitable ones, optimizing operating expenses to stream line research and development, and pursue mergers and acquisitions for inorganic growth could be attractive options to increase share-holder value.

There is precedence for such restructuring – we note that Novellus and Teradyne management have driven such effective and notable restructuring activities in the last five years. The lithography sector ASML Holding (ASML) and Cymer (CYMI) screen as the least likely candidates for an LBO at current valuations.

Recently, there has been an increase in LBO activity in the stock market. We expect this may continue over the next several quarters. Last week, it was reported in the media that Seagate Technology (STX) may be in talks for an LBO by private-equity firms. There has been evidence of an improving high-yield debt market since the credit crisis two years ago.

Interest rates are at low levels, and talks of quantitative easing may allow a gradual increase in risk appetite by investors in pursuit of higher yields. While fundraising for private equity remains tough, funds raised in the bubble years of 2005-2007 are nearing the five-year mid-point of their 10-year terms.

Private-equity funds plan around a five-year horizon from entry to exit, implying there may be an increase in private-equity-driven LBO activity over the next two years as these funds near mid-life. Private-equity funds will likely not be keen to pay the 10 to 12 times enterprise value/earnings before interest, taxes, depreciation and amortization (EV/Ebitda) multiples of the last peak, but valuations in the semi-cap space have significantly compressed this cycle, and are now trading around five-to-six times EV/Ebitda, below the EV/Ebitda threshold that makes LBO scenarios more plausible.

-- Satya Kumar
-- Brandon Heiken

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From: richardred10/20/2010 12:00:04 PM
   of 6155
ARAY-new buy today at 6.33. Nice backlog-good balance sheet and good speculative appeal. Also highly speculative. CyberKnife looks to be gaining traction. Like the agreement with Siemens.

>Accuray recently collaborated with Siemens , under which, the latter acquired the rights to sell CyberKnife systems globally. Moreover, the company received Japanese regulatory clearance in August 2010 to market its CyberKnife G4 systems for non-invasive treatment of all tumor types.

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To: richardred who wrote (2332)10/20/2010 12:02:43 PM
From: richardred
   of 6155
ANGO-Added today, to my already established position at 14.31.

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