St. Jude Medical has signed a definitive merger agreement and simultaneous closing of the merger to acquire all of the outstanding shares of MediGuide, including the 41.3 percent interest owned by Elbit Systems, for $283 million in cash and the assumption of net liabilities totaling approximately $17 million.
Terms of the transaction provide for St. Jude to pay $138 million of the purchase price in December, with the balance due in two subsequent payments of $111 million in November 2009 and up to $34 million in April 2010, according to the St. Paul, Minn.-based company.
The Haifa, Israel-based MediGuide develops a navigation system, the Medical Positioning System (gMPS), that uses proprietary technology for real-time tracking of sub-millimeter sized sensors, which can be mounted on needles, guidewires, catheters, or other medical devices used for minimally-invasive intra-body navigation.
The 3D position and orientation of the sensors can be calculated in real time and projected graphically on a fluoroscope, CT, MRI, ultrasound or 3D reconstructed image of the anatomy. The gMPS system is intended to provide a solution for motion artifacts caused by patient heartbeats, respiration, or other movements. MediGuide said that the goal of its gMPS system is to increase the accuracy and amount of information available to a physician during a catheterization or other minimally invasive procedure. MediGuide's gMPS technology and its gMPS enabled guided measurement catheter have the CE Mark, but are only limited to investigational use only in the United States.
“We believe MediGuide's proprietary technology may also extend across a variety of other product categories, including cardiac rhythm management, interventional cardiology, neurology and structural heart disease,” said Daniel J. Starks, chairman, president and CEO of St. Jude.