The New York City-based Acorn Acquisition has reached a definitive agreement to acquire Lumen Medical, majority owner of PulmoScience, a development stage biotechnology company.
The transaction is expected to close within six months and is subject to certain closing conditions.
Under the terms of the agreement, Lumen Medical, a subsidiary of the Montreal Heart Institute, will merge with and into Acorn Acquisition in consideration of the issuance of an aggregate of 51 million shares of Acorn common stock to the shareholders of Lumen.
PulmoScience will operate as a 51 percent subsidiary of Acorn, following the closing of the transaction. Lumen has an option to increase its percentage ownership to 61 percent by the payment of a cash option exercise price of $200,000. Lumen plans to exercise this option before the end of 2007.
The remaining equity of PulmoScience is shared between Innovacor, a subsidiary of the Montreal Heart Institute, and Jocelyn Dupuis, MD, the creator of the PulmoBind molecular imaging technology.
PulmoScience is currently developing a non-invasive molecular imaging technique for the diagnosis of pulmonary embolism, pulmonary hypertension and lung inflammatory diseases, under the trade name PulmoBind, according to Acorn.