Although there were more than 230
health care mergers and acquisitions announced in the fourth quarter of
2000, of this amount only 88 transactions were in the "health care
services" segment. This represents the lowest quarterly volume since
the third quarter of 1993, according to our sister publication, The
Health Care M&A Monthly. The other transactions comprise the
"technology" segment, which includes e-health, medical devices,
biotechnology and pharmaceuticals, a segment not followed in detail until
the fourth quarter of 2000.
The 88 health care services
transactions represent a 32% decline from the third quarter of 2000 and a
42% drop from the fourth quarter of 1999. The largest quarterly sequential
declines in the fourth quarter of 2000 were in the home health (-83%),
rehabilitation (-75%), physician medical group (-65%) and long-term care
(-46%) sectors. Only hospitals (+33%), behavioral health (+20%) and
managed care (+9%) posted increases in the number of transactions in the
fourth quarter.
While no recovery is seen in the near
future in the physician medical group sector, the volume of home health
and long-term care transactions should increase in 2001 as both of these
areas see some financial improvement. With the combination of increases in
Medicare reimbursement and many financially distressed companies either
returning to profitability or coming out of bankruptcy, growth by
acquisition will be more viable for investors as well as lenders. The
heaviest volume, however, will continue to be in the health care
technology segments. The following represent several transactions that
were announced in the past month:
BEHAVIORAL.
Behavioral Healthcare Corporation, a provider of behavioral health
care services based in Nashville, Tennessee, is selling San Juan
Capestrano Hospital, a 108-bed inpatient behavioral health care
facility, along with its related clinics, in Puerto Rico. The buyer, Universal
Health Services (NYSE: UHS), will add inpatient behavioral health care
services to the general acute care services it already provides at its
three hospitals in Puerto Rico.
BIOTECHNOLOGY.
Incyte Genomics (NASDAQ: INCY) is paying $77 million in cash and
stock for Proteome, a privately held genomics company. This deal
unites two complementary genomics companies, and brings with it Proteome’s
extensive customer base of pharmaceutical companies, which includes American
Home Products (NYSE: AHP), DuPont (NYSE: DD), Eli Lilly
(NYSE: LLY), Glaxo Wellcome (NYSE: GLX), Merck (NYSE: MRK)
and Pfizer (NYSE: PFE). LION bioscience (NASDAQ: LEON) of
Heidelberg, Germany, is acquiring Trega Biosciences (NASDAQ: TREG)
of Irvine, California, in an all-equity transaction worth $35 million.
Trega develops ways to accelerate drug discovery from disease targets to
clinical candidates with technologies such as computerized predictive
models and combinatorial libraries.
E-HEALTH.
Perot Systems (NYSE: PER) is acquiring Covation, an
application service provider serving the managed care industry. Among
other services, it hosts and provides access to business and Internet
applications. This acquisition complements PER’s recent acquisition of Health
Systems Designs, which makes a product that Covation extensively uses.
HOME HEALTH.
Continental Home Healthcare (TSE: CHT) of Vancouver, British
Columbia, is paying $2.3 million for Carepoint Health Services, a
home medical business in Van Nuys, California, with assets of $3.3 million
and annual revenue of $3.4 million. This deal combines two competitors in
the Los Angeles County market.
HOSPITALS.
Charleston County Council is selling Charleston Memorial Hospital, a
113-bed acute care facility, to the Medical University of South
Carolina (MUSC) for $12.5 million. MUSC has managed the target
facility, and has been negotiating to buy it for six years. Seeking to
staunch its financial losses, Hillcrest Healthcare System is
selling its 50% interest in a joint venture in SouthCrest Regional
Hospital, a 116-bed acute care facility that opened in May 1999, to Triad
Hospitals (NASDAQ: TRIH). HCA-The Healthcare Company (NYSE:
HCA) is selling Seminole Medical Center, a 32-bed acute care
facility, to the city of Seminole. The city of Seminole has leased the
hospital for 10 years to Schuster Group, a privately held hospital
management company out of Oklahoma City.
LABORATORIES, MRI & DIALYSIS.
Science Applications International Corporation is selling Pathology
Associates International, a contract toxocologic pathology laboratory,
to Charles River Laboratories (NYSE: CRL) for $25 million in cash
and a $12 million convertible note. The five-year note carries a 2%
interest rate, and is convertible under certain conditions into shares of
CRL at $23.38 per share. Matria Healthcare (NASDAQ: MATR) is
selling the assets and business of Quality Diagnostic Services (QDS),
its cardiac diagnostic monitoring subsidiary, to Card Guard
Technologies of Rehovot, Israel, for $18 million. MATR bought QDS from
Aurora, Colorado-based Endeavour Technologies in 1998 for $17
million, or roughly 1.81x revenue.
LONG-TERM CARE.
Sunrise Assisted Living (NASDAQ: SNRZ) is selling nine assisted
living facilities in Pennsylvania, New Jersey and Virginia with a combined
total of 666 units for $131 million, or $197,000 per unit. The purchaser
is Senior Housing Partners I, L.P., a limited partnership that will
be 75% owned by five major pension funds managed by Prudential Real
Estate Investments. The deal is structured as a sale and manage-back
transaction with Sunrise retaining a 25% interest in the real estate
venture. Sunrise also sold two ALFs to Aureus Group, LLC for $28.1
million, or $211,000 per unit. The per unit price is a record for an
assisted living facility. Separately, Health Care Property Investors
(NYSE: HCP) is selling three senior care facilities located in Clovis and
Santa Cruz, California, and in Boise, Idaho, to Regent Assisted Living
(OTCBB: RGNT) for $25.4 million, or $78,400 per unit.
MANAGED CARE.
In a bid to become an investor-owned organization, Blue Cross &
Blue Shield United of Wisconsin (BCBSUW) is combining with United
Wisconsin Services (NYSE: UWZ). Under terms of the agreement, BCBSUW
will combine with its publicly traded subsidiary, UWZ, effectively
becoming a subsidiary of UWZ. UWZ will change its name to Cobalt
Corporation (NYSE: CBZ). UWZ will pay $500,000 in cash and issue
31,313,390 shares of its common stock to Wisconsin United for Health
Foundation.
MEDICAL DEVICES.
Sulzer Medica AG (NYSE: SM) is paying $145 million for IntraTherapeutics,
a company based in St. Paul, Minnesota which designs, manufactures and
markets peripheral stents, devices for the treatment of peripheral
vascular diseases, such as stents and balloons. DENTSPLY (NASDAQ:
XRAY) is buying Friadent GmbH of Mannheim, Germany, a dental
implant manufacturer and marketer with a 30% share of the global market. Eastman
Kodak Company (NYSE: EK) is acquiring Lumisys (NASDAQ: LUMI), a
provider of desktop computed radiography systems and x-ray film
digitizers. The target’s AuntMinnie.com subsidiary, also included
in the deal, is an Internet-based radiology portal. EK is paying $4.05 in
cash for each share of LUMI stock outstanding.
PHARMACEUTICALS.
Inhale Therapeutic Systems (NASDAQ: INHL) is buying Bradford
Particle Design (BPD), a Bradford, England-based company which uses
supercritical fluid technology to manufacture powder particles used in
many pharmaceutical products. BPD’s technology reduces what is commonly
a multistage process to a single step, thereby creating efficiencies in
the drug manufacturing process. INHL will pay $180 million in newly issued
stock and $20 million in cash. Aventis Pharmaceuticals (NYSE: AVE)
is selling the North American rights and benefits from its Cardizem family
of products, a calcium channel blocker used in the treatment of
hypertension and angina, to Biovail Corporation (NYSE: BVF). The
total purchase price is $409.5 million, of which $239.5 million in cash is
to be paid at closing; the remainder will be paid in four quarterly
installments.
PHYSICIAN MEDICAL GROUPS.
The Plastic Surgery Company (AMEX: PSU) is buying The Florida
Center for Cosmetic Surgery which provides elective cosmetic surgical
procedures. It is staffed by five attending plastic surgeons. In 2000, the
business generated revenue of about $8 million. Consideration will consist
of stock, notes and cash.
OTHER.
I-trax (OTCBB: IMTX) is offering to buy XL Health-Disease
Management Holdings, Inc., dba CardioContinuum, a provider of
health management support services for patients suffering from diabetes,
heart failure, pulmonary disease and coronary artery disease. I-trax will
issue 10.7 million shares of its stock in this deal.