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Home Diagnostics Inc. signed a definitive merger agreement with Nipro Corp. (Osaka, Japan), a global manufacturer and distributor of medical devices, pharmaceutical products, and medical and glass products, under which Nipro will acquire all outstanding shares of Home Diagnostics’ common stock, $.01 par value, for a cash purchase price of $11.50 per share, or aggregate consideration of approximately $215 million. The offer price represents an approximately 90% premium to the closing price of Home Diagnostics’ common stock on February 2, 2010, and an approximately 83% premium to Home Diagnostics’ average closing price for the preceding 90 days.

The two-step acquisition will be effected by means of a first-step, cash tender offer commenced by a wholly-owned subsidiary of Nipro for all of the outstanding shares of Home Diagnostics’ common stock, at $11.50 net per share in cash, followed by a second-step merger in which untendered Home Diagnostics’ shares will be acquired at the same $ 11.50 net cash price per share. All Home Diagnostics’ stock options and stock appreciation rights will receive cash equal to the excess, if any, of $11.50 over their exercise price.

The transaction has been approved by Nipro and the board of directors of Home Diagnostics. The tender offer, which will remain open for a minimum of 20 business days, subject to certain extensions as required by applicable law and the terms of the merger agreement, is subject to certain conditions, including the valid tender and acceptance for payment in the tender offer of a majority of the fully diluted Home Diagnostics common stock, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Act, and other customary conditions. The tender offer is not subject to a financing condition.

Certain stockholders of Home Diagnostics, owning in the aggregate approximately 15% of Home Diagnostics’ outstanding common stock, have committed to tender their shares in the offer. Home Diagnostics has also granted Nipro a top-up option exercisable under certain circumstances to enable Nipro to own 90% of the fully diluted Home Diagnostics common stock and complete the second step of its acquisition of Home Diagnostics by means of a short form merger not requiring approval by Home Diagnostics’ stockholders. Nipro has also reserved the right to commence a subsequent offering period following the expiration of the initial tender offer period if Nipro then owns less than 90% of the fully diluted Home Diagnostics common stock.

The merger agreement permits Home Diagnostics’ board, under certain circumstances prior to the completion of the offer, to enter into discussions and negotiations and furnish information to third parties who submit to Home Diagnostics unsolicited acquisition proposals which Home Diagnostics’ board of directors determines to be reasonably likely to lead to a superior offer and, thereafter, to terminate the transaction with Nipro and enter into a definitive agreement providing for a superior offer, subject to Nipro’s right to match or improve the terms of any such superior offer and further subject to the payment to Nipro of a $6,500,000 termination fee or reimbursement of certain of Nipro’s out of pocket expenses in other circumstances.

The parties expect the tender offer to commence on or about February 10, 2010. The tender offer will remain open for 20 business days from commencement, subject to extension under certain circumstances as required by applicable law and the terms of the merger agreement. 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 of 2010.

Carilion Labs has entered into an agreement to merge with Greensboro, North Carolina-based Spectrum Laboratory Network to form a major laboratory company offering comprehensive clinical, anatomic pathology and esoteric testing services.

The merger will create a new and stronger regional hospital laboratory company, serving 37 hospitals and 14,000 physicians in eight states, with more than 2,600 employees and annual revenues of more than $300 million.  Carilion Clinic will own 33% of the new company. Carilion’s president and CEO, Edward G. Murphy, MD, and two other Carilion appointees will sit on the board.  Novant Health, a minority owner in Carilion Labs, will remain an equity owner in the new company and will also hold a seat on the board. The company will be jointly headquartered in Roanoke, VA and Greensboro, NC.

The pending merger, which was facilitated by Carilion Labs’ financial advisor Lazard Middle Market LLC, follows the purchase of Spectrum by Welsh, Carlson, Anderson and Stowe (WCAS), a private equity firm with experience in the healthcare and laboratory industry.

“A new company that combines the strengths and shared values of Carilion and Spectrum with a focus on hospital laboratory services will significantly improve services to our customers and their patients, and provides a strong platform for further expansion within the region and across the nation,” said Murphy.

David Weavil, a 30-year veteran of the laboratory industry will serve as the new company’s chief executive officer.

“We are excited to be partnering with the Carilion Clinic and David Weavil, a long time lab industry executive.  We have a proven track record of partnering with not-for-profit health care systems to help them expand their delivery systems and reach within their medical community.  Carilion Labs and Spectrum Laboratories each have an excellent reputation with clinicians for providing excellent clinical and anatomic pathology services and we hope to continue to build on that reputation and bring the approach to other communities,” said WCAS general partner Sean M. Traynor.

Following regulatory approval, the merger is expected to close by the end of February, 2010.

Quidel Corp. announced the signing of a definitive agreement to acquire privately held Diagnostic Hybrids Inc. for approximately $130 million in cash.

Diagnostic Hybrids (Athens, OH) is a market leader in manufacturing and commercializing direct fluorescent IVD assays used in hospital and reference laboratories for a variety of diseases, including viral respiratory infections, herpes, Chlamydia, and other viral infections, and thyroid diseases. Diagnostic Hybrids leverages its antibody development and cell culture expertise to develop new products that address significant market opportunities. The company’s direct sales force serves more than 700 North American customers, and its products are sold via distributors outside the United States.

Diagnostic Hybrids recognized $38 million in revenue in 2008, reflecting a three-year compounded annual organic growth rate of 21%.

Quidel plans to operate Diagnostic Hybrids as a separate subsidiary, and David Scholl, PhD, will remain as president of Diagnostic Hybrids and become a senior vice president of Quidel. The acquisition is subject to customary closing conditions including expiration of the waiting period under the Hart-Scott-Rodino Act, and is expected to close in the first quarter of 2010. William Blair & Company LLC acted as the exclusive financial advisor to Diagnostic Hybrids.