Boston Scientific To Acquire Interventional Radiology Business Of CeloNova Biosciences, Upfront Payment Of $70M Plus Additional Regulatory/Sales Milestone Payments

Boston Scientific BSX has entered into a definitive agreement to acquire the interventional radiology portfolio of CeloNova Biosciences, a San Antonio-based developer of endovascular and interventional cardiology technologies. The structured agreement includes drug-eluting microspheres designed to be loaded with chemotherapy drugs for delivery to cancerous tumors, and spherical embolic products used to treat uterine fibroids and other conditions. The transaction consists of an upfront payment of $70 million and additional payments contingent on regulatory and sales milestones. "As we continue to build our interventional oncology business, we expect that the team and technologies included in this acquisition will fuel growth in solutions to treat challenging diseases such as liver cancer, particularly in emerging markets" said Jeff Mirviss, senior vice president and president, Peripheral Interventions, Boston Scientific. "More than 700,000 people worldwide are diagnosed with liver cancer each year,1 and the disease is one of the leading causes of cancer deaths in China and many parts of Southeast Asia.2 These technologies offer tremendous promise to improve the quality of care by reducing both the cost and side-effects associated with traditional treatments." The transaction includes the CeloNova Embozene TANDEM® Drug-Elutable Microspheres, precisely calibrated spheres that can be embedded with drugs used to treat liver cancer, and the U.S. commercialized ONCOZENE™ and Embozene® Microspheres, technologies used to treat hypervascular tumors, arteriovenous malformations and hepatoma. CeloNova has received an Investigational Device Exemption from the FDA for the SOLACE Trial, a randomized, controlled study of the ONCOZENE™ Microspheres loaded with chemotherapy agent doxorubicin, expected to begin in the fourth quarter of 2015. "We are confident that the significant clinical scale and commercial reach of Boston Scientific will help expand the value of these innovative technologies, bringing the benefits of these therapies to more patients around the world, which is consistent with CeloNova's mission to improve the practice of medicine for patients, caregivers and payers," said Martin J. Landon, president and chief executive officer of CeloNova BioSciences. Microspheres are small, spherical particles used by interventional radiologists to slow or stop the blood supply to a growth or tumor. Microspheres are pre-loaded in a syringe and delivered to the desired site via a minimally-invasive, catheter-based approach. Drug-eluting microspheres work in a manner similar to spherical embolics, but may be loaded with drugs to deliver a controlled dose of the therapeutic agent over time. Drug-eluting microspheres are most often used to treat liver cancer, which represents the second-leading cause of cancer deaths worldwide. The transaction is expected to close by year end 2015, subject to customary closing conditions. Boston Scientific currently expects the net impact of this transaction on adjusted earnings per share to be immaterial in 2016 and accretive thereafter, and less accretive on a GAAP basis as a result of acquisition-related net charges and amortization. The CeloNova Embozene TANDEM® Drug-Elutable Microsphere has received CE mark, but is not available for sale in the U.S. The CeloNova Oncozene Microsphere loaded with doxorubicin is an investigational device limited by U.S. federal law to investigational use only; it is not available for sale.