Thursday, March 26, 2009

Roche and Genentech "combine"

Roche and Genentech reach a friendly agreement to combine the two organizations and create a leader in healthcare innovation

• Roche intends to acquire all outstanding shares of Genentech for US$95.00 per share in cash

• Research and early development to operate as an independent center; South San Francisco site to become headquarters of combined U.S. commercial operations; Genentech's unique culture to be maintained

• Innovation will be enhanced through a diversity of research approaches and sharing of IP, technologies, partnerships and other key assets

• Transaction expected to be EPS accretive in the first year after closing

Roche (SWX: ROG.VX; RO.S) and Genentech (NYSE: DNA) announced today that they signed a merger agreement under which Roche will acquire the outstanding publicly held interest in Genentech for US$95.00 per share in cash, or a total payment of approximately US$46.8 billion to equity holders of Genentech other than Roche.

The special committee of Genentech's Board of Directors has approved the agreement and recommends that Genentech shareholders tender their shares in Roche's tender offer.

Dr. Charles Sanders, Chairman of the Special Committee of Genentech's Board of Directors, said: "We believe this is a fair offer for Genentech shareholders, and the Committee is pleased to come to a successful conclusion of this process. We look forward to working with Roche to complete the transaction as expeditiously as possible".

Franz B. Humer, Chairman of the Roche Group, said: "We are very pleased that we have reached an agreement with Genentech and secured a positive recommendation from the special committee. As stated previously, an agreed transaction offers clear and important advantages for the shareholders of both companies. I am delighted that the intensive negotiations have led to a successful conclusion. Working together, we aim to close the transaction quickly, thus removing uncertainty for employees and allowing us to focus even more intently on innovation and long-term projects. We have tremendous respect for our colleagues at Genentech and look forward to working with them to further accelerate our search for solutions to unmet medical needs".

Arthur D. Levinson, Ph.D., chairman and chief executive of Genentech, said: "We have had a highly successful partnership with Roche for more than 18 years, and we intend to pursue our shared goal of discovering medications for serious and life-threatening conditions. We look forward to working with our partners at Roche to ensure a smooth transition once the transaction is complete and to continue our mission of serving patients".

Severin Schwan, CEO of the Roche Group, said: "Roche and Genentech saw the potential of a pharma-biotechnology partnership early on and we are now in an enviable position to expand on the success of our longstanding relationship, which has been a source of immense value for patients, employees and shareholders of both companies. We are excited about working with our colleagues at Genentech and look forward to partnering with them to develop a plan for the successful combination of the two companies".

Roche will amend its existing tender offer to reflect the increased price and eliminate the financing and certain other conditions to the offer. The tender offer remains subject to the condition that a majority of the public shareholders tender their shares. If the tender offer is completed, Roche will promptly consummate a second-step merger in which all remaining public shareholders will, without the need for further action by any public shareholder, receive $95.00 per share for their shares. Roche and Genentech have also amended their affiliation agreement to permit all shareholders to receive the same increased price in the tender offer and the merger. The expiration date for the offer is March 25, 2009. As of the close of business on March 11, 2009, approximately 2.9 million shares have been tendered pursuant to the offer.

Strong benefits for both Genentech and Roche
The combined company will be the seventh largest U.S. pharmaceuticals company in terms of market share. It will generate approximately US$17 billion in annual revenues and will employ around 17,500 employees in the U.S. pharmaceuticals business alone, including a combined sales force of approximately 3,000 people.

Research and early development will operate as an independent center within Roche from its existing campus in South San Francisco, retaining its talent and approach to discovering and progressing new molecules. Roche's Pharma commercial operations in the U.S. will be moved from Nutley, New Jersey to Genentech's site in South San Francisco. The combined company's U.S. commercial operations in pharmaceuticals will operate under the Genentech name, leveraging the strong brand value of Genentech in the U.S. market. The existing U.S. sales organizations of both companies will be maintained, resulting in a very strong presence in several specialty areas.

The transaction will provide the opportunity to simplify the structure of the combined organization and maximize the benefits of enhanced scale. Roche has already begun to wind down operations at its Palo Alto facility and will relocate the site's Virology research and development activities to South San Francisco. Roche's Palo Alto Inflammation group is in the process of becoming part of Roche's Nutley research and development organization. Genentech's Late Stage Development and Manufacturing operations will be combined with the global operations of Roche, achieving substantial scale benefits, operational synergies and cost avoidance. Roche's manufacturing operations in Nutley will be closed and support functions, such as informatics and finance, will be consolidated with those of Genentech.
Financial Information

Roche expects the combination to generate annual pre-tax cost synergies of approximately US$750 to $850 million. Synergies will be largely driven by reducing complexity and eliminating duplicative functions and processes in areas like late stage development, manufacturing, corporate administration and support functions. Savings resulting from this combination will enable the new company to increase and better focus its investment in innovation.

The transaction is expected to be accretive to Roche's earnings per share in the first year after closing. The combined company will generate substantial free cash flow that will enable it to rapidly reduce acquisition-related debt, invest in further product launches and retain strategic flexibility.

Additional information about the transaction, including the offering documents, is available at www.transactioninfo.com/roche/.

Genentech's recommendation to shareholders on Schedule 14D-9 to accept Roche's offer will be made available today on Genentech's website, www.genentech.com, and via EDGAR on the SEC's website, www.sec.gov, and will be mailed to Genentech shareholders.

Greenhill & Co. is acting as financial advisor to Roche and Davis Polk & Wardwell is acting as legal counsel. The Special Committee is represented by Goldman, Sachs & Co. and Latham & Watkins LLP. Genentech is represented by Wilson Sonsini Goodrich & Rosati.

About Roche
Headquartered in Basel, Switzerland, Roche is one of the world's leading research-focused healthcare groups in the fields of pharmaceuticals and diagnostics. As the world's biggest biotech company and an innovator of products and services for the early detection, prevention, diagnosis and treatment of diseases, the Group contributes on a broad range of fronts to improving people's health and quality of life. Roche is the world leader in in-vitro diagnostics and drugs for cancer and transplantation, and is a market leader in virology. It is also active in other major therapeutic areas such as autoimmune diseases, inflammatory and metabolic disorders and diseases of the central nervous system. In 2008 sales by the Pharmaceuticals Division totaled 36.0 billion Swiss francs, and the Diagnostics Division posted sales of 9.7 billion francs. Roche has R&D agreements and strategic alliances with numerous partners, including majority ownership interests in Genentech and Chugai, and invested nearly 9 billion Swiss francs in R&D in 2008. Worldwide, the Group employs about 80,000 people. Additional information is available on the Internet at www.roche.com.

About Genentech
Founded more than 30 years ago, Genentech is a leading biotechnology company that discovers, develops, manufactures and commercializes medicines to treat patients with significant unmet medical needs. The company has headquarters in South San Francisco, California and is listed on the New York Stock Exchange under the symbol DNA. For additional information about the company, please visit www.gene.com.

Monday, March 23, 2009

Agfa HealthCare connects Canadian Northwest Territories to enhance patient care

The Government of the Northwest Territories deploys Agfa HealthCare’s IMPAX™ solution to support the region’s digital migration

Toronto, ON – March 23, 2009 - Agfa HealthCare, a leading provider of diagnostic imaging and healthcare IT solutions, announces today that the Government of the Northwest Territories (GNWT) in Canada has selected its IMPAX™ Picture Archiving and Communications System (PACS) to migrate its regional radiology services to a digital environment. Agfa HealthCare's IMPAX has already been installed at the Stanton Territorial Hospital, one of four main hospitals in the Northwest Territories and the agreement foresees its expansion to the other three facilities. The new technology will provide local and remote radiologists with real-time access to patient images, cut down on costs associated with transporting images across the territory for diagnosis, and improve report turnaround time to promote a better quality of patient care to more than 40,000 residents.

Currently, healthcare professionals from over 18 community facilities in the Northwest Territories transport patient film-based images by traditional mail or by air to Stanton Territorial Hospital in Yellowknife, the only facility in the territory with a radiologist. Once in place, Agfa HealthCare’s IMPAX solution will connect the four main hospitals in the region to provide caregivers with more efficient and convenient access to patient information and images. GNWT plans to deploy computed radiography systems in the 18 community health centers currently providing diagnostic imaging (DI) services across the Territories. These systems will eventually connect to Agfa HealthCare’s IMPAX solution connecting the vast geography of the Territories to the Territorial PACS.

“The Northwest Territories is unique in that our geography of 1.17 million square kilometres presents challenges in meeting the dynamic needs of our regions,” said Honorable Sandy Lee, Minister of Health and Social Services, Northwest Territories. “Deploying the IMPAX solution supports our goal to provide community members with improved, patient-centric care, such as improving report turnaround times from days and sometimes weeks, to just a few hours.”

Agfa HealthCare's IMPAX system is a web-deployable image and information management solution with advanced image processing designed to simplify customer reporting activities, increase throughput and improve report turnaround time, while connecting caregivers to the tools and knowledge they need to deliver quality healthcare efficiently. Relevant patient and exam information – patient data, visit information, reporting history and scanned documents – is more readily available, supporting more timely assessments and improved delivery of patient care.

“Extended wait times are still plaguing our healthcare system, and moving to a digital environment is the first step to expediting overall patient turnaround times,” said Dave Wilson, vice president of Agfa HealthCare, Canada. “Advanced imaging technologies, such as IMPAX, will lay the groundwork for further IT deployments in the Northwest Territories and will enhance the delivery of patient care – ultimately getting us closer to making eHealth in Canada a reality.”

The IMPAX PACS project is set to be complete at the end of April, 2009, with the computed radiography projected for completion in June 2010.

Monday, March 16, 2009

MediSolution Ltd. to Be Acquired by Its Controlling Shareholder, Brookfield Asset Management Inc.

March 16, 2009

TORONTO, ONTARIO--(Marketwire - March 16, 2009) - MediSolution Ltd. (TSX:MSH) ("MediSolution") and Brookfield Asset Management Inc. (TSX:BAM)(NYSE:BAM)(EURONEXT:BAMA)("Brookfield") today announced that MediSolution has entered into an agreement with Brookfield to effect a going private transaction whereby Brookfield will acquire all of the outstanding common shares ("Shares") of MediSolution not already owned by Brookfield or its affiliates at a price of $0.30 per Share in cash, representing a total cash consideration of approximately $19 million.

The price of $0.30 per Share offered by Brookfield represents a premium of approximately 53.8% over the closing price of the Shares on the Toronto Stock Exchange (the "TSX") on March 13, 2009, the last day on which the Shares traded prior to the announcement of the proposed transaction, and a premium of approximately 54% over the 20-day average closing price of the Shares on the TSX.

The board of directors of MediSolution established a special committee of independent directors (the "Special Committee") to select an independent valuator, supervise the preparation of a formal valuation of the Shares and to consider the proposed transaction. The Special Committee selected Meyers Norris Penny LLP ("MNP"), Chartered Business Valuators and an independent member of the Horwath International Network, as the independent valuator. Subject to the analyses, assumptions, qualifications and limitations contained in the valuation, MNP reached the opinion that the fair market value of the Shares was in the range of $0.28 to $0.32 per Share. MNP also delivered a fairness opinion that the consideration offered under the proposed transaction is fair, from a financial point of view, to the minority shareholders of MediSolution.

Based on MNP's conclusions, among other matters considered, the Special Committee unanimously determined that the proposed transaction is in the best interests of MediSolution and is fair, from a financial point of view, to the shareholders of MediSolution other than Brookfield. In light of the conclusions of the Special Committee and MNP, among other matters considered, the board of directors of MediSolution has unanimously approved (with interested directors abstaining) the proposed transaction and recommends that shareholders vote in favour of the proposed transaction.

The proposed transaction will be effected through an amalgamation of MediSolution and a newly incorporated company wholly-owned by Brookfield. Pursuant to the amalgamation, each shareholder of MediSolution, other than Brookfield and its affiliates, will receive one redeemable preferred share of the amalgamated company for each Share held immediately prior to the amalgamation. Each redeemable preferred share will then be redeemed for $0.30 in cash. As at March 13, 2009, MediSolution had outstanding 158,292,332 Shares.

"A privatized MediSolution will be better positioned to focus on customers and to deliver improved products, leveraging Brookfield's significant financial resources and global platform," commented Mr. Paul Lepage, MediSolution's president and chief executive officer. "In addition, as a private company, MediSolution will incur lower administrative costs, having eliminated the expenses associated with being a publicly traded company."

A special meeting of shareholders of MediSolution will be held in early May 2009 to consider the proposed transaction. Completion of the proposed transaction is subject to customary conditions including, but not limited to, the approval of at least two-thirds of the votes cast by shareholders of MediSolution voting at the meeting and a simple majority of the votes cast by minority shareholders of MediSolution voting at the meeting and there being no material adverse change with respect to MediSolution. Assuming the satisfaction of all conditions, the proposed transaction is expected to close as soon as practicable following the special meeting of shareholders. However, there can be no assurances that the proposed transaction, or any other transaction with Brookfield, will be completed.

The terms and conditions of the proposed transaction, including copies of the formal valuation and fairness opinion prepared by MNP, will be detailed in a management information circular to be mailed to shareholders of MediSolution as soon as practicable.
About MediSolution

MediSolution (TSX:MSH), a Brookfield Asset Management company, is a leading information technology company, providing enterprise resource planning and specialized blood bank software, solutions and services to healthcare and service sector customers across North America. More than 300 healthcare, public and service sector organizations rely on MediSolution's systems to maximize their operational efficiencies, lower their costs and improve the delivery of services. The company's product portfolio is comprised of Financial Management software such as accounts receivable, budgeting and materials management, Business Intelligence solutions as well as Human Capital Management tools and services including human resources management, staff scheduling and payroll processing. The company also provides speciality hemovigilance solutions that improve patient safety, reduce waste and increase efficiency for blood transfusion services. For more information, please visit www.medisolution.com.

About Brookfield

Brookfield Asset Management Inc., focused on property, power and infrastructure assets, has approximately $80 billion of assets under management and is co-listed on the New York and Toronto Stock Exchanges under the symbol BAM and on NYSE Euronext under the symbol BAMA. For more information, please visit www.brookfield.com.


CONTACT INFORMATION:
MediSolution Ltd.
Paul Lepage
President and Chief Executive Officer
514-850-5040
info@medisolution.com

or

Brookfield Asset Management Inc.
Denis Couture
SVP, Investor Relations and Corporate
and International Affairs
416-956-5189
dcouture@brookfield.com

INDUSTRY: Computers and Software - Software, Medical and Healthcare - Medical Devices

Monday, March 2, 2009

Up to $1 billion in annual radiology cost savings and efficiencies uncovered across Canada

Health infrastructure investments offsetting shortage of radiologists

December 15, 2008 (Toronto, ON) - Canada’s investments in digital diagnostic imaging technology will generate between $850 million and $1 billion in annual radiology efficiencies and cost savings and have already increased productivity to a level equivalent to adding more than 500 radiologists to our health care system.

The findings are outlined in the Diagnostic Imaging Benefits Evaluation Report, an independent study commissioned by Canada Health Infoway (Infoway). The report highlights the various benefits Picture Archiving and Communications Systems (PACS) are providing to Canadians. It also uncovers the potential of electronic health record investments to help stimulate Canada’s challenging economy. Get the national perspective by reading the facts of the report. Learn more in the Diagnostic Imaging Benefits Evaluation Report Executive Summary or watch the video to see diagnostic imaging at work.

“At a time when the global economy is prompting world leaders to focus on economic stimulus, electronic health record projects are emerging as viable investment opportunities,” said Richard Alvarez, president and CEO, Canada Health Infoway. “That’s because electronic health records have the unique ability to stimulate job creation, improve health outcomes and save money, as evidenced with today’s report on the benefits of Canada’s diagnostic imaging investments. It comes as no surprise that U.S. President-elect Barack Obama recently indicated such investments would be part of his planned economic stimulus package.”

PACS digitizes diagnostic exams such as x-rays, MRIs, ultrasounds and CT images. The technology provides clinicians with the ability to collect, store, manage and access images regardless of where they are located, or where the test was conducted. PACS improves productivity for doctors, technologists and radiologists and significantly improves remote reporting capabilities. Learn more about Infoway’s diagnostic imaging investment program and how it’s helping to offset Canada’s physician shortage.

Other benefits include:

* 25 to 30 per cent increase in technologists’ productivity
* Elimination of up to 17,000 patient transfers annually through remote access to images
* Increased capacity of between 9 million and 11 million exams at current radiologist resource levels
* Up to $1 billion a year in health system savings and efficiencies once PACS is fully implemented across the country

Infoway projects that by March 31, 2009, 79 per cent of Canadians will be in a position to benefit from $340 million in PACS investments.

“As physician consultants, radiologists are in great demand,” says Dr. David Vickar, president of the Canadian Association of Radiologists. “PACS is a technological tool which can significantly enhance the management of our increasing caseloads.”

“The benefits of government investment in health care infrastructure are accruing,” added Alvarez. “Equipping our radiologists with electronic tools to make their work more efficient is helping to offset the physician shortage through boosted clinical productivity, which is also addressing patient wait times. Cost savings are also being realized thanks to reduced patient transfers, fewer duplicate exams and the elimination of film. Once these systems are fully in place across Canada, the benefits to the health care system will reach up to $1 billion a year.”

Canada Health Infoway is an independent, not-for-profit organization funded by the federal government. Infoway jointly invests with every province and territory to accelerate the development and adoption of electronic health record projects in Canada. Fully respecting patient confidentiality, these secure systems will provide clinicians and patients with the information they need to better support safe care decisions and manage their own health. Accessing this vital information quickly will help foster a more modern and sustainable health care system for all Canadians.