The Deal: Becton, Dickinson and Company has agreed to acquire the 95 percent stake in Tripath Imaging Inc. that it does not already own for approximately $350 million. Under the terms of the agreement, Becton, Dickinson and Co. will pay $9.25 per share. At that price, the deal would value 100 percent of the company at about $355.7 million. TriPath has agreed to pay a termination fee of $12.25 million under certain conditions if the deal does not close. Certain TriPath executives, including CEO Paul Sohmer, will receive bonus payments if the deal is concluded by the end of the first quarter of 2007 and additional retention bonuses for remaining with the company after the merger. The deal still requires approvals from TriPath shareholders and regulatory agencies.

Discussion: TriPath Imaging develops equipment used for cervical cancer screenings. The company’s products include equipment pre-screening Pap smears, slide preparation systems, and systems for cell collection, preservation, and transportation.

Becton, Dickinson and Co. make medical equipment, including drug delivery systems, infusion therapy devices, and surgical blades. The company is one of the top manufacturers of syringes in the world. Becton, Dickinson also makes diagnostic products, medical data systems, and offers consulting services. TriPath is already working with Becton, Dickinson on developing cancer diagnostic tests. After the deal closes, TriPath will operate as a subsidiary of Becton, Dickinson.