PALO ALTO, Calif., and
SEATTLE, Sept. 19, 2011 /PRNewswire/ -- Varian Medical
Systems, Inc., (NYSE: VAR) and Calypso Medical Technologies, Inc.,
today announced they have signed a definitive agreement under which
Varian will acquire Calypso, a privately-owned, Seattle-based developer and supplier of
specialized products and software for real-time tumor tracking and
motion management during radiosurgery and radiotherapy. The
acquisition, which is anticipated to close in early October subject
to the satisfaction of certain closing conditions, provides that
Varian will pay approximately $10
million for Calypso plus potential earnouts based on unit
sales of Calypso products achieved beyond thresholds over the next
30 months.
"With Calypso's technology, Varian will be able to offer cancer
treatment centers real-time, non-ionizing tumor tracking tools for
enhancing the precision of their treatments," said Timothy E. Guertin, president and CEO of Varian
Medical Systems. "These products are a perfect complement
for Varian's motion management technology, including our TrueBeam™
platform, respiratory gating and dynamic imaging tools for highly
focused radiosurgery. These products should enhance Varian's
growth as we integrate them and make them more broadly available to
the clinical community through our global marketing and sales
channels."
The Calypso® System features GPS for the Body® technology and
Beacon® electromagnetic transponders that together currently
provide a solution to continuously and accurately track target
location to improve precision of prostate cancer treatments.
The transponders are implanted into the prostate or prostatic
bed and then tracked with the 4D localization and tracking system
so that beams can be precisely delivered to targeted tumors during
radiotherapy and radiosurgery with medical linear accelerators such
as Varian's TrueBeam platform. "The confidence gained from
this system supports accelerated, hypofractionated treatments of
the prostate where dose escalation requires confirmation of target
location at all times," said Guertin. "We believe this
technology could support a change in clinical practice to broader
acceptance and use of radiosurgery for treating prostate
cancer."
The U.S. Food and Drug Administration (FDA) also has granted
Calypso investigational device exemption (IDE) approval for its
clinical study evaluating real-time tracking of lung cancer tumors
during radiation delivery. This study utilizes a proprietary
transponder that includes an anchoring feature uniquely designed to
lock into lung tissue to support very precise radiosurgery
procedures. "If cleared by regulatory authorities, we are
optimistic that this will globally impact the ability to target
challenging lung tumors with accuracy and precision required to
advance clinical outcomes," said Guertin.
"We are extremely gratified by the confidence and promise of
this acquisition by Varian. It provides a tremendous opportunity to
leverage our GPS for the Body technology as broadly as possible,"
said Edward Vertatschitsch, Ph.D.,
president and CEO of Calypso Medical. "Motion management is
critical to accurately targeting the cancer so patients can
experience the curative benefits of radiation therapy while
protecting adjacent healthy tissue. We believe our real-time
tracking capabilities will help to close the gap on this clinical
challenge and I look forward to joining the Varian team to advance
innovations in these areas."
"We are looking forward to having some of the world's technical
thought leaders in tumor tracking from Calypso join with us so that
we can work together to develop and deploy this technology for more
disease sites." Guertin added.
The Calypso business currently generates more than $15 million in annual revenues from sales and
service of its products. Calypso currently has an installed
base of more than 110 systems in North
America and Europe.
The tracking system has been used in the treatment of an
estimated 10,000 patients for cancer of the prostate.
It is expected that the Calypso business will be integrated into
Varian's Oncology Systems segment and will continue to operate in
Seattle. Including
transaction and integration costs, Varian anticipates that the
Calypso acquisition will be slightly dilutive to earnings per
diluted share in fiscal year 2012. The acquisition includes
Calypso's intellectual property portfolio with some 90 current or
pending patents.
About Varian Medical Systems
Varian Medical Systems, Inc., of Palo
Alto, California, is the world's leading manufacturer of
medical devices and software for treating cancer and other medical
conditions with radiotherapy, radiosurgery, and brachytherapy. The
company supplies informatics software for managing comprehensive
cancer clinics, radiotherapy centers and medical oncology
practices. Varian is a premier supplier of tubes and digital
detectors for X-ray imaging in medical, scientific, and industrial
applications and also supplies X-ray imaging products for cargo
screening and industrial inspection. Varian Medical Systems employs
approximately 5,700 people who are located at manufacturing sites
in North America, Europe, and China and approximately 70 sales and support
offices around the world. For more information, visit
http://www.varian.com or follow us on Twitter.
About Calypso Medical Technologies, Inc.
Calypso Medical is a privately held medical device company
headquartered in Seattle. Its
proprietary tumor localization system is designed for
body-wide cancers commonly treated with radiation. Utilizing
miniaturized, non-ionizing implanted devices called Beacon
electromagnetic transponders, the Calypso System continuously and
accurately tracks the location of cancerous tumors for the improved
precision and safe management of radiation for cancer treatment.
The real-time position and motion information provided by the
Calypso System offers objective reassurance that radiation
treatment is delivered precisely to the prescribed target and not
to surrounding healthy tissue, thereby improving safety and
eliminating unnecessary radiation exposure to patients. Additional
information can be found at www.calypsomedical.com.
Forward Looking Statements:
Except for historical information, this news release contains
"forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Statements concerning
industry and market outlook, including customer demand and
acceptance of products or technology for radiotherapy and
radiosurgery; the outlook for certain geographic regions and
markets; growth drivers; the outlook for our orders, sales,
backlog, or earnings growth; future financial results and any
statements using the terms "will," "expect," "anticipates,"
"enable," "should," "plans," or similar terms are
forward-looking statements that involve risks and uncertainties
that could cause our actual results to differ materially from those
anticipated. Such risks and uncertainties include the ability to
effectively integrate the products of Calypso into our product
offerings and sales and marketing operations; the ability to retain
the services of key Calypso personnel; demand for our and
Calypso's products; our ability to develop and commercialize new
products or new indications for commercially available products;
the impact of competitive products and pricing; our ability to
maintain or increase operating margins; our ability to protect our
intellectual property; the risk of operations interruptions due to
events beyond our control; and the other risks listed from time to
time in our filings with the Securities and Exchange Commission. We
assume no obligation to update or revise the forward-looking
statements in this release because of new information, future
events, or otherwise.
FOR INFORMATION CONTACT:
Varian Medical Systems
Meryl Ginsberg, 650-424-6444
Calypso Medical Technologies
Lorraine Marshall Wright,
206-330-2621
SOURCE Varian Medical Systems