Inverness Confirms Proposal to Acquire Biosite for $90.00 Per Share in Cash
April 05 2007 - 2:04PM
Business Wire
Inverness Medical Innovations, Inc. (Amex:IMA), a leading
manufacturer and marketer of rapid diagnostic products for the
consumer and professional markets, confirmed today its proposal to
acquire Biosite(R) Incorporated (Nasdaq: BSTE) in a cash merger
transaction for $90.00 per share. Commenting on the proposal, Ron
Zwanziger, Chairman, President and Chief Executive Officer of
Inverness said, �We expect that a combination with Biosite would be
immediately accretive to Inverness� cash-based EPS, and would make
for a powerful long-term strategic fit by enabling us to leverage
Biosite�s strength in proprietary protein markers and robust
cardiovascular platform together with our ongoing research and
development efforts in the cardiac arena. This transaction is
consistent with our strategy of identifying uniquely promising
leaders in diagnostics and successfully integrating them into our
growing portfolio of diagnostic solutions.� Mr. Zwanziger
continued, �After ten months of careful review and unsuccessful
outreach efforts to Biosite�s management team and Board, we came to
the conclusion that we had no choice but to make our intentions
absolutely clear. While we have serious concerns regarding the
integrity of a supposedly competitive bidding process that would
lead Biosite�s management to enter into a preemptive merger
agreement with another party rather than fully explore a
combination with us, we are hopeful that Biosite�s Board will
respond favorably to our superior proposal and recognize the
fiduciary duty they owe to their stockholders to do so. We have all
the necessary financing commitments and are prepared to complete
confirmatory due diligence in two full business days, and we look
forward to completing a transaction as expeditiously as Biosite and
its Board will allow.� As of April 5, Inverness owned approximately
4.7% of Biosite�s outstanding common stock. Covington Associates
and UBS Investment Bank are acting as financial advisors to
Inverness. Goodwin Procter LLP is serving as legal counsel to
Inverness. About Inverness: Inverness Medical Innovations, Inc. is
a leading developer of advanced diagnostic devices and is presently
exploring new opportunities for its proprietary electrochemical and
other technologies in a variety of professional diagnostic and
consumer-oriented applications including immuno-diagnostics with a
focus on women's health, cardiology and infectious disease. The
Company's new product development efforts, as well as its position
as a leading supplier of consumer pregnancy and fertility/ovulation
tests and rapid point-of-care diagnostics, are supported by the
strength of its intellectual property portfolio. Inverness is
headquartered in Waltham, Massachusetts. For additional information
on Inverness Medical Innovations, Inc., please visit our website at
www.invernessmedical.com. This press release may contain
forward-looking statements within the meaning of the federal
securities laws. These statements reflect Inverness� current views
with respect to future events and are based on management's current
assumptions and information currently available. Actual results may
differ materially due to numerous factors including, without
limitation, risks associated with the timing of and costs of
financing commitments and general competitive factors, market and
economic conditions generally, the demand for the acquired
products, the ability of Inverness to successfully develop and
commercialize the acquired products, the risks and uncertainties
described in Inverness� annual report on Form 10-K, as amended, for
the period ended December 31, 2006, and other factors identified
from time to time in its periodic filings with the Securities and
Exchange Commission. Risks and uncertainties relating to the
proposed transaction include without limitation the risks that:
Biosite will not terminate its merger agreement with Beckman
Coulter; Biosite will not enter into any definitive agreement with
Inverness or, if entered into, that the terms of any agreement will
be materially different from those described above; Inverness will
not obtain the requisite debt financing for the transaction; the
anticipated benefits of the transaction will not be realized; the
changes to infrastructure will not be realized or will cost more
than anticipated; Inverness� financial results will be different
from those anticipated when the effects on cash-based EPS were
calculated; the closing conditions to any transaction that may be
entered into are not realized; and the proposed transactions will
not be consummated. Inverness undertakes no obligation to update
any forward-looking statements contained herein. Additional
Information About the Proposed Transaction and Where to Find It:
This material relates to a business combination transaction with
Biosite proposed by Inverness, which may become the subject of a
proxy statement filed with the Securities and Exchange Commission
(�SEC�). This material is not a substitute for the proxy statement
that Biosite would file with the SEC if any agreement is reached.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND ALL OTHER RELEVANT DOCUMENTS IF, AND WHEN, THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
All such documents, if filed, would be available free of charge at
the SEC�s website (www.sec.gov) or by directing a request to
Biosite, 11030 Roselle St., San Diego, CA 92121 (619) 455-4808.
Participants in any solicitation that may occur in the event
Inverness and Biosite enter into the proposed cash merger
transaction: In the event a transaction is entered into by and
between Inverness and Biosite, Biosite and its directors, executive
officers and other employees may be deemed to be participants in
any solicitation of Biosite shareholders in connection with the
proposed transaction. Information about Biosite�s directors and
executive officers is available in Biosite�s proxy statement for
its 2006 annual meeting of stockholders, as filed with the SEC on
April 28, 2006.
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