Biosite Determines That Offer From Inverness Constitutes a 'Superior Proposal'
April 26 2007 - 12:54AM
PR Newswire (US)
Beckman Coulter Has Right to Match Offer Under Merger Agreement SAN
DIEGO, April 25 /PRNewswire-FirstCall/ -- Biosite Incorporated
(NASDAQ:BSTE) today announced that it has received a binding offer
from Inverness Medical Innovations, Inc. (AMEX:IMA) to enter into a
merger transaction pursuant to which Inverness would acquire 100%
of the outstanding shares of common stock of Biosite, other than
Biosite shares already owned by Inverness, for $90.00 per share in
cash. The offer includes a merger agreement signed by Inverness,
and was accompanied by copies of signed (and further revised)
commitment letters from Inverness' proposed financing sources.
Inverness' offer states that the offer is irrevocable and will
remain open until 11:59 p.m., Pacific Daylight Time, on Wednesday,
May 2, 2007. Complete copies of the offer, the merger agreement
signed by Inverness and the revised commitment letters are being
filed with the SEC as exhibits to Amendment No. 10 to Biosite's
Schedule 14D-9 relating to Biosite's existing merger agreement
dated March 24, 2007 with Beckman Coulter, Inc. (NYSE:BEC). Biosite
also announced that its Board of Directors has determined that the
binding offer from Inverness constitutes a "Superior Proposal" as
defined in the existing merger agreement between Beckman Coulter
and Biosite. Pursuant to the terms of the existing merger agreement
with Beckman Coulter, Biosite has transmitted to Beckman Coulter a
written notice of Biosite's current intention to terminate the
Beckman Coulter merger agreement and accept the Inverness Superior
Proposal after 12:01 a.m., Pacific Daylight Time, on Wednesday, May
2, 2007. While the Biosite Board has not at this time effected a
"Company Change in Recommendation" as defined in the merger
agreement with Beckman Coulter, Biosite has transmitted to Beckman
Coulter a written notice of the Biosite Board's current intention
to effect a Company Change in Recommendation in support of the
Inverness Superior Proposal after 12:01 a.m., Pacific Daylight
Time, on Wednesday, May 2, 2007. Beckman Coulter has until 12:01
a.m., Pacific Daylight Time, on Wednesday, May 2, 2007 to make a
binding offer that the Biosite Board determines is at least as
favorable to Biosite's stockholders as the Superior Proposal made
by Inverness. Absent agreement on a revised transaction with
Beckman Coulter, Biosite intends to terminate the Beckman Coulter
merger agreement and enter into the proposed Inverness merger
agreement. In the event Biosite so terminates the Beckman Coulter
merger agreement, Beckman Coulter would be entitled to a $50
million termination fee from Biosite. The offer from Inverness
provides that, immediately after the execution of the Inverness
merger agreement by Biosite, Inverness will make a payment to
Biosite in an amount equal to the termination fee paid by Biosite
to Beckman Coulter. As previously announced, a subsidiary of
Beckman Coulter has commenced a cash tender offer to acquire all of
Biosite's outstanding shares of common stock for $85.00 per share.
Unless the tender offer is extended, it and any withdrawal rights
to which Biosite's stockholders may be entitled will expire at
12:00 midnight, New York City time, on Friday, April 27, 2007 (the
end of the day on Friday). Because Beckman Coulter has until 12:01
a.m., Pacific Daylight Time, on Wednesday, May 2, 2007 to make the
binding offer described above, if Beckman Coulter does not itself
elect to extend its tender offer, Biosite intends to cause Beckman
Coulter to extend the tender offer so that it would expire no
sooner than 11:59 p.m., Pacific Daylight Time, on Wednesday, May 2,
2007. Goldman Sachs is acting as financial advisor to Biosite and
Cooley Godward Kronish LLP and Potter Anderson & Corroon LLP
are serving as legal advisors. About Biosite Biosite Incorporated
is a leading bio-medical company commercializing proteomics
discoveries for the advancement of medical diagnosis. The company's
products contribute to improvements in medical care by aiding
physicians in the diagnosis of critical diseases and health
conditions. The Biosite Triage(R) rapid diagnostic tests are used
in more than 70 percent of U.S. hospitals and in more than 60
international markets. Information on Biosite can be found at
http://www.biosite.com/. Forward Looking Statements This press
release contains forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. These statements
are based on current expectations, forecasts and assumptions.
Actual results could differ materially from those anticipated by
these forward-looking statements as a result of a number of
factors, some of which may be beyond Biosite's control. For a list
and description of risks and uncertainties associated with
Biosite's businesses, see Biosite's reports filed with the
Securities and Exchange Commission (SEC), including the "Risk
Factors" section in its most recent annual report on Form 10-K
filed with the SEC. Biosite disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law. Additional Information and Where To Find It
Stockholders of Biosite are urged to read the relevant tender offer
documents because they contain important information that
stockholders should consider before making any decision regarding
tendering their shares. Beckman Coulter and its acquisition
subsidiary have filed tender offer materials with the SEC, and
Biosite has filed a Solicitation/Recommendation Statement with
respect to the tender offer. The tender offer materials (including
an Offer to Purchase, a related Letter of Transmittal and certain
other offer documents) and the Solicitation/Recommendation
Statement contain important information, which should be read
carefully before any decision is made with respect to the tender
offer. The Offer to Purchase, the related Letter of Transmittal and
certain other offer documents, as well as the
Solicitation/Recommendation Statement, are available to all
stockholders of Biosite at no expense to them. The tender offer
materials and the Solicitation/Recommendation Statement are
available for free at the SEC's website at http://www.sec.gov/. In
addition, stockholders are able to obtain a free copy of these
documents from (i) Beckman Coulter by mailing requests for such
materials to: Beckman Coulter, Inc., Office of Investor Relations
(M/S A-37-C), 4300 N. Harbor Blvd., P.O. Box 3100, Fullerton, CA
92834 and (ii) Biosite by mailing requests for such materials to:
Investor Relations, Biosite, 9975 Summers Ridge Road, San Diego,
California 92121. In addition to the tender offer materials
described above, Biosite and Beckman Coulter file annual, quarterly
and special reports, proxy statements and other information with
the SEC. You may read and copy any reports, statements or other
information filed by Biosite or Beckman Coulter at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. Biosite's and Beckman Coulter's filings
with the SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the
SEC at http://www.sec.gov/. DATASOURCE: Biosite Incorporated
CONTACT: Nadine Padilla, Vice President, Corporate & Investor
Relations of Biosite Incorporated, +1-858-805-2820; or Joele Frank
or Dan Katcher, both of Joele Frank, Wilkinson Brimmer Katcher,
+1-212-895-8627, for Biosite Incorporated Web site:
http://www.biosite.com/ Company News On-Call:
http://www.prnewswire.com/comp/116737.html
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