Biosite Receives Revised Offer From Inverness Medical Regarding Possible Cash Tender Offer
May 10 2007 - 8:30AM
PR Newswire (US)
SAN DIEGO, May 10 /PRNewswire-FirstCall/ -- Biosite Incorporated
(NASDAQ:BSTE) today announced that it has received a letter from
Inverness Medical Innovations, Inc. (AMEX:IMA) contemplating an
offer by Inverness to purchase, by way of a cash tender offer, 100%
of the outstanding shares of common stock of Biosite not already
owned by Inverness for $92.50 per share in cash. The letter was
accompanied by a merger agreement signed by Inverness and copies of
signed commitment letters from Inverness' proposed financing
sources. The letter from Inverness states that Inverness may
withdraw its offer in the event that Biosite does not make a public
announcement by 5:00 p.m., Pacific Daylight Time, on Thursday, May
10, 2007, to the effect that, among other things, the Biosite Board
of Directors has determined that the Inverness offer constitutes a
superior proposal (as defined in the existing merger agreement
between Biosite and Beckman Coulter, Inc. (NYSE:BEC)). In addition,
the letter from Inverness states that Inverness may withdraw its
offer in the event that Biosite fails to transmit a written notice
to Beckman Coulter by 5:00 p.m., Pacific Daylight Time, on
Thursday, May 10, 2007, stating that the matching period (as
defined in the existing merger agreement between Biosite and
Beckman Coulter) shall expire no later than 11:59 p.m., Eastern
Daylight Time, on Tuesday, May 15, 2007. The letter from Inverness
further contemplates that, in the event that the Inverness offer
has not been withdrawn, the offer will remain open until 8:00 a.m.,
Eastern Daylight Time, on Wednesday, May 16, 2007. Complete copies
of the letter from Inverness, the merger agreement signed by
Inverness and the revised commitment letters are being filed with
the SEC as exhibits to Amendment No. 15 to Biosite's Schedule 14D-9
relating to Biosite's existing merger agreement with Beckman
Coulter. The Biosite Board is evaluating Inverness' offer, with the
assistance of its financial advisor, Goldman Sachs & Co., and
its legal advisors, Cooley Godward Kronish LLP and Potter Anderson
& Corroon LLP. As previously announced, a subsidiary of Beckman
Coulter has commenced a cash tender offer pursuant to which such
subsidiary is offering to acquire all of Biosite's outstanding
shares of common stock for $90.00 per share. Unless the tender
offer is extended by Beckman Coulter, it and any withdrawal rights
to which Biosite's stockholders may be entitled will expire at
12:00 midnight, New York City time, on Tuesday, May 15, 2007 (the
end of the day on Tuesday). 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, +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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