Biosite Determines That Revised Binding Offer From Inverness Constitutes a 'Superior Proposal'
May 14 2007 - 10:41PM
PR Newswire (US)
Beckman Coulter Has Right to Match Offer Under Merger Agreement SAN
DIEGO, May 14 /PRNewswire-FirstCall/ -- Biosite Incorporated
(NASDAQ:BSTE) today announced that its Board of Directors has
received a revised binding offer from Inverness Medical
Innovations, Inc. (AMEX:IMA) to acquire, by way of a cash tender
offer, 100% of the outstanding shares of common stock of Biosite
not already owned by Inverness. The price contemplated by the
Inverness offer is $92.50 per share in cash, plus if the
"Acceptance Time" of the Inverness tender offer (as defined in the
proposed Inverness merger agreement) does not occur on or prior to
the date that is 45 days from the date of the Inverness merger
agreement (or the next succeeding business day) (the "Target
Date"), an amount of cash equal to $0.015205 per day for each day
during the period commencing on the day following the Target Date
through the Acceptance Time of the Inverness tender offer. The
Inverness offer includes a merger agreement signed by Inverness,
and was accompanied by copies of signed (and revised) commitment
letters from Inverness' proposed financing sources. Inverness'
offer states that the offer is irrevocable and will remain open
until 5:00 p.m., Pacific Daylight Time, on Friday, May 18, 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. 17 to Biosite's Schedule 14D-9
relating to Biosite's existing merger agreement 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 Friday, May 18, 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 Friday, May
18, 2007. Beckman Coulter has until 12:01 a.m., Pacific Daylight
Time, on Friday, May 18, 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 $54 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 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). 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, 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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