Inverness to Acquire Biosite via Cash Tender at $92.50 Per Share
May 17 2007 - 6:24PM
Business Wire
Inverness Medical Innovations, Inc. (Amex: IMA) and Biosite
Incorporated (Nasdaq: BSTE) today announced that they have entered
into a definitive merger agreement under which Inverness will
acquire all of Biosite�s outstanding common stock not already owned
by Inverness in a cash tender offer for $92.50 per share.
Commenting on the execution of the merger agreement, Ron Zwanziger,
Chairman, President and Chief Executive Officer of Inverness, said,
�After many months of hard work and dedication, we are gratified to
have reached an agreement with Biosite that maximizes value for
their stockholders while offering the advantages and growth
potential of this powerful strategic combination to our own
stockholders. We expect that a combination with Biosite will be
accretive to Inverness� cash-based EPS in the near term as we
quickly leverage Biosite�s strength in proprietary protein markers
and robust cardiovascular platform together with our ongoing
research and development efforts in the cardiac arena.� Zwanziger
continued, �Inverness has great respect and admiration for Biosite,
including its business, products, R&D efforts, operations and
employees, and we look forward to working closely with Biosite as
we consummate this transaction and begin what we anticipate to be a
smooth integration process.� Biosite's Chairman and Chief Executive
Officer, Kim Blickenstaff, stated, �Our agreement with Inverness
provides an increased all cash premium to our stockholders and
reflects Inverness� strong commitment to the transaction.
Inverness� interest in the company is a testament to the value our
loyal and dedicated employees have created and I would like to
thank them for their commitment and hard work. We look forward to
working with Inverness to complete the transaction as expeditiously
as possible.� Prior to entering into the merger agreement with
Inverness, Biosite terminated the merger agreement it previously
entered into with Beckman Coulter and its acquisition subsidiary in
accordance with its terms. Inverness will promptly commence a
tender offer for all of Biosite's outstanding common stock not
already owned by Inverness. The offer is conditioned upon at least
a majority of the outstanding Biosite shares, determined on a fully
diluted basis, being tendered, as well as the satisfaction of
regulatory and other customary conditions. Approval of the
transaction by Inverness� stockholders is not required. In the
event that the tender offer is not closed by July 3, 2007,
Biosite�s shareholders will receive $0.015205 per share for each
day following July 3, 2007 until the date on which the tender offer
is closed. The transaction is currently expected to close at the
end of the second quarter or the beginning of the third quarter of
2007. Advisors: UBS Investment Bank is acting as financial advisor
to Inverness as well as serving as dealer manager for the proposed
tender offer. Covington Associates is acting as financial advisor
to Inverness and Goldman, Sachs & Co. is acting as financial
advisor to Biosite. Goodwin Procter LLP is serving as legal counsel
to Inverness and Cooley Godward Kronish LLP and Potter Anderson
& Corroon LLP are serving as legal counsel to Biosite. 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. 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 www.biosite.com.
Forward-Looking Statements: This press release may contain
forward-looking statements within the meaning of the federal
securities laws. These statements reflect Inverness� and Biosite�s
current views with respect to future events and are based on their
respective managements� current assumptions and information
currently available. Actual results may differ materially due to
numerous factors including, without limitation, risks associated
with general competitive factors, market and economic conditions
generally, the demand for the acquired products, the ability of
Inverness and Biosite 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 Biosite�s quarterly report on Form 10-Q
for the period ended March 31, 2007, and other factors identified
from time to time in their respective periodic filings with the
Securities and Exchange Commission (the �SEC�). Risks and
uncertainties relating to the proposed transaction include, without
limitation: volatility in the market price of Biosite�s common
shares; the lack of assurance that regulatory approvals or
exemptions will be obtained or the proposed offer conditions will
be satisfied; the extent to which holders of common shares
determine to tender their shares to the Inverness offer; Inverness
will not obtain the requisite debt financing for the transaction,
or if obtained and the proposed transaction is consummated,
Inverness would significantly increase its level of indebtedness;
the anticipated benefits, including synergies and accretion, of the
transaction will not be realized; the closing conditions to any
transaction that may be entered into are not realized; and the
proposed transactions will not be consummated. These
forward-looking statements speak only as of the date of this press
release, and neither Inverness nor Biosite undertake any obligation
to update or revise any forward-looking statements contained
herein. Additional Information About the Proposed Transaction and
Where to Find It: This report is neither an offer to purchase nor a
solicitation of an offer to sell shares of Biosite. The tender
offer for the shares of Biosite by Inverness has not commenced.
Stockholders of Biosite are urged to read the relevant tender offer
documents when they become available because they will contain
important information that stockholders should consider before
making any decision regarding tendering their shares. At the time
the offer is commenced, Inverness and its acquisition subsidiary
will file tender offer materials with the U.S. Securities and
Exchange Commission (SEC), and Biosite will file a
Solicitation/Recommendation Statement with respect to the 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 will 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,
will be made available to all stockholders of Biosite at no expense
to them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for
free at the SEC�s website at http://www.sec.gov. In addition,
stockholders will be able to obtain a free copy of these documents
(when they become available) from (i) Inverness by mailing requests
for such materials to: Investor Relations Department, 51 Sawyer
Road, Suite 200, Waltham, MA 02453 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
Offer to Purchase, the related Letter of Transmittal and certain
other offer documents, as well as the Solicitation/Recommendation
Statement, Biosite and Inverness 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 Inverness at the SEC public reference room at
100 F Street, N.E., Washington, D.C. 20549. Please call the
Commission at 1-800-SEC-0330 for further information on the public
reference room. Biosite�s and Inverness� filings with the
Commission are also available to the public from commercial
document-retrieval services and at the website maintained by the
Commission at http://www.sec.gov.
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