Inverness Announces Successful Completion of Tender Offer for Biosite
June 26 2007 - 8:49AM
Business Wire
Inverness Medical Innovations Inc. (AMEX: IMA) today announced the
successful completion of its tender offer for the outstanding
shares of Biosite Incorporated (NASDAQ: BSTE), the initial tender
period for which expired at midnight, New York City time, on
Monday, June 25, 2007. 15,759,794 shares representing approximately
87.6% of Biosite�s outstanding common stock were tendered and not
withdrawn prior to the expiration of the initial tender offer
period, including 2,045,999 shares representing approximately 11.4%
of Biosite�s outstanding common stock which were tendered by notice
of guaranteed delivery. The tendered shares, together with the
750,000 shares that Inverness currently owns represent
approximately 91.7% of Biosite common stock. All shares that were
validly tendered and not withdrawn have been accepted for purchase.
Inverness will provide a subsequent offering period which will
expire at midnight, New York City time, on Thursday, June 28, 2007
(the end of the day on Thursday), unless further extended. During
this subsequent offering period, Biosite stockholders who did not
previously tender their shares into the offer may do so and will
promptly receive the same $92.50 per share cash consideration paid
during the initial offering period. The guaranteed delivery
procedures may not be used during the subsequent offering period
and shares tendered during the subsequent offering period may not
be withdrawn. After expiration of the subsequent offering period,
Inverness expects to complete the acquisition of Biosite through a
short-form merger under Delaware law in which shares of Biosite
common stock not purchased in the tender offer will be converted
into the right to receive $92.50 per share in cash, without
interest. Pursuant to the merger, Biosite will become a wholly
owned subsidiary of Inverness and shares of Biosite�s common stock
will cease to be traded on the Nasdaq Global Select Market. In
order to facilitate its purchase of Biosite shares, Inverness
accepted for purchase $150.0 million of its 8.75% Senior
Subordinated Notes due 2012 (the �Notes�) pursuant to its
previously announced cash tender offer and consent solicitation
(the �Bond Tender�). Inverness anticipates that it will purchase
the Notes today for a purchase price of approximately $164.1
million, which includes accrued interest. Inverness financed the
Biosite tender offer, and expects to finance the short-form merger,
with cash and the proceeds from a $1.05 billion first lien loan
facility, consisting of a $900 million term loan and a $150 million
revolving credit line, and a $200 million second lien term loan,
both of which were consummated on June 26, 2007. The loan
facilities were syndicated by General Electric Capital Corporation
and UBS Securities LLC. Advisors: UBS Investment Bank is acting as
financial advisor to Inverness as well as serving as dealer manager
for the Biosite tender offer and the Bond Tender. 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 in the Biosite
and Bond Tenders, Foley Hoag LLP is acting as counsel to Inverness
in its credit facilities 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. Additional Information About the Proposed
Transaction and Where to Find It: This press release is neither an
offer to purchase nor a solicitation of an offer to sell shares of
Biosite. 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. Inverness and its acquisition
subsidiary have filed tender offer materials with the U.S.
Securities and Exchange Commission (SEC), and Biosite has filed 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 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) 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 Incorporated, 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 SEC at
1-800-SEC-0330 for further information on the public reference
room. Biosite�s and Inverness� 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.
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