Nipro Corporation and Home Diagnostics, Inc. Announce Successful Completion of Tender Offer for Shares of Home Diagnostics, Inc
March 12 2010 - 8:35AM
Business Wire
Nipro Corporation (Tokyo Stock Exchange and Osaka Stock Exchange
Ticker Code 8086) and Home Diagnostics, Inc. (NASDAQ: HDIX) today
announced the successful completion of the offer to purchase all
outstanding shares of the common stock of Home Diagnostics, Inc. by
Nipro’s wholly-owned subsidiary, Nippon Product Acquisition
Corporation (the “Purchaser”).
The offer expired at 12:00 midnight, New York City time, on
March 11, 2010. Based on information provided by Wells Fargo Bank,
National Association, the depositary for the offer,
16,293,824 Home Diagnostics shares (including 374,405
shares tendered pursuant to guaranteed delivery procedures) were
validly tendered and not withdrawn immediately prior to the
expiration of the offer. The tendered shares represent
approximately 95.85% of Home Diagnostics’ outstanding
shares. All shares that were validly tendered and not withdrawn
immediately prior to the expiration of the offer have been accepted
by the Purchaser for payment. The Purchaser will pay for all such
shares promptly.
The Purchaser intends to promptly effect the a short-form merger
under Delaware law pursuant to which Home Diagnostics will become a
wholly-owned subsidiary of Nipro. As a result of the merger, all
outstanding shares of Home Diagnostics common stock (other than any
(i) treasury shares, shares held by any Home Diagnostics subsidiary
or shares held by Nipro or any of its subsidiaries and (ii) shares
held by a holder who has not voted in favor of or consented to the
merger and who has properly demanded and perfected the holder’s
appraisal rights under Delaware law) will be cancelled and cease to
be outstanding and will be converted into the right to receive
$11.50 in cash, without interest and less any required withholding
taxes.
Following the merger, Home Diagnostics’ shares will cease to be
traded on the Nasdaq Global Select Market and Home Diagnostics no
longer will be required to file with the U.S. Securities and
Exchange Commission certain information and periodic reports.
About Nipro Corporation
Nipro Corporation (Tokyo Stock Exchange and Osaka Stock Exchange
Ticker Code 8086), founded in 1954, is engaged directly and through
its subsidiaries principally in the development, manufacture and
sale of medical devices, pharmaceutical products and medical and
glass products. Nipro’s medical device division is engaged in the
manufacture and sale of medical devices and its related products,
the development, manufacture and sale of cell culturing-related
products, as well as the development and sale of diabetes-related
products. Nipro also currently markets its own insulin pump through
its U.S. diabetes division. Nipro’s pharmaceutical division is
engaged in the research, manufacture and sale of pharmaceuticals,
such as blood derivatives. The instrument division of Nipro
manufactures and sells glass pipes and other glass products,
including the inner bottles of thermos bottles. Nipro and its
subsidiaries also sell medical device manufacturing equipment and
conduct real estate leasing and non-life insurance agency
businesses. For more information please visit www.nipro.co.jp.
About Home Diagnostics
Based in Fort Lauderdale, Florida, Home Diagnostics (NASDAQ:
HDIX) is a leading developer, manufacturer and marketer of diabetes
management products. Home Diagnostics offers a portfolio of
high-quality blood glucose monitoring systems that spans the
spectrum of features and benefits to help every person with
diabetes better monitor and manage their disease. The Home
Diagnostics product line includes TRUE2go™, TRUEresult®,
TRUEtrack®, TRUEbalance™, Sidekick®, TRUEread® and Prestige IQ®
blood glucose monitoring systems. The products are available in
more than 45,000 pharmacies throughout the U.S. Home Diagnostics is
the exclusive co-brand supplier of blood glucose monitoring systems
for leading pharmacies including CVS, Rite Aid and Walgreens, as
well as distributors such as AmerisourceBergen, Cardinal Health,
McKesson, Invacare and Liberty Medical. Home Diagnostics was named
one of Forbes magazine’s “200 Best Small Companies” in 2008, and in
2009 received several recognitions for the company’s TRUE2go blood
glucose meter, including a Medical Design Excellence Award
(MDEA) and a Gold Award in the Medical/Test Equipment category
as part of appliance DESIGN Magazine’s 22nd Annual Excellence in
Design (EID) Awards Competition. For more information please
visit www.homediagnostics.com.
Forward-looking statements
The statements made in this press release which are not
historical facts are forward-looking statements. As a result of a
number of factors, actual results could differ materially from
those set forth in the forward-looking statements. Factors that
might cause actual results to differ materially from those in the
forward-looking statements include those factors set forth under
the heading “Risk Factors” in Home Diagnostics’ annual report on
Form 10-K for the year ended December 31, 2008. The
forward-looking statements are made only as of the date of press
release. Except as otherwise required by law, Nipro and Home
Diagnostics each specifically disclaim any obligation to update any
of these forward-looking statements.
TRUE2go, TRUEresult, TRUEbalance, TRUEtrack, Sidekick, TRUEread,
Prestige IQ, TRUEfill and TRUEtest are trademarks of Home
Diagnostics. All other trademarks are property of their respective
owners.
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