Healthcare Industry News: Beckman Coulter
News Release - April 26, 2007
Beckman Coulter Acknowledges Receipt of Notice from BiositeFULLERTON, Calif., April 26 (HSMN NewsFeed) -- Beckman Coulter, Inc. (NYSE: BEC ), a leading developer, manufacturer and marketer of products that simplify, automate and innovate complex biomedical testing, today announced it has received notification from Biosite® Incorporated (Nasdaq: BSTE ) that a competing bid received from Inverness Medical Innovations, Inc., (Amex: IMA ) was deemed by Biosite's Board of Directors to be more favorable to Biosite's stockholders than the terms of the existing definitive merger agreement with Beckman Coulter. Beckman Coulter has until 12:01 a.m., Pacific Daylight Time, on Wednesday, May 2, 2007 to respond, should it so choose, to Biosite with a revised proposal that is at least as favorable to Biosite's stockholders as the Inverness bid. Under the terms of the merger agreement, if Biosite terminates its agreement with Beckman Coulter and accepts the Inverness bid after that time, it must pay Beckman Coulter a $50,000,000 termination fee.
Under the existing merger agreement, Beckman Coulter initiated a tender offer for all outstanding shares of Biosite at a price of $85.00 per share in cash on April 2, 2007, through its wholly-owned subsidiary Louisiana Acquisition Sub, Inc. This tender offer is scheduled to expire at 12:00 midnight on Friday, April 27, 2007 (the end of the day on Friday). Beckman Coulter has the right to extend the expiration of that tender offer. In addition, Beckman Coulter must extend that expiration deadline if requested to do so by Biosite. Biosite has indicated that it intends to make such a request in the event Beckman Coulter does not elect to extend its tender offer.
In light of these developments, Beckman Coulter will consider all of its options and determine how to best serve its stockholders. Beckman Coulter is under no obligation to submit a revised proposal to Biosite or to respond in any fashion to the Biosite notice. Beckman Coulter has informed Biosite that it reserves all of its rights under the merger agreement.
About Beckman Coulter
Beckman Coulter, Inc., based in Fullerton, California, develops, manufactures and markets products that simplify, automate and innovate complex biomedical tests. More than 200,000 Beckman Coulter systems operate in laboratories around the world supplying critical information for improving patient health and reducing the cost of care. Recurring revenues consisting of supplies, test kits, service and operating-type lease payments represent more than 75 percent of the company's 2006 annual sales of $2.53 billion. For more information, visit http://www.beckmancoulter.com.
Forward Looking Statements
This press release contains forward-looking statements, including statements regarding the anticipated closing of Beckman's tender offer. 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 Beckman Coulter's control. Among other things, these factors include the risk that the acquisition will not be completed because the tender offer did not proceed as anticipated or closing conditions to the acquisition were not satisfied. For a further list and description of risks and uncertainties associated with Beckman Coulter's and Biosite's businesses, see their reports filed with the Securities and Exchange Commission, including each company's "Risk Factors" section in its most recent annual report on Form 10-K filed with the Securities and Exchange Commission. Beckman Coulter 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
This announcement 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 tender offer materials described below because they contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, the related Letter of Transmittal and other tender offer materials) filed by Beckman and Louisiana Acquisition Sub with the SEC on April 2, 2007, as amended. In addition, on April 2, 2007, Biosite filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The tender offer materials 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 free of charge on the SEC's website (http://www.sec.gov) or from D.F. King & Co., Inc., the information agent for the tender offer, at (800) 769-4414 (toll free). American Stock Transfer & Trust Company is acting as depositary for the tender offer. The dealer manager for the offer is Morgan Stanley.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, Beckman Coulter and Biosite 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 Beckman Coulter and Biosite 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. Beckman Coulter's and Biosite's filings with the SEC are also available to the public from commercial document-retrieval services and the SEC's website.
Source: Beckman Coulter
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