Healthcare Industry News: Beckman Coulter
News Release - May 10, 2007
Biosite Prepared to Enter Into Discussions With Inverness Medical InnovationsSAN DIEGO, May 10 (HSMN NewsFeed) -- Biosite Incorporated (Nasdaq: BSTE ) today announced that its Board of Directors, after consultation with its financial and legal advisors, has determined that the offer set forth in the letter received from Inverness Medical Innovations, Inc. (Amex: IMA ) on May 9, 2007 is reasonably likely to lead to a superior proposal as defined in the merger agreement that Biosite entered into with Beckman Coulter, Inc. (NYSE: BEC ) on March 24, 2007, as amended on May 1, 2007. Based in part on this determination, the Biosite Board has authorized Biosite to engage and participate in discussions and negotiations with, and to provide non-public information to, Inverness. Pursuant to the terms of the existing merger agreement with Beckman Coulter, Biosite must provide Beckman Coulter with at least 48 hours notice prior to initially engaging in discussions or negotiations with or initially furnishing non-public information to Inverness in response or with respect to the Inverness offer. Earlier today, Biosite provided Beckman Coulter with the appropriate notice that would start the 48- hour notice period.
The Biosite Board, together with its financial and legal advisors, will continue to evaluate all aspects of the offer from Inverness. While the Biosite Board has determined that the Inverness offer is reasonably likely to lead to a superior proposal, the Biosite Board has not at this time determined that the Inverness offer constitutes a superior proposal. The Biosite Board has not approved, endorsed or recommended the Inverness offer. Moreover, the Biosite Board has not withdrawn, qualified, modified, changed or amended its recommendation with respect to the Beckman Coulter tender offer described below, and the merger agreement between Biosite and Beckman Coulter remains in effect.
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.
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 TriageŽ 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 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.
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