Healthcare Industry News: Beckman Coulter
News Release - May 14, 2007
Biosite Determines That Revised Binding Offer From Inverness Constitutes a 'Superior Proposal'Beckman Coulter Has Right to Match Offer Under Merger Agreement
SAN DIEGO, May 14 (HSMN NewsFeed) -- Biosite Incorporated (Nasdaq: BSTE ) today announced that its Board of Directors has received a revised binding offer from Inverness Medical Innovations, Inc. (Amex: IMA ) to acquire, by way of a cash tender offer, 100% of the outstanding shares of common stock of Biosite not already owned by Inverness. The price contemplated by the Inverness offer is $92.50 per share in cash, plus if the "Acceptance Time" of the Inverness tender offer (as defined in the proposed Inverness merger agreement) does not occur on or prior to the date that is 45 days from the date of the Inverness merger agreement (or the next succeeding business day) (the "Target Date"), an amount of cash equal to $0.015205 per day for each day during the period commencing on the day following the Target Date through the Acceptance Time of the Inverness tender offer.
The Inverness offer includes a merger agreement signed by Inverness, and was accompanied by copies of signed (and revised) commitment letters from Inverness' proposed financing sources. Inverness' offer states that the offer is irrevocable and will remain open until 5:00 p.m., Pacific Daylight Time, on Friday, May 18, 2007. Complete copies of the offer, the merger agreement signed by Inverness and the revised commitment letters are being filed with the SEC as exhibits to Amendment No. 17 to Biosite's Schedule 14D-9 relating to Biosite's existing merger agreement with Beckman Coulter, Inc. (NYSE: BEC ).
Biosite also announced that its Board of Directors has determined that the binding offer from Inverness constitutes a "Superior Proposal" as defined in the existing merger agreement between Beckman Coulter and Biosite.
Pursuant to the terms of the existing merger agreement with Beckman Coulter, Biosite has transmitted to Beckman Coulter a written notice of Biosite's current intention to terminate the Beckman Coulter merger agreement and accept the Inverness Superior Proposal after 12:01 a.m., Pacific Daylight Time, on Friday, May 18, 2007. While the Biosite Board has not at this time effected a "Company Change in Recommendation" as defined in the merger agreement with Beckman Coulter, Biosite has transmitted to Beckman Coulter a written notice of the Biosite Board's current intention to effect a Company Change in Recommendation in support of the Inverness Superior Proposal after 12:01 a.m., Pacific Daylight Time, on Friday, May 18, 2007. Beckman Coulter has until 12:01 a.m., Pacific Daylight Time, on Friday, May 18, 2007 to make a binding offer that the Biosite Board determines is at least as favorable to Biosite's stockholders as the Superior Proposal made by Inverness.
Absent agreement on a revised transaction with Beckman Coulter, Biosite intends to terminate the Beckman Coulter merger agreement and enter into the proposed Inverness merger agreement. In the event Biosite so terminates the Beckman Coulter merger agreement, Beckman Coulter would be entitled to a $54 million termination fee from Biosite. The offer from Inverness provides that, immediately after the execution of the Inverness merger agreement by Biosite, Inverness will make a payment to Biosite in an amount equal to the termination fee paid by Biosite to Beckman Coulter.
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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