SAN DIEGO, April 5 /PRNewswire-FirstCall/ -- Biosite Incorporated
(Nasdaq: BSTE) today announced receipt of an unsolicited letter from
Inverness Medical Innovations, Inc. (Amex: IMA) ("Inverness") in which
Inverness indicates that it is prepared to offer to acquire all of
Biosite's outstanding common stock, other than the approximately 4.9% of
Biosite shares Inverness already owns, in a cash merger for $90.00 per
share. Complete copies of the letter from Inverness and the accompanying
commitment letters from Inverness' proposed financing sources (which, among
other things, identify certain conditions to the financing contemplated
thereby) are being filed today with the SEC as Exhibits to Amendment No. 1
to Biosite's Schedule 14D-9 relating to its previously announced agreement
with Beckman Coulter, Inc. (NYSE: BEC).
Inverness' letter further indicates that Inverness and its proposed
financing sources would require additional due diligence of a confirmatory
nature which could be completed during a period of two full days, and that
Inverness is prepared to deliver a draft cash merger agreement, which will
contain substantially similar business terms to the existing agreement
between Biosite and Beckman Coulter, Inc., promptly following this due
diligence. As previously announced on March 25, 2007, Biosite has entered
into a definitive agreement with Beckman Coulter under which a subsidiary
of Beckman Coulter would acquire all of Biosite's outstanding common stock
in a cash tender offer at a price of $85.00 per share. Unless the tender
offer is extended, the tender offer and any withdrawal rights to which
Biosite's stockholders may be entitled will expire at 12:00 midnight, New
York City time, on Friday, April 27, 2007 (the end of the day on Friday).
Biosite's board of directors is evaluating Inverness' letter, with the
assistance of its financial advisor, Goldman Sachs & Co., and its legal
advisors, Cooley Godward Kronish LLP and Potter Anderson & Corroon LLP.
About Biosite
Biosite Incorporated is a leading bio-medical company commercializing
proteomics discoveries for the advancement of medical diagnosis. Biosite's
products contribute to improvements in medical care by aiding physicians in
the diagnosis of critical diseases and health conditions. The Biosite
Triage(R)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 http://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 Offer to Purchase, the related Letter of Transmittal
and certain other offer documents, as well as the
Solicitation/Recommendation Statement, 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.
SOURCE Biosite Incorporated
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Related links:
http://www.biosite.com
http://www.prnewswire.com/comp/116737.html /
CONTACT:
Nadine Padilla, Vice President, Corporate &
Investor Relations for Biosite Incorporated, +1-858-805-2820,
npadilla@biosite.com
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