Beckman Coulter Has Right to Match Offer Under Merger Agreement
SAN DIEGO, April 25 /PRNewswire-FirstCall/ -- Biosite Incorporated
(Nasdaq: BSTE) today announced that it has received a binding offer from
Inverness Medical Innovations, Inc. (Amex: IMA) to enter into a merger
transaction pursuant to which Inverness would acquire 100% of the
outstanding shares of common stock of Biosite, other than Biosite shares
already owned by Inverness, for $90.00 per share in cash. The offer
includes a merger agreement signed by Inverness, and was accompanied by
copies of signed (and further revised) commitment letters from Inverness'
proposed financing sources. Inverness' offer states that the offer is
irrevocable and will remain open until 11:59 p.m., Pacific Daylight Time,
on Wednesday, May 2, 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. 10 to Biosite's Schedule
14D-9 relating to Biosite's existing merger agreement dated March 24, 2007
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 Wednesday, May 2, 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 Wednesday, May 2, 2007. Beckman Coulter has until 12:01 a.m., Pacific
Daylight Time, on Wednesday, May 2, 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 $50 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 to acquire all of Biosite's outstanding shares of
common stock for $85.00 per share. Unless the tender offer is extended, it
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). Because Beckman Coulter has until
12:01 a.m., Pacific Daylight Time, on Wednesday, May 2, 2007 to make the
binding offer described above, if Beckman Coulter does not itself elect to
extend its tender offer, Biosite intends to cause Beckman Coulter to extend
the tender offer so that it would expire no sooner than 11:59 p.m., Pacific
Daylight Time, on Wednesday, May 2, 2007.
Goldman Sachs is acting as financial advisor to Biosite and Cooley
Godward Kronish LLP and Potter Anderson & Corroon LLP are serving as legal
advisors.
About Biosite
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 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 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.
SOURCE Biosite Incorporated
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Related links:
http://www.biosite.com
http://www.prnewswire.com/comp/116737.html / (BSTE IMA BEC)
CONTACT:
Nadine Padilla, Vice President, Corporate &
Investor Relations of Biosite Incorporated, +1-858-805-2820; or
Joele Frank or Dan Katcher, both of Joele Frank, Wilkinson
Brimmer Katcher, +1-212-895-8627, for Biosite Incorporated
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