Beckman Coulter to Acquire Biosite in $90 Per Share Cash Tender Offer
SAN DIEGO, May 2 /PRNewswire-FirstCall/ -- Biosite Incorporated
(Nasdaq: BSTE) today announced that it and Beckman Coulter, Inc. (NYSE:
BEC) have entered into an amendment to their existing merger agreement
dated March 24, 2007. Under the terms of the amendment to the merger
agreement, Beckman Coulter will acquire all of Biosite's outstanding common
stock in a cash tender offer for $90.00 per share, or approximately $1.67
billion in total on a fully diluted share basis, an increase of $5.00 per
share over the original offer price. All necessary regulatory clearances
associated with this transaction have been received. Additional information
with respect to the amendment to the merger agreement is described in
Amendment No. 13 to Biosite's Schedule 14D-9 relating to its existing
merger agreement with Beckman Coulter, which is being filed tomorrow with
the SEC.
Beckman Coulter has agreed to extend its tender offer for all of
Biosite's outstanding common stock until the end of the day at 12:00
midnight, Eastern Daylight Time, on Tuesday, May 15, 2007. Under the terms
of the amended merger agreement, Beckman Coulter is not obligated to extend
the amended offer beyond May 15, 2007, although it retains the right to do
so. Unless the tender offer is extended, it and any withdrawal rights to
which Biosite's stockholders may be entitled will expire at the end of the
day at 12:00 midnight, Eastern Daylight Time, on Tuesday, May 15, 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 /
CONTACT:
Nadine Padilla, Vice President, Corporate &
Investor Relations, 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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