SAN DIEGO, May 10 /PRNewswire-FirstCall/ -- Biosite Incorporated
(Nasdaq: BSTE) today announced that it has received a letter from Inverness
Medical Innovations, Inc. (Amex: IMA) contemplating an offer by Inverness
to purchase, by way of a cash tender offer, 100% of the outstanding shares
of common stock of Biosite not already owned by Inverness for $92.50 per
share in cash. The letter was accompanied by a merger agreement signed by
Inverness and copies of signed commitment letters from Inverness' proposed
financing sources.
The letter from Inverness states that Inverness may withdraw its offer
in the event that Biosite does not make a public announcement by 5:00 p.m.,
Pacific Daylight Time, on Thursday, May 10, 2007, to the effect that, among
other things, the Biosite Board of Directors has determined that the
Inverness offer constitutes a superior proposal (as defined in the existing
merger agreement between Biosite and Beckman Coulter, Inc. (NYSE: BEC)). In
addition, the letter from Inverness states that Inverness may withdraw its
offer in the event that Biosite fails to transmit a written notice to
Beckman Coulter by 5:00 p.m., Pacific Daylight Time, on Thursday, May 10,
2007, stating that the matching period (as defined in the existing merger
agreement between Biosite and Beckman Coulter) shall expire no later than
11:59 p.m., Eastern Daylight Time, on Tuesday, May 15, 2007. The letter
from Inverness further contemplates that, in the event that the Inverness
offer has not been withdrawn, the offer will remain open until 8:00 a.m.,
Eastern Daylight Time, on Wednesday, May 16, 2007. Complete copies of the
letter from Inverness, the merger agreement signed by Inverness and the
revised commitment letters are being filed with the SEC as exhibits to
Amendment No. 15 to Biosite's Schedule 14D-9 relating to Biosite's existing
merger agreement with Beckman Coulter.
The Biosite Board is evaluating Inverness' offer, with the assistance
of its financial advisor, Goldman Sachs & Co., and its legal advisors,
Cooley Godward Kronish LLP and Potter Anderson & Corroon LLP.
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).
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, +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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