Biosite Incorporated Receives Unsolicited Letter from Inverness Medical Regarding Possible Cash Merger Transaction
April 05 2007 - 8:30AM
PR Newswire (US)
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/.
DATASOURCE: Biosite Incorporated CONTACT: Nadine Padilla, Vice
President, Corporate & Investor Relations for Biosite
Incorporated, +1-858-805-2820, Web site: http://www.biosite.com/
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