Biosite Prepared to Enter Into Discussions With Inverness Medical Innovations
April 10 2007 - 8:30AM
PR Newswire (US)
SAN DIEGO, April 10 /PRNewswire-FirstCall/ -- Biosite Incorporated
(NASDAQ:BSTE) today announced that its Board of Directors, after
consultation with its financial and legal advisors, has determined
that the acquisition proposal set forth in the letter received from
Inverness Medical Innovations, Inc. (AMEX:IMA) on April 4, 2007 is
reasonably likely to lead to a superior proposal as defined in the
merger agreement that Biosite entered into with Beckman Coulter,
Inc. (NYSE:BEC) on March 24, 2007. Based in part on this
determination, the Biosite Board has authorized Biosite to engage
and participate in discussions and negotiations with Inverness. In
connection with such discussions and negotiations, Biosite may
provide non-public information to Inverness. Pursuant to the merger
agreement with Beckman Coulter, Biosite must provide Beckman
Coulter with at least 48 hours notice prior to initially engaging
in discussions or negotiations with or initially furnishing
non-public information to Inverness in response or with respect to
the Inverness acquisition proposal. The Biosite Board, together
with its financial and legal advisors, will continue to evaluate
all aspects of the acquisition proposal from Inverness. While the
Biosite Board has determined that the Inverness acquisition
proposal is reasonably likely to lead to a superior proposal, the
Biosite Board has not determined that the Inverness acquisition
proposal constitutes a superior proposal. There can be no assurance
that Inverness will ultimately make an offer that the Biosite Board
determines to constitute a superior proposal. The Biosite Board has
not approved, endorsed or recommended the Inverness acquisition
proposal. Moreover, the Biosite Board has not withdrawn, qualified,
modified, changed or amended its recommendation with respect to the
Beckman Coulter tender offer described below, and the merger
agreement between Biosite and Beckman Coulter remains in effect. 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). 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/. DATASOURCE: Biosite Incorporated
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,
+1-212-335-4449, for Biosite Incorporated Web site:
http://www.biosite.com/ Company News On-Call:
http://www.prnewswire.com/comp/116737.html
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