Biosite Announces Expiration of Hart-Scott-Rodino Waiting Period for Tender Offer With Beckman Coulter
April 17 2007 - 8:30AM
PR Newswire (US)
SAN DIEGO, April 17 /PRNewswire-FirstCall/ -- Biosite Incorporated
(NASDAQ:BSTE) today announced that the waiting period required
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
expired without a request for additional information from the U.S.
Federal Trade Commission with respect to the proposed acquisition
of shares of Biosite by Beckman Coulter, Inc. (NYSE:BEC) pursuant
to the tender offer described below. The expiration of the
Hart-Scott-Rodino waiting period has satisfied one of the
conditions to the closing of the tender offer. The tender offer is
conditioned upon at least a majority of the outstanding Biosite
shares, determined on a fully diluted basis, being tendered, as
well as the satisfaction of regulatory and other customary
conditions. Approval of the transaction by Beckman Coulter's
shareholders is not required. 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, 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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