Inverness Announces Binding Offer to Acquire Biosite via Cash Tender at $92.50 Per Share
May 09 2007 - 8:19PM
Business Wire
Inverness Medical Innovations, Inc. (Amex: IMA) today announced
that it has submitted a new binding offer to acquire Biosite
Incorporated (Nasdaq: BSTE) via a cash tender offer at $92.50 per
share, enhancing the value of its prior proposal by $2.50 per
share. Commenting on the new offer, Ron Zwanziger, Chairman,
President and Chief Executive Officer of Inverness said, �We are
pleased to announce that we have submitted a new binding offer to
purchase Biosite by way of a cash tender at $92.50 per share, an
increase of $2.50 over our prior proposal of $90.00 per share. As
we have stated before, we are committed to consummating this
compelling transaction and through this offer have enhanced the
speed, certainty and value of our proposal accordingly. We are
pleased that Biosite�s board has previously recognized the superior
value this strategic combination represents and are confident that
Biosite will respond favorably to our new offer and once again deem
it a Superior Proposal.� Zwanziger continued, �We expect a
combination with Biosite will be accretive to Inverness� cash-based
EPS in the near term as we quickly leverage our unique blend of
entrepreneurial culture and sophisticated technological ability
with Biosite�s strength in proprietary protein markers and robust
cardiovascular platform.� Advisors: Covington Associates and UBS
Investment Bank are acting as financial advisors to Inverness.
Goodwin Procter LLP is serving as legal counsel to Inverness. About
Inverness: Inverness Medical Innovations, Inc. is a leading
developer of advanced diagnostic devices and is presently exploring
new opportunities for its proprietary electrochemical and other
technologies in a variety of professional diagnostic and
consumer-oriented applications including immuno-diagnostics with a
focus on women's health, cardiology and infectious disease. The
Company's new product development efforts, as well as its position
as a leading supplier of consumer pregnancy and fertility/ovulation
tests and rapid point-of-care diagnostics, are supported by the
strength of its intellectual property portfolio. Inverness is
headquartered in Waltham, Massachusetts. For additional information
on Inverness Medical Innovations, Inc., please visit our website at
www.invernessmedical.com. Forward-Looking Statements: This press
release may contain forward-looking statements within the meaning
of the federal securities laws. These statements reflect Inverness�
current views with respect to future events and are based on
management's current assumptions and information currently
available. Actual results may differ materially due to numerous
factors including, without limitation, risks associated with
general competitive factors, market and economic conditions
generally, the demand for the acquired products, the ability of
Inverness to successfully develop and commercialize the acquired
products, the risks and uncertainties described in Inverness�
annual report on Form 10-K, as amended, for the period ended
December 31, 2006, and other factors identified from time to time
in its periodic filings with the Securities and Exchange Commission
(the �SEC�). Risks and uncertainties relating to the proposed
transaction include, without limitation: volatility in the market
price of Biosite�s common shares; the lack of assurance that
regulatory approvals or exemptions will be obtained or the proposed
offer conditions will be satisfied; the extent to which holders of
common shares determine to tender their shares to any offer;
Biosite will not terminate its merger agreement with Beckman
Coulter; Biosite will not enter into any definitive agreement with
Inverness or, if entered into, that the terms of any agreement will
be materially different from those described above; Inverness will
not obtain the requisite debt financing for the transaction, or if
obtained and the proposed transaction is consummated, Inverness
would significantly increase its level of indebtedness; the
anticipated benefits, including syngergies and accretion, of the
transaction will not be realized; the closing conditions to any
transaction that may be entered into are not realized; and the
proposed transactions will not be consummated. These
forward-looking statements speak only as of the date of this press
release, and Inverness undertakes no obligation to update or revise
any forward-looking statements contained herein. Additional
Information About the Proposed Transaction and Where to Find It:
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares of Biosite. The
solicitation and the offer to buy Biosite common shares will only
be made pursuant to an offer to purchase and related materials that
Inverness intends to file with the SEC. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ CAREFULLY, PRIOR TO MAKING ANY DECISIONS
WITH RESPECT TO THE PROPOSED TENDER OFFER, THE TENDER OFFER
STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE AND ALL OTHER
RELEVANT DOCUMENTS IF, AND WHEN, THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION., INCLUDING THE TERMS AND
CONDITIONS OF THE PROPOSED TENDER OFFER. All such documents, if
filed, would be available free of charge at the SEC�s website
(www.sec.gov) or by directing a request to Biosite, 11030 Roselle
St., San Diego, CA 92121 (619) 455-4808. Participants in any
solicitation that may occur in the event Inverness and Biosite
enter into the proposed transaction: In the event a transaction is
entered into by and between Inverness and Biosite, Biosite and its
directors, executive officers and other employees may be deemed to
be participants in any solicitation of Biosite shareholders in
connection with the proposed transaction. Information about
Biosite�s directors and executive officers is available in
Biosite�s proxy statement for its 2006 annual meeting of
stockholders, as filed with the SEC on April 28, 2006.
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