Biosite Prepared to Enter Into Discussions With Inverness Medical Innovations
May 10 2007 - 4:30PM
PR Newswire (US)
SAN DIEGO, May 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 offer set forth in the letter received from Inverness
Medical Innovations, Inc. (AMEX:IMA) on May 9, 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, as amended on May 1, 2007. Based in
part on this determination, the Biosite Board has authorized
Biosite to engage and participate in discussions and negotiations
with, and to provide non-public information to, Inverness. Pursuant
to the terms of the existing 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 offer. Earlier today,
Biosite provided Beckman Coulter with the appropriate notice that
would start the 48- hour notice period. The Biosite Board, together
with its financial and legal advisors, will continue to evaluate
all aspects of the offer from Inverness. While the Biosite Board
has determined that the Inverness offer is reasonably likely to
lead to a superior proposal, the Biosite Board has not at this time
determined that the Inverness offer constitutes a superior
proposal. The Biosite Board has not approved, endorsed or
recommended the Inverness offer. 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not withdrawn, qualified, modified, changed or amended its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
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). 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,
+1-212-895-8627, for Biosite Incorporated Web site:
http://www.biosite.com/ Company News On-Call:
http://www.prnewswire.com/comp/116737.html
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