Inverness Medical Innovations Commences Cash Tender Offer for Biosite Incorporated at $92.50 Per Share
May 29 2007 - 7:16AM
Business Wire
Inverness Medical Innovations, Inc. (AMEX: IMA) announces that its
wholly-owned subsidiary, Inca Acquisition, Inc., has commenced its
tender offer for all outstanding shares of Biosite Incorporated
(NASDAQ: BSTE) at a price of $92.50 per share in cash, without
interest, plus, if the first time the shares are accepted for
payment (the �Acceptance Time�) shall not have occurred on or prior
to July 2, 2007, an additional $0.015205 in cash per share for each
day during the period commencing on July 3, 2007, through the
Acceptance Time, less any applicable withholding taxes. The Board
of Directors of Biosite has unanimously determined that the tender
offer, the related merger and the other transactions contemplated
by the tender offer and merger agreement are fair to and in the
best interests of Biosite�s stockholders. The Board also approved
the merger agreement, declared the merger agreement advisable, and
recommended that holders of shares of Biosite common stock tender
their shares in the offer and adopt the merger agreement, if
adoption by Biosite�s stockholders is required by applicable law.
There is no financing condition to the tender offer. The tender
offer is subject to certain conditions set forth in the Offer to
Purchase referenced below, including a minimum share tender
condition, the expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the expiration or termination of the applicable
waiting periods under certain foreign antitrust laws and receipt of
certain foreign antitrust approvals. 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 Monday, June 25, 2007 (the end of
the day on Monday). Following the acceptance for payment of shares
in the tender offer and completion of the transactions contemplated
in the merger agreement, Biosite will be a wholly-owned subsidiary
of Inverness. About Inverness Medical Innovations Inverness Medical
Innovations is a leading global 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. Inverness� 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 more information about Inverness
Medical Innovations, please visit our website at
http://www.invernessmedical.com. 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� 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
www.biosite.com. Forward-Looking Statements This press release may
contain forward-looking statements within the meaning of the
federal securities laws. These statements reflect Inverness� and
Biosite�s current views with respect to future events and are based
on their respective managements� 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 and Biosite 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 Biosite�s
quarterly report on Form 10-Q for the period ended March 31, 2007,
and other factors identified from time to time in their respective
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 the Inverness
offer; 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 synergies 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 neither Inverness nor Biosite undertake any
obligation to update or revise any forward-looking statements
contained herein. Additional Information About the Proposed
Transaction and Where to Find It: This report is neither an offer
to purchase nor a solicitation of an offer to sell shares of
Biosite. Stockholders of Biosite are urged to read the relevant
tender offer documents because they will contain important
information that stockholders should consider before making any
decision regarding tendering their shares. Inverness and its
acquisition subsidiary have filed tender offer materials with the
U.S. Securities and Exchange Commission (SEC), and Biosite has
filed a Solicitation/Recommendation Statement with respect to the
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, will be made
available to all stockholders of Biosite at no expense to them. The
tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC�s website at
http://www.sec.gov. In addition, stockholders will be able to
obtain a free copy of these documents (when they become available)
from (i) Inverness by mailing requests for such materials to:
Investor Relations Department, 51 Sawyer Road, Suite 200, Waltham,
MA 02453 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
Inverness 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 Inverness at the SEC public reference room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the public reference
room. Biosite�s and Inverness� filings with the Commission are also
available to the public from commercial document-retrieval services
and at the website maintained by the Commission at
http://www.sec.gov.
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