Biosite Determines That Revised Binding Offer from Inverness Constitutes a 'Superior Proposal'
Share:
SAN DIEGO, May 14: Biosite Incorporated (NASDAQ:BSTE) today announced that its Board of Directors has received a revised binding offer from Inverness Medical Innovations, Inc. (AMEX:IMA) to acquire, by way of a cash tender offer, 100% of the outstanding shares of common stock of Biosite not already owned by Inverness. The price contemplated by the Inverness offer is $92.50 per share in cash, plus if the "Acceptance Time" of the Inverness tender offer (as defined in the proposed Inverness merger agreement) does not occur on or prior to the date that is 45 days from the date of the Inverness merger agreement (or the next succeeding business day) (the "Target Date"), an amount of cash equal to $0.015205 per day for each day during the period commencing on the day following the Target Date through the Acceptance Time of the Inverness tender offer.
The Inverness offer includes a merger agreement signed by Inverness, and was accompanied by copies of signed (and revised) commitment letters from Inverness' proposed financing sources. Inverness' offer states that the offer is irrevocable and will remain open until 5:00 p.m., Pacific Daylight Time, on Friday, May 18, 2007. Complete copies of the offer, the merger agreement signed by Inverness and the revised commitment letters are being filed with the SEC as exhibits to Amendment No. 17 to Biosite's Schedule 14D-9 relating to Biosite's existing merger agreement with Beckman Coulter, Inc. (NYSE:BEC).
Biosite also announced that its Board of Directors has determined that the binding offer from Inverness constitutes a "Superior Proposal" as defined in the existing merger agreement between Beckman Coulter and Biosite.
Pursuant to the terms of the existing merger agreement with Beckman Coulter, Biosite has transmitted to Beckman Coulter a written notice of Biosite's current intention to terminate the Beckman Coulter merger agreement and accept the Inverness Superior Proposal after 12:01 a.m., Pacific Daylight Time, on Friday, May 18, 2007. While the Biosite Board has not at this time effected a "Company Change in Recommendation" as defined in the merger agreement with Beckman Coulter, Biosite has transmitted to Beckman Coulter a written notice of the Biosite Board's current intention to effect a Company Change in Recommendation in support of the Inverness Superior Proposal after 12:01 a.m., Pacific Daylight Time, on Friday, May 18, 2007. Beckman Coulter has until 12:01 a.m., Pacific Daylight Time, on Friday, May 18, 2007 to make a binding offer that the Biosite Board determines is at least as favorable to Biosite's stockholders as the Superior Proposal made by Inverness.
Absent agreement on a revised transaction with Beckman Coulter, Biosite intends to terminate the Beckman Coulter merger agreement and enter into the proposed Inverness merger agreement. In the event Biosite so terminates the Beckman Coulter merger agreement, Beckman Coulter would be entitled to a $54 million termination fee from Biosite. The offer from Inverness provides that, immediately after the execution of the Inverness merger agreement by Biosite, Inverness will make a payment to Biosite in an amount equal to the termination fee paid by Biosite to Beckman Coulter.
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® 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.
Source: Biosite Incorporated
CONTACT: Nadine Padilla, Vice President, Corporate & Investor Relations, Biosite Incorporated, +1-858-805-2820; Joele Frank Dan Katcher, Wilkinson Brimmer Katcher, +1-212-895-8627, for Biosite Incorporated
Web site: www.biosite.com/
