Inverness Confirms Binding Offer To Acquire Biosite for $90 Per Share in Cash
26 April 2007 - 1:48PM
Business Wire
Inverness Medical Innovations, Inc. (Amex: IMA) today confirmed
that it has extended a binding offer to acquire Biosite (R)
Incorporated (Nasdaq: BSTE) in a cash merger transaction for $90.00
per share. Commenting on Biosite�s announcement, Ron Zwanziger,
Chairman, President and Chief Executive Officer of Inverness said,
�We are extremely pleased that Biosite�s board has recognized our
binding offer to acquire Biosite for $90 per share in cash as
clearly superior. We look forward to working with Biosite and its
shareholders to consummate this transaction expeditiously and are
eager to collaborate with Biosite to maximize the value this
powerful, strategic combination will create as we leverage
Biosite�s strength in proprietary protein markers and robust
cardiovascular platform together with our ongoing research and
development efforts.� 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. 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 the timing of and costs of
financing commitments and 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. Risks and uncertainties relating to the
proposed transaction include without limitation the risks that:
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; the
anticipated benefits of the transaction will not be realized; the
changes to infrastructure will not be realized or will cost more
than anticipated; the closing conditions to any transaction that
may be entered into are not realized; and the proposed transactions
will not be consummated. Inverness undertakes no obligation to
update any forward-looking statements contained herein. Additional
Information About the Proposed Transaction and Where to Find It:
This material relates to a business combination transaction with
Biosite proposed by Inverness, which may become the subject of a
proxy statement filed with the Securities and Exchange Commission
(�SEC�). This material is not a substitute for the proxy statement
that Biosite would file with the SEC if any agreement is reached.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND ALL OTHER RELEVANT DOCUMENTS IF, AND WHEN, THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
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 cash merger
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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