Biosite (NASDAQ:BSTE)
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From May 2019 to May 2024
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.