Biosite (NASDAQ:BSTE)
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Inverness Medical Innovations Inc. (AMEX: IMA) today announced the
successful completion of its tender offer for the outstanding shares of
Biosite Incorporated (NASDAQ: BSTE), the initial tender period for which
expired at midnight, New York City time, on Monday, June 25, 2007.
15,759,794 shares representing approximately 87.6% of Biosite’s
outstanding common stock were tendered and not withdrawn prior to the
expiration of the initial tender offer period, including 2,045,999
shares representing approximately 11.4% of Biosite’s
outstanding common stock which were tendered by notice of guaranteed
delivery. The tendered shares, together with the 750,000 shares that
Inverness currently owns represent approximately 91.7% of Biosite common
stock. All shares that were validly tendered and not withdrawn have been
accepted for purchase.
Inverness will provide a subsequent offering period which will expire at
midnight, New York City time, on Thursday, June 28, 2007 (the end of the
day on Thursday), unless further extended. During this subsequent
offering period, Biosite stockholders who did not previously tender
their shares into the offer may do so and will promptly receive the same
$92.50 per share cash consideration paid during the initial offering
period. The guaranteed delivery procedures may not be used during the
subsequent offering period and shares tendered during the subsequent
offering period may not be withdrawn.
After expiration of the subsequent offering period, Inverness expects to
complete the acquisition of Biosite through a short-form merger under
Delaware law in which shares of Biosite common stock not purchased in
the tender offer will be converted into the right to receive $92.50 per
share in cash, without interest. Pursuant to the merger, Biosite will
become a wholly owned subsidiary of Inverness and shares of Biosite’s
common stock will cease to be traded on the Nasdaq Global Select Market.
In order to facilitate its purchase of Biosite shares, Inverness
accepted for purchase $150.0 million of its 8.75% Senior Subordinated
Notes due 2012 (the “Notes”)
pursuant to its previously announced cash tender offer and consent
solicitation (the “Bond Tender”).
Inverness anticipates that it will purchase the Notes today for a
purchase price of approximately $164.1 million, which includes accrued
interest.
Inverness financed the Biosite tender offer, and expects to finance the
short-form merger, with cash and the proceeds from a $1.05 billion first
lien loan facility, consisting of a $900 million term loan and a $150
million revolving credit line, and a $200 million second lien term loan,
both of which were consummated on June 26, 2007. The loan facilities
were syndicated by General Electric Capital Corporation and UBS
Securities LLC.
Advisors:
UBS Investment Bank is acting as financial advisor to Inverness as well
as serving as dealer manager for the Biosite tender offer and the Bond
Tender. Covington Associates is acting as financial advisor to Inverness
and Goldman, Sachs & Co. is acting as financial advisor to Biosite.
Goodwin Procter LLP is serving as legal counsel to Inverness in the
Biosite and Bond Tenders, Foley Hoag LLP is acting as counsel to
Inverness in its credit facilities and Cooley Godward Kronish LLP and
Potter Anderson & Corroon LLP are serving as legal counsel to Biosite.
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.
Additional Information About the Proposed Transaction and Where to
Find It:
This press release 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 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, 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) 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 Incorporated, 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 SEC at 1-800-SEC-0330 for further information on the public
reference room. Biosite’s and Inverness’
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.