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