Biosite (NASDAQ:BSTE)
Historical Stock Chart
From Jun 2019 to Jun 2024
Inverness Medical Innovations, Inc. (Amex: IMA) and Biosite Incorporated
(Nasdaq: BSTE) today announced that they have entered into a definitive
merger agreement under which Inverness will acquire all of Biosite’s
outstanding common stock not already owned by Inverness in a cash tender
offer for $92.50 per share.
Commenting on the execution of the merger agreement, Ron Zwanziger,
Chairman, President and Chief Executive Officer of Inverness, said, “After
many months of hard work and dedication, we are gratified to have
reached an agreement with Biosite that maximizes value for their
stockholders while offering the advantages and growth potential of this
powerful strategic combination to our own stockholders. We expect that a
combination with Biosite will be accretive to Inverness’
cash-based EPS in the near term as we quickly leverage Biosite’s
strength in proprietary protein markers and robust cardiovascular
platform together with our ongoing research and development efforts in
the cardiac arena.”
Zwanziger continued, “Inverness has great
respect and admiration for Biosite, including its business, products,
R&D efforts, operations and employees, and we look forward to working
closely with Biosite as we consummate this transaction and begin what we
anticipate to be a smooth integration process.”
Biosite's Chairman and Chief Executive Officer, Kim Blickenstaff,
stated, “Our agreement with Inverness
provides an increased all cash premium to our stockholders and reflects
Inverness’ strong commitment to the
transaction. Inverness’ interest in the
company is a testament to the value our loyal and dedicated employees
have created and I would like to thank them for their commitment and
hard work. We look forward to working with Inverness to complete the
transaction as expeditiously as possible.”
Prior to entering into the merger agreement with Inverness, Biosite
terminated the merger agreement it previously entered into with Beckman
Coulter and its acquisition subsidiary in accordance with its terms.
Inverness will promptly commence a tender offer for all of Biosite's
outstanding common stock not already owned by Inverness. The offer is
conditioned upon at least a majority of the outstanding Biosite shares,
determined on a fully diluted basis, being tendered, as well as the
satisfaction of regulatory and other customary conditions. Approval of
the transaction by Inverness’ stockholders is
not required. In the event that the tender offer is not closed by July
3, 2007, Biosite’s shareholders will receive
$0.015205 per share for each day following July 3, 2007 until the date
on which the tender offer is closed. The transaction is currently
expected to close at the end of the second quarter or the beginning of
the third quarter of 2007.
Advisors:
UBS Investment Bank is acting as financial advisor to Inverness as well
as serving as dealer manager for the proposed tender offer. 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 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.
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(R) 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. The tender offer for the shares of
Biosite by Inverness has not commenced. Stockholders of Biosite are
urged to read the relevant tender offer documents when they become
available because they will contain important information that
stockholders should consider before making any decision regarding
tendering their shares. At the time the offer is commenced, Inverness
and its acquisition subsidiary will file tender offer materials with the
U.S. Securities and Exchange Commission (SEC), and Biosite will file 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 will 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.