I-Stat (NASDAQ:STAT)
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Abbott Laboratories to Acquire i-STAT Corp., a Leading Manufacturer of
Point-of-Care Diagnostics
- Acquisition Strengthens Abbott's Position in the Rapidly Growing Point-of-
Care Diagnostics Market with Proprietary Technology for Patient Testing at the
Bedside -
ABBOTT PARK, Ill., and EAST WINDSOR, N.J., December 15 /PRNewswire- FirstCall/
-- Abbott Laboratories and i-STAT Corporation today announced that the
companies have entered into an agreement and plan of merger for Abbott to
acquire all of the issued and outstanding stock of i-STAT, a leading
manufacturer of point-of-care diagnostic systems for blood analysis.
Under the terms of the agreement, Abbott will acquire the shares of i-STAT it
does not already own for $15.35 per share. The acquisition is structured as a
cash tender offer for all of the issued and outstanding shares of i-STAT. The
net transaction value is approximately $392 million. The tender offer is
expected to be completed by February 2004, subject to regulatory approvals and
customary closing conditions. The tender offer is contingent upon the majority
of i-STAT's issued and outstanding stock being tendered. Cerberus Capital
Management L.P. and its affiliates as well as certain officers and directors of
i-STAT have agreed to tender their shares in the acquisition. i-STAT has
received an opinion from Credit Suisse First Boston Corporation that the
acquisition is fair from a financial point of view to the holders of Common
Stock of i-STAT.
"Through our strategic alliance with i-STAT and the MediSense Precision PCx(TM)
and point-of-care data management systems, Abbott has established a leading
position in point-of-care diagnostics that will be further enhanced by this
acquisition," said Richard A. Gonzalez, president and chief operating officer,
Medical Products Group, Abbott Laboratories. "It provides an excellent fit with
our long-term strategy of expanding our capabilities in diagnostics while
targeting medical needs at the point of patient care."
It has been demonstrated in third-party studies that the immediate availability
of test results at the bedside can help medical staff improve outcomes,
including decreased mortality and reduced length of stay in critical care
areas.
Abbott and i-STAT entered into a strategic alliance for point-of-care testing in
1998 that included a marketing and distribution agreement and a stock purchase
agreement, along with a research and development and license agreement for
certain new diagnostic products. The two companies are currently negotiating an
amendment to the existing marketing and distribution agreement to assure an
orderly transition process.
The acquisition of i-STAT allows Abbott continued access to a broad point-
of-care portfolio, with an array of products including the i-STAT(R) portable
clinical analyzer, an automated hand-held blood analyzer for bedside testing
capable of performing a panel of commonly ordered blood tests on two or three
drops of blood, generally in just two to three minutes at the patient's side.
i-STAT products include a variety of cartridges used to perform a number of
critical care assays including blood gases, electrolytes, general chemistries,
coagulation and hematocrit. In the fourth quarter this year, i-STAT started
marketing cartridges to perform immunoassay tests that measure troponin I. The
troponin I assay offers hospital emergency departments a point-of-care
diagnostic test for patients presenting with chest pain. i-STAT also expects to
shortly launch kaolin-based activated clotting time (ACT). The kaolin ACT test
will be sold as a companion product to i-STAT's Celite(R)* ACT test for use in
cardiovascular operating rooms and cardiac catheterization laboratories.
In addition, the i-STAT Central Data Station is widely used in hospitals to
store and organize information pertaining to thousands of patient tests
performed on i-STAT analyzers.
i-STAT also has several potential new products in development, including tests
for congestive heart failure and a panel of tests for managing metabolic
conditions.
"Abbott is the ideal fit for i-STAT," said J. Robert Buchanan, M.D., chairman of
the board, i-STAT. "Our leading technology complements Abbott's broad
capabilities in the worldwide diagnostics market. Our Board is unanimously
behind this acquisition, as we believe that it is an excellent outcome for our
stakeholders, including our employees, many of whom have supported or been with
us for a very long time."
Abbott is a global leader in in vitro diagnostics and offers a range of
innovative instrument systems and tests across key segments in the global
diagnostics market, including hospitals, reference labs, blood banks, physician
offices, clinics and consumers. As part of its point-of-care diagnostics
business, Abbott manufactures and markets a line of systems and tests through
its MediSense business, including leading brands such as Precision PCx(TM) and
Precision Xtra(TM) blood glucose monitors with TrueMeasure(TM) strip technology
and PrecisionWeb(TM), the industry's first web-based data management system for
point-of-care testing in the hospital.
The transaction will have no impact on Abbott's previously announced
earnings-per- share guidance for 2003. The acquisition will not impact
earnings-per-share in 2004, excluding anticipated one-time charges associated
with this transaction, primarily for in process research and development.
i-STAT Corporation develops, manufactures and markets diagnostic products for
blood analysis that provide heath care professionals critical diagnostics
information accurately and immediately at the point of patient care.
The tender offer described in this press release has not yet commenced, and this
press release is neither an offer to purchase nor a solicitation of an offer to
sell securities. At the time the tender offer is commenced, Abbott will file a
tender offer statement with the U.S. Securities and Exchange Commission.
Investors and i-STAT security holders are strongly advised to read the tender
offer statement (including an offer to purchase, letter of transmittal and
related tender offer documents) and the related solicitation/recommendation
statement that will be filed by i-STAT with the SEC, because they will contain
important information. These documents will be available at no charge on the
SEC's Web site at http://www.sec.gov/.
Abbott Laboratories is a global, diversified health care company devoted to the
discovery, development, manufacture and marketing of pharmaceuticals,
nutritionals, and medical products, including devices and diagnostics. The
company employs more than 70,000 people and markets its products in more than
130 countries. In 2002, the company's sales were $17.7 billion.
Abbott's news releases and other information are available on the company's Web
site at http://www.abbott.com/.
i- STAT's news releases and other information are available on its Web site at
http://www.i-stat.com/.
Private Securities Litigation Reform Act of 1995 -
A Caution Concerning Forward-Looking Statements
Some statements in this news release may be forward-looking statements for
purposes of the Private Securities Litigation Reform Act of 1995. Abbott and
i-STAT caution that these forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially from those
indicated in the forward-looking statements including that the conditions
precedent to the completion of the acquisition may not be satisfied or necessary
regulatory approval will not be obtained. Economic, competitive, governmental,
technological and other factors that may affect Abbott's operations are
discussed in Exhibit 99.1 of its Securities and Exchange Commission Form 10-Q
for the period ended Sept. 30, 2003, and are incorporated by reference. For a
description of factors that may affect i-STAT's future results, see discussion
under "Factors That May Affect Future Results" in i-STAT's Annual Report on Form
10-K for the year ended December 31, 2002 and other factors detailed from time
to time in i-STAT's other filings with the Securities and Exchange Commission.
Abbott and i-STAT undertake no obligation to release publicly any revisions to
forward-looking statements as the result of subsequent events or developments.
* Celite is a registered trademark of Celite Corporation, Santa Barbara,
CA.
DATASOURCE: Abbott Laboratories
CONTACT: Media: Don Braakman, +1-847-937-1237, or Financial Community:
Christy Wistar, +1-847-938-4475, both of Abbott Laboratories
Web site: http://www.abbott.com/
http://www.i-stat.com/
Company News On-Call: http://www.prnewswire.com/comp/110328.html