Home Diagnostics, Inc. (NASDAQ: HDIX), a leading
manufacturer and marketer of diabetes testing supplies, announced
today that it signed a definitive merger agreement with Nipro
Corporation (Tokyo Stock Exchange and Osaka Stock Exchange Ticker
Code 8086), a global manufacturer and distributor of medical
devices, pharmaceutical products and medical and glass products
headquartered in Osaka, Japan, under which Nipro will acquire all
outstanding shares of Home Diagnostics’ common stock, $.01 par
value, for a cash purchase price of $11.50 per share (or aggregate
consideration of approximately $215 million). The offer price
represents an approximately 90% premium to the closing price of
Home Diagnostics’ common stock on February 2, 2010, and an
approximately 83% premium to Home Diagnostics’ average closing
price for the preceding 90 days.
The two-step acquisition will be effected by means of a
first-step, cash tender offer commenced by a wholly-owned
subsidiary of Nipro for all of the outstanding shares of Home
Diagnostics’ common stock, at $11.50 net per share in cash,
followed by a second-step merger in which untendered Home
Diagnostics’ shares will be acquired at the same $ 11.50 net cash
price per share. All Home Diagnostics’ stock options and stock
appreciation rights will receive cash equal to the excess, if any,
of $11.50 over their exercise price.
The transaction has been approved by Nipro and the board of
directors of Home Diagnostics. The tender offer, which will remain
open for a minimum of 20 business days, subject to certain
extensions as required by applicable law and the terms of the
merger agreement, is subject to certain conditions, including the
valid tender and acceptance for payment in the tender offer of a
majority of the fully diluted Home Diagnostics common stock, the
expiration or early termination of the applicable waiting period
under the Hart-Scott-Rodino Act, and other customary conditions.
The tender offer is not subject to a financing condition.
Certain stockholders of Home Diagnostics, owning in the
aggregate approximately 15% of Home Diagnostics’ outstanding common
stock, have committed to tender their shares in the offer. Home
Diagnostics has also granted Nipro a “top-up” option exercisable
under certain circumstances to enable Nipro to own 90% of the fully
diluted Home Diagnostics common stock and complete the second step
of its acquisition of Home Diagnostics by means of a “short form”
merger not requiring approval by Home Diagnostics’ stockholders.
Nipro has also reserved the right to commence a “subsequent
offering period” following the expiration of the initial tender
offer period if Nipro then owns less than 90% of the fully diluted
Home Diagnostics common stock.
The merger agreement permits Home Diagnostics’ board, under
certain circumstances prior to the completion of the Offer, to
enter into discussions and negotiations and furnish information to
third parties who submit to Home Diagnostics unsolicited
acquisition proposals which Home Diagnostics’ board of directors
determines to be reasonably likely to lead to a superior offer and,
thereafter, to terminate the transaction with Nipro and enter into
a definitive agreement providing for a superior offer, subject to
Nipro’s right to match or improve the terms of any such superior
offer and further subject to the payment to Nipro of a $6,500,000
termination fee or reimbursement of certain of Nipro’s out of
pocket expenses in other circumstances.
Joseph Capper, President and CEO of Home Diagnostics, said,
“First and foremost, we are pleased to announce this transaction
which provides a substantial current cash premium to our
stockholders. We believe this transaction is also beneficial to our
customers and suppliers because it greatly enhances Home
Diagnostics’ capabilities by expanding our product offering and
aligning our business with a global healthcare company.”
The parties expect the tender offer to commence on or about
February 10, 2010. The tender offer will remain open for 20
business days from commencement, subject to extension under certain
circumstances as required by applicable law and the terms of the
merger agreement. Subject to the satisfaction of the conditions to
the tender offer, the offer is expected to be consummated prior to
the end of the first quarter of 2010.
With respect to the transactions, Raymond James Financial, Inc.
is acting as financial advisor to Home Diagnostics; Satterlee
Stephens Burke & Burke LLP is acting as legal advisor to Home
Diagnostics; and Greenberg Traurig, LLP is acting as special
M&A counsel to Home Diagnostics. Baker & McKenzie LLP is
acting as legal advisor to Nipro Corporation.
About Home Diagnostics
Based in Fort Lauderdale, Florida, Home Diagnostics (NASDAQ:
HDIX) is a leading developer, manufacturer and marketer of diabetes
management products. Home Diagnostics offers a portfolio of
high-quality blood glucose monitoring systems that spans the
spectrum of features and benefits to help every person with
diabetes better monitor and manage their disease. The Home
Diagnostics product line includes TRUE2go™, TRUEresult®,
TRUEtrack®, TRUEbalance™, Sidekick®, TRUEread® and Prestige IQ®
blood glucose monitoring systems. The products are available in
more than 45,000 pharmacies throughout the U.S. Home Diagnostics is
the exclusive co-brand supplier of blood glucose monitoring systems
for leading pharmacies including CVS, Rite Aid and Walgreens, as
well as distributors such as AmerisourceBergen, Cardinal Health,
McKesson, Invacare and Liberty Medical. Home Diagnostics was named
one of Forbes magazine’s “200 Best Small Companies” in 2008, and in
2009 received several recognitions for the company’s TRUE2go blood
glucose meter, including a Medical Design Excellence Award (MDEA)
and a Gold Award in the Medical/Test Equipment category as part of
appliance DESIGN Magazine’s 22nd Annual Excellence in Design (EID)
Awards Competition. For more information please visit
www.homediagnostics.com.
About Nipro Corporation
Nipro Corporation (Tokyo Stock Exchange and Osaka Stock Exchange
Ticker Code 8086), founded in 1954, is engaged directly and through
its subsidiaries principally in the development, manufacture and
sale of medical devices, pharmaceutical products and medical and
glass products. Nipro’s medical device division is engaged in the
manufacture and sale of medical devices and its related products,
the development, manufacture and sale of cell culturing-related
products, as well as the development and sale of diabetes-relates
products. Nipro’s pharmaceutical division is engaged in the
research, manufacture and sale of pharmaceuticals, such as blood
derivatives. The instrument division of Nipro manufactures and
sells glass pipes and other glass products, including the inner
bottles of thermos bottles. Nipro and its subsidiaries also sell
medical device manufacturing equipment and conduct real estate
leasing and non-life insurance agency businesses. For more
information please visit www.nipro.co.jp.
Important information
The tender offer described in this press release has not yet
commenced. This announcement and the description contained herein
is neither an offer to purchase nor a solicitation of an offer to
sell shares of Home Diagnostics. At the time the tender offer is
commenced, Nipro and its wholly-owned subsidiary intend to file
with the Securities and Exchange Commission a Tender Offer
Statement on Schedule TO containing an offer to purchase, forms of
letters of transmittal and other documents relating to the tender
offer, and Home Diagnostics intends to file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D−9 with
respect to the tender offer. Nipro, its wholly-owned subsidiary and
Home Diagnostics intend to mail these documents to the stockholders
of Home Diagnostics. These documents will contain important
information about the tender offer and stockholders of Home
Diagnostics should read them carefully when they become available
before any decision is made with respect to the tender offer.
Stockholders of Home Diagnostics will be able to obtain a free copy
of these documents (when they become available) and other documents
filed by Home Diagnostics with the SEC at the website maintained by
the SEC at www.sec.gov. In addition, stockholders of Home
Diagnostics will be able to obtain a free copy of these documents
(when they become available) from Home Diagnostics by contacting
Home Diagnostics, Inc. at 2400 N.W. 55th Court, Ft. Lauderdale, FL
33309, attention Peter Ferola, General Counsel.
None of the information included on any internet website
maintained by Nipro Corporation, Home Diagnostics or any of their
affiliates, or any other internet website linked to any such
website, is incorporated by reference or otherwise made a part of
in this press release
Forward-looking statements
The statements made in this press release which are not
historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. As a result of a number of
factors, our actual results could differ materially from those set
forth in the forward-looking statements. Certain factors that might
cause our actual results to differ materially from those in the
forward-looking statements include, without limitation: (i) the
risk that the conditions to the closing of the tender offer or the
merger set forth in the merger agreement will not be satisfied,
(ii) changes in Home Diagnostics’ business during the period
between the date of this press release and the closing, including
possible disruption from the transaction making it more difficult
for Home Diagnostics to maintain relationships with its customers,
suppliers, employees, other business partners or governmental
entities, (iii) obtaining regulatory approvals (if required) for
the transaction, (iv) the risk that the transaction will not be
consummated on the terms or timeline first announced, and (v) those
factors set forth under the heading “Risk Factors” in our annual
report on Form 10−K for the year ended December 31, 2008. The
forward-looking statements are made only as of the date of press
release. Except as otherwise required by law, Nipro and Home
Diagnostics each specifically disclaim any obligation to update any
of these forward looking statements.
TRUE2go, TRUEresult, TRUEbalance, TRUEtrack, Sidekick, TRUEread,
Prestige IQ, TRUEfill and TRUEtest are trademarks of Home
Diagnostics. All other trademarks are property of their respective
owners.
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