Nipro Corporation Commences Cash Tender Offer to Acquire All Outstanding Shares of Home Diagnostics, Inc. for $11.50 Per Share
11 Febrero 2010 - 7:00AM
Business Wire
Nipro Corporation (Tokyo Stock Exchange and Osaka Stock Exchange
Ticker Code 8086), through its wholly-owned subsidiary Nippon
Product Acquisition Corporation (the “Purchaser”), today commenced
a cash tender offer to purchase all outstanding shares of Home
Diagnostics, Inc. (NASDAQ: HDIX) pursuant to an Agreement and Plan
of Merger among Nipro, the Purchaser and Home Diagnostics dated
February 2, 2010 (the “Merger Agreement”).
Upon the successful completion of the tender offer, stockholders
of Home Diagnostics will receive $11.50 in cash, without interest
and less any required withholding taxes, for each share of Home
Diagnostics common stock tendered in the offer. Following the
successful completion of the offer, the Purchaser will be merged
with and into Home Diagnostics, with Home Diagnostics continuing as
the surviving corporation. As a result of the merger, Home
Diagnostics will become a wholly-owned subsidiary of Nipro.
The board of directors of Home Diagnostics has unanimously
approved the Merger Agreement and the transactions contemplated
thereby and recommended that stockholders tender their shares to
the Purchaser pursuant to the tender offer. The directors of Home
Diagnostics have also entered into separate Stockholder Agreements
with the Nipro and the Purchaser under which each director has
agreed to tender all of his Home Diagnostics shares pursuant to the
tender offer. The directors party to the Stockholders Agreements
held an aggregate of approximately 15.33% of the outstanding Home
Diagnostics shares as of February 2, 2010. In addition, Home
Diagnostics has granted an option to the Purchaser, exercisable
under certain circumstances, to purchase additional shares from
Home Diagnostics if after the exercise of the option the Purchaser
would own enough shares to effect a short-form merger without a
vote of the Home Diagnostics’ stockholders pursuant to Delaware
law.
Nipro today filed with the Securities and Exchange Commission a
Tender Offer Statement on Schedule TO that provides the terms of
the tender offer and explains the procedures by which stockholders
may tender their shares and participate in the tender offer. Home
Diagnostics has concurrently filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 that
includes the recommendation of its board of directors that Home
Diagnostics stockholders accept the tender offer and tender their
shares to the Purchaser.
The tender offer will expire at midnight, New York City time, on
Thursday, March 11, 2010, unless extended in accordance with the
terms of the tender offer and the applicable rules and regulations
of the SEC. The closing of the tender offer is subject to the
satisfaction or waiver of certain conditions, including, among
others, the tender of a majority of Home Diagnostics’ shares in
response to the offer, there not having been a material adverse
change with respect to Home Diagnostics, and other customary
closing conditions. The tender offer is not subject to a financing
condition. The Purchaser may, in its sole discretion, provide for a
subsequent offering period for a further period of time not to
exceed 20 business days in accordance with Rule 14d-11 under the
Securities Exchange Act of 1934 following its acceptance in the
tender offer of a majority of Home Diagnostics’ shares.
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-related
products. Nipro also currently markets its own insulin pump through
its U.S. diabetes division. 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.
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.
Important information
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. Nipro and the Purchaser have filed with
the SEC a Tender Offer Statement on Schedule TO containing an offer
to purchase, form of letter of transmittal and other documents
relating to the tender offer, and Home Diagnostics has filed with
the SEC a Solicitation/Recommendation Statement on Schedule 14D−9
with respect to the tender offer. Nipro, the Purchaser and Home
Diagnostics intend to mail these documents to the stockholders of
Home Diagnostics. These documents contain important information
about the tender offer and stockholders of Home Diagnostics should
read them carefully 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 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 may
obtain a free copy of these documents 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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