Biosite Incorporated Receives Further Revised Commitment Letters From Inverness Medical Regarding Possible Merger Transaction
20 Abril 2007 - 8:30AM
PR Newswire (US)
SAN DIEGO, April 20 /PRNewswire-FirstCall/ -- Biosite Incorporated
(NASDAQ:BSTE) today announced that, on April 19, 2007, Inverness
Medical Innovations, Inc. (AMEX:IMA) provided Biosite with copies
of further revised commitment letters from Inverness' proposed
financing sources in connection with the previously announced
acquisition proposal made by Inverness to acquire all of Biosite's
outstanding shares of common stock, other than Biosite shares
already owned by Inverness, for $90.00 per share in cash. As
previously announced, Inverness provided Biosite with copies of an
initial set of commitment letters on April 4, 2007 and a revised
set of commitment letters on April 17, 2007. Complete copies of the
commitment letters received on April 19, 2007 (which, among other
things, identify certain conditions to the financing contemplated
thereby) are being filed today with the SEC as exhibits to
Amendment No. 7 to Biosite's Schedule 14D-9 relating to its pending
merger agreement with Beckman Coulter, Inc. (NYSE:BEC). Biosite's
Board of Directors, with the assistance of its financial advisor,
Goldman Sachs & Co., and its legal advisors, Cooley Godward
Kronish LLP and Potter Anderson & Corroon LLP, will review and
evaluate the new information provided by Inverness. As previously
announced on March 25, 2007, a subsidiary of Beckman Coulter has
commenced a cash tender offer to acquire all of the outstanding
shares of common stock of Biosite for $85.00 per share. Unless the
Beckman Coulter tender offer is extended, it and any withdrawal
rights to which Biosite's stockholders may be entitled will expire
at 12:00 midnight, New York City time, on Friday, April 27, 2007
(the end of the day on Friday). The Biosite Board has not
withdrawn, qualified, modified, changed or amended its
recommendation with respect to the Beckman Coulter tender offer,
and the merger agreement between Biosite and Beckman Coulter
remains in effect. About Biosite Biosite Incorporated is a leading
bio-medical company commercializing proteomics discoveries for the
advancement of medical diagnosis. Biosite'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 http://www.biosite.com/. Forward Looking
Statements This press release contains forward-looking statements
as defined in the Private Securities Litigation Reform Act of 1995.
These statements are based on current expectations, forecasts and
assumptions. Actual results could differ materially from those
anticipated by these forward-looking statements as a result of a
number of factors, some of which may be beyond Biosite's control.
For a list and description of risks and uncertainties associated
with Biosite's businesses, see Biosite's reports filed with the
Securities and Exchange Commission (SEC), including the "Risk
Factors" section in its most recent annual report on Form 10-K
filed with the SEC. Biosite disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law. Additional Information and Where To Find It
Stockholders of Biosite are urged to read the relevant tender offer
documents because they contain important information that
stockholders should consider before making any decision regarding
tendering their shares. Beckman Coulter and its acquisition
subsidiary have filed tender offer materials with the SEC, and
Biosite has filed a Solicitation/Recommendation Statement with
respect to the Beckman Coulter tender offer. The tender offer
materials related to the Beckman Coulter tender offer (including an
Offer to Purchase, a related Letter of Transmittal and certain
other offer documents) and the Solicitation/Recommendation
Statement related to the Beckman Coulter tender offer 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,
are available to all stockholders of Biosite at no expense to them.
The tender offer materials and the Solicitation/Recommendation
Statement are available for free at the SEC's website at
http://www.sec.gov/. In addition, stockholders are able to obtain a
free copy of these documents from (i) Beckman Coulter by mailing
requests for such materials to: Beckman Coulter, Inc., Office of
Investor Relations (M/S A-37-C), 4300 N. Harbor Blvd., P. O. Box
3100, Fullerton, CA 92834 and (ii) Biosite by mailing requests for
such materials to: Investor Relations, Biosite, 9975 Summers Ridge
Road, San Diego, California 92121. Stockholders of Biosite are also
urged to read the Solicitation/Recommendation Statement with
respect to the Inverness tender offer that will be filed by Biosite
with the SEC when it becomes available as it will contain important
information that stockholders should consider before making any
decision regarding tendering their shares. The
Solicitation/Recommendation Statement will be available to all
stockholders of Biosite at no expense to them. The
Solicitation/Recommendation Statement will be available for free at
the SEC's website at http://www.sec.gov/. In addition, stockholders
are able to obtain a free copy of this document from Biosite by
mailing requests for such materials to: Investor Relations,
Biosite, 9975 Summers Ridge Road, San Diego, California 92121. In
addition to the materials referred to above, Biosite and Beckman
Coulter 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 Beckman Coulter at the SEC public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room. Biosite's and Beckman Coulter's filings with the SEC are also
available to the public from commercial document-retrieval services
and at the website maintained by the SEC at http://www.sec.gov/.
DATASOURCE: Biosite Incorporated CONTACT: Nadine Padilla, Vice
President, Corporate & Investor Relations of Biosite
Incorporated, +1-858-805-2820; or Joele Frank or Dan Katcher, both
of Joele Frank, Wilkinson Brimmer Katcher, +1-212-335-4449, for
Biosite Incorporated Web site: http://www.biosite.com/ Company News
On-Call: http://www.prnewswire.com/comp/116737.html
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