Beckman Coulter to Acquire Biosite Incorporated
26 March 2007 - 8:31AM
PR Newswire (US)
- Creates Leading Position in U.S. Immunoassay Market Segment,
Complementing Established Leadership Positions in U.S. Chemistry
and Hematology Segments FULLERTON, Calif. and SAN DIEGO, March 25
/PRNewswire-FirstCall/ -- Beckman Coulter, Inc. (NYSE:BEC), a
leading developer, manufacturer, and marketer of products that
simplify, automate, and innovate complex biomedical tests, and
Biosite(R) Incorporated (NASDAQ:BSTE), a leading biomedical company
commercializing proteomics discoveries for the advancement of
medical diagnosis, announced today that they have entered into a
definitive merger agreement under which Beckman Coulter will
acquire all of Biosite's outstanding common stock in a cash tender
offer of $85.00 per share, or approximately $1.55 billion on a
fully diluted share basis. The proposed transaction is expected to
immediately accelerate Beckman Coulter's revenue growth, improve
operating margins and be accretive to GAAP earnings in 2008 and
beyond. (Logo: http://www.newscom.com/cgi-bin/prnh/20031202/BECLOGO
) Scott Garrett, Beckman Coulter's President and Chief Executive
Officer, said, "This is an exciting transaction that grew out of
our successful relationship with Biosite over the past four years
in the area of B-type Natriuretic Peptide (BNP), a test that aids
in the diagnosis, risk stratification and assessment of severity of
heart failure and the risk stratification of patients with acute
coronary syndromes. It will position Beckman Coulter as a leading
provider of immunoassay tests, especially within cardiac
diagnostics. Biosite utilizes third-party distributors, and more
than 85% of sales come from within the United States. A major
source of value in the transaction is our ability to leverage our
global commercial infrastructure and installed base to expand sales
of Biosite's immunoassay tests, including BNP. Longer term, we will
have significant opportunities to leverage Biosite's pipeline of
novel diagnostic tests across our large installed base of automated
systems in hospital laboratories. Additionally, the transaction
will expand our offerings into near-patient testing, providing
additional markets for many of our highest-value tests." Biosite's
Chairman and Chief Executive Officer, Kim Blickenstaff, stated, "We
have enjoyed a close relationship with Beckman Coulter, and
together we can enhance our delivery of high value diagnostic
solutions that improve clinical and economic outcomes for acute
diseases. Our focus is clearly aligned with Beckman Coulter's
dedication to improving patient health and reducing the cost of
care. Beckman Coulter's reputation and global infrastructure will
be instrumental in expanding the market opportunity for our
Triage(R) family of diagnostic products around the world. Our board
of directors believes that this transaction is in the best interest
of our shareholders, employees and other stakeholders and has
unanimously voted to recommend that Biosite shareholders tender
their shares in this offer." Scott Garrett added, "We expect the
transaction to be accretive to GAAP earnings in 2008, and we remain
on track to achieve our full year 2007 outlook, as stated in our
February 8 earnings release, excluding any impact from the Biosite
acquisition. We expect significant revenue growth resulting from
the improved effectiveness of our global commercial franchise
selling BNP along with other cardiac markers. Biosite will bring to
Beckman Coulter an entrepreneurial culture and talented workforce
recognized for product and market development. Everyone at Beckman
Coulter looks forward to expanding our collaboration with the
Biosite team in San Diego and elsewhere, as we maintain and grow
the center of excellence that Biosite has established." Beckman
Coulter will promptly commence a tender offer for all of Biosite's
outstanding common stock. 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 Beckman Coulter's shareholders is not required. It
is currently expected that the transaction will close in the second
quarter of 2007. Advisors Morgan Stanley is acting as financial
advisor to Beckman Coulter in connection with the acquisition and
is serving as dealer manager for the proposed tender offer. Goldman
Sachs is acting as financial advisor to Biosite. Financing for the
transaction has been fully committed by Morgan Stanley and
Citigroup. Latham & Watkins, LLP is serving as legal counsel to
Beckman Coulter and Cooley Godward Kronish LLP is serving as legal
counsel to Biosite. Investor Webcast Event Beckman Coulter will
host a webcast on Monday, March 26, 2007, at 8:30 am ET to discuss
the transaction. The audio portion of the event may be accessed by
dialing (877) 516-3365 or (706) 679-3246 and asking for the Beckman
Coulter conference call or reservation #3687656. To participate via
the website and obtain access to the presentation materials, please
go to Beckman Coulter's website at http://www.beckmancoulter.com/
and select "go to IR" under Investor Relations and find the call
listed under "What's Ahead". The webcast will be archived for
future on-demand replay. About Beckman Coulter Beckman Coulter,
Inc., based in Fullerton, California, develops, manufactures and
markets products that simplify automate, and innovate complex
biomedical tests. More than 200,000 Beckman Coulter systems operate
in laboratories around the world supplying critical information for
improving patient health and reducing the cost of care. Recurring
revenues consisting of supplies, test kits, service and
operating-type lease payments represent more than 75 percent of the
company's 2006 annual sales of $2.5 billion. For more information,
visit http://www.beckmancoulter.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
http://www.biosite.com/. Forward Looking Statements This press
release contains forward-looking statements, including statements
regarding the anticipated closing of the above described
acquisition, the expected effect of the acquisition on Beckman
Coulter's EPS, operating margins, and revenue growth, and its role
in advancing Beckman Coulter's business. 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 Beckman Coulter's control. Among other
things, these factors include the risk that the acquisition will
not be completed because the tender offer did not proceed as
anticipated or closing conditions to the acquisition were not
satisfied. Other factors include the possibility that the company
will not be able to obtain the leverage across the companies'
installed base that is anticipated, that the changes to
infrastructure will not be realized or will cost more than
anticipated, and that the Company's financial results, including
the number of shares outstanding, will be different from those
anticipated when the effects on EPS, operating margins, and revenue
growth were calculated. For a further list and description of risks
and uncertainties associated with Beckman Coulter's and Biosite's
businesses, see their reports filed with the Securities and
Exchange Commission, including each company's "Risk Factors"
section in its most recent annual report on Form 10-K filed with
the Securities and Exchange Commission. Beckman Coulter 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 This announcement 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 has not commenced.
Shareholders of Biosite are urged to read the relevant tender offer
documents when they become available because they will contain
important information that shareholders should consider before
making any decision regarding tendering their shares. At the time
the offer is commenced, Beckman Coulter 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 shareholders 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 web site at http://www.sec.gov/. Free copies of
these documents are also available from Beckman Coulter. In
addition to the Offer to Purchase, the related Letter of
Transmittal and certain other offer documents, as well as the
Solicitation/Recommendation Statement, Beckman Coulter and Biosite
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 Beckman Coulter and
Biosite 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. Beckman Coulter's
and Biosite'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/. Contacts: For Beckman
Coulter Robert Raynor Director, Investor Relations (714) 773-7620
For Biosite Nadine Padilla Vice President, Corporate & Investor
Relations (858) 805-2820
http://www.newscom.com/cgi-bin/prnh/20031202/BECLOGODATASOURCE:
Beckman Coulter, Inc. CONTACT: For Beckman Coulter - Robert Raynor,
Director, Investor Relations, +1-714-773-7620; For Biosite - Nadine
Padilla, Vice President, Corporate & Investor Relations,
+1-858-805-2820 Web site: http://www.beckmancoulter.com/
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