Beckman Coulter Commences Cash Tender Offer for Biosite Incorporated at $85.00 Per Share
03 April 2007 - 9:29AM
PR Newswire (US)
FULLERTON, Calif., April 2 /PRNewswire-FirstCall/ -- Beckman
Coulter, Inc. (NYSE:BEC) announces that its wholly-owned
subsidiary, Louisiana Acquisition Sub, Inc., has commenced its
tender offer for all outstanding shares of Biosite Incorporated
(NASDAQ:BSTE) at a price of $85.00 per share in cash. The offer
price represents an approximately 53.5% premium over Biosite's
closing stock price of $55.38 on March 23, 2007 (the last trading
day before the announcement of Beckman's intention to make the
offer pursuant to a definitive merger agreement between Beckman and
Biosite). The Board of Directors of Biosite has unanimously
determined that the offer, the merger and the other transactions
contemplated by the merger agreement are fair to and in the best
interests of Biosite's stockholders. The Board also approved the
merger agreement, declared the merger agreement advisable and
recommended that holders of shares of Biosite common stock tender
their shares in the offer and adopt the merger agreement, if
adoption by Biosite's stockholders is required by applicable law.
There is no financing condition to the tender offer. The tender
offer is subject to certain conditions set forth in the Offer to
Purchase referenced below, including a minimum share tender
condition, the expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the expiration or termination of the applicable
waiting period under certain foreign antitrust laws and receipt of
certain foreign antitrust approvals. Unless the tender offer is
extended, the tender offer 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). Following the acceptance for payment of shares
in the tender offer and completion of the transactions contemplated
in the merger agreement, Biosite will be a wholly-owned subsidiary
of Beckman. About Beckman Coulter Beckman Coulter, Inc. based in
Fullerton, California, develops, manufacturers 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/. 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. Stockholders of
Biosite are urged to read the tender offer materials described
below because they contain important information that stockholders
should consider before making any decision regarding tendering
their shares. The tender offer is being made pursuant to a Tender
Offer Statement on Schedule TO (including the Offer to Purchase,
the related Letter of Transmittal and other tender offer materials)
filed by Beckman and Louisiana Acquisition Sub with the SEC on
April 2, 2007. In addition, on April 2, 2007, Biosite filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC related to the tender offer. The tender offer materials 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 free of charge on the SEC's website
(http://www.sec.gov/) or from D.F. King & Co., Inc., the
information agent for the tender offer, at (800) 769-4414 (toll
free). American Stock Transfer & Trust Company is acting as
depositary for the tender offer. The dealer manager for the offer
is Morgan Stanley. 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 the SEC's website. Contact: Robert Raynor Director, Investor
Relations (714) 773-7620
http://www.newscom.com/cgi-bin/prnh/20031202/BECLOGO
http://photoarchive.ap.org/ DATASOURCE: Beckman Coulter, Inc.
CONTACT: Robert Raynor, Director, Investor Relations, Beckman
Coulter, Inc., +1-714-773-7620 Web site: http://www.biosite.com/
Web site: http://www.beckmancoulter.com/
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