Beckman Coulter Reaffirms Commitment to Acquire Biosite
05 April 2007 - 11:40PM
PR Newswire (US)
-- With Regulatory Filings Submitted, and Tender Offer Commenced,
Proposed Acquisition Proceeding as Planned; To Close in the Next 30
Days -- FULLERTON, Calif., April 5 /PRNewswire-FirstCall/ --
Beckman Coulter, Inc. (NYSE:BEC), a leading developer,
manufacturer, and marketer of products that simplify, automate, and
innovate complex biomedical testing, today reiterated its firm
commitment to complete its acquisition of Biosite(R) Incorporated
(NASDAQ:BSTE) in the next 30 days. (Logo:
http://www.newscom.com/cgi-bin/prnh/20031202/BECLOGO ) Scott
Garrett, Beckman Coulter's President and Chief Executive Officer,
said, "Beckman Coulter is proceeding, as planned, with a fully
financed, cash offer for Biosite that is clearly superior to the
unsolicited, highly speculative and conditional letter that Biosite
has received from Inverness Medical Innovations. The certainty and
near-term completion date that characterize Beckman Coulter's offer
stand in stark contrast to the highly conditional Inverness letter
that has proposed additional due diligence, negotiation of a merger
agreement, a shareholder vote and contingent financing. These steps
would take months to complete, if, in fact, Inverness is able to
finance an acquisition - which the highly conditional nature of its
claimed "commitments" leaves very much in question. We are
confident that Biosite stockholders will be easily able to
distinguish Beckman Coulter's very compelling tender offer with all
required regulatory filings complete, from a letter that is
noteworthy for the many questions that it raises about the
financing and timing of a yet to be defined offer. "Beckman Coulter
has the resources to invest in Biosite's future, and will maintain
and expects to grow the center of excellence that Biosite has
established in San Diego as we together form a leadership position
in immunoassay testing, especially within cardiac diagnostics.
Given Beckman Coulter's existing business relationship with Biosite
we are uniquely positioned to realize value from the combination
for Beckman Coulter's stockholders," concluded Mr. Garrett. Beckman
Coulter already has filed for regulatory approval of its proposed
transaction in the United States, under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, as well as under
certain foreign antitrust laws, and expects to receive all
necessary clearances within the next 30 days. In addition, as
announced on April 2, 2007, Louisiana Acquisition Sub, Inc., a
wholly-owned subsidiary of Beckman Coulter, has commenced a tender
offer for all outstanding shares of Biosite 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
Coulter's intention to make the offer pursuant to a definitive
merger agreement between Beckman Coulter and Biosite. The Board of
Directors of Biosite 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. Biosite's 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. The Beckman Coulter
tender offer is not subject to any financing conditions and is
scheduled to be completed at 12:00 midnight, New York City time, on
Friday, April 27, 2007 (the end of the day on Friday). 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/. Forward Looking Statements This
press release contains forward-looking statements, including
statements regarding the anticipated closing of Beckman's tender
offer and its receipt of regulatory approvals necessary for the
completion of the tender offer. 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. 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.
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. Contacts: 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 for Beckman
Coulter, Inc., +1-714-773-7620 Web site:
http://www.beckmancoulter.com/
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