Inverness Medical Innovations Agrees to Acquire Cholestech Corporation
05 June 2007 - 12:27AM
PR Newswire (US)
WALTHAM, Mass. and HAYWARD, Calif., June 4 /PRNewswire-FirstCall/
-- Inverness Medical Innovations, Inc. (AMEX:IMA) and Cholestech
Corporation (NASDAQ:CTEC) today announced that they have entered
into a definitive merger agreement pursuant to which Inverness will
acquire Cholestech Corporation, in a stock for stock merger at a
fixed exchange ratio of 0.43642 shares of Inverness common stock
for each share of common stock of Cholestech. Cholestech is a
leading provider of diagnostic tools and information for immediate
risk assessment and therapeutic monitoring of heart disease and
inflammatory disorders. Inverness, a leading manufacturer and
marketer of rapid diagnostic products for the consumer and
professional markets, expects opportunities to develop between
Cholestech and its existing point of care organization as well as
with those of other recently acquired and to-be- acquired companies
and expects the transaction to be accretive in the short term.
Commenting on the transaction, Ron Zwanziger, CEO of Inverness,
said, "We expect that the acquisition of Cholestech, especially
when coupled with our recent and pending acquisitions, will provide
Inverness with the unique ability to assess cardiac risk, diagnose
cardiac conditions and potentially monitor the condition and
response to therapy of cardiac patients. The large installed base
of Cholestech systems in physicians' offices will also be helpful
as we continue to expand into this market segment." Mr. Warren
Pinckert II, President and Chief Executive Officer of Cholestech,
said, "We are excited for the opportunity to combine with Inverness
and leverage our existing product portfolios through each other's
existing customer base. In the future, Inverness' new product
pipeline of cardiac markers will fit well into Cholestech's
installed base of physician offices." The merger is conditioned
upon approval by Cholestech's shareholders as well as the
satisfaction of regulatory and other customary conditions. Approval
by the shareholders of Inverness is not required. The transaction
is structured as a tax-free reorganization and is expected to close
during the fall of 2007. Covington & Associates acted as
financial advisor and Foley Hoag LLP acted as legal counsel to
Inverness. Savvian Advisors, LLC acted as financial advisor and
Wilson Sonsini Goodrich & Rosati, P.C. acted as legal counsel
to Cholestech. About Inverness Inverness Medical Innovations is a
leading developer of advanced diagnostic devices and is presently
exploring new opportunities for its proprietary electrochemical and
other technologies in a variety of professional diagnostic and
consumer-oriented applications including immuno- diagnostics with a
focus on women's health, cardiology and infectious disease. The
Company's new product development efforts, as well as its position
as a leading supplier of consumer pregnancy and fertility/ovulation
tests and rapid point-of-care diagnostics, are supported by the
strength of its intellectual property portfolio. Inverness is
headquartered in Waltham, Massachusetts. For additional information
on Inverness Medical Inc., please visit our website at
http://www.invernessmedical.com/. About Cholestech Cholestech is
committed to enabling people to lead longer, healthier and more
active lives. Cholestech provides easy to use, accessible
diagnostic tools and information to health care practitioners in
over 35 countries around the world. Cholestech offers efficient and
economic diagnostic testing for cholesterol and related lipids and
liver enzymes at the point of care. Health care providers can use
the CLIA-waived Cholestech LDX(R) System and the hs-CRP test, which
is cleared by the FDA for use in moderate complexity labs, to
initiate and monitor the progress of patient therapy. By providing
effective disease management solutions, Cholestech's goal is to be
a leading provider of diagnostic tools and information for
immediate risk assessment and therapeutic monitoring of heart
disease and inflammatory disorders. Cholestech LDX is a registered
trademark of Cholestech Corporation. All other trademarks mentioned
in this document are the property of their respective owners. For
more information about Cholestech and its products visit us on the
web at http://www.cholestech.com/. Additional Information About the
Proposed Transaction and Where to Find It: This press release is
not a proxy statement or a prospectus for the proposed transaction.
Inverness will file a registration statement on Form S- 4 in
connection with the proposed transaction, which will include
Cholestech's proxy statement and Inverness's prospectus for the
proposed transaction. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS, WHICH WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION, IF AND WHEN IT BECOMES AVAILABLE.
The proxy statement/prospectus and other documents which are filed
by Inverness or Cholestech with the Securities and Exchange
Commission (the "SEC") will be available free of charge at the
SEC's website, http://www.sec.gov/, or by directing a request when
such a filing is made by Inverness to Inverness Medical
Innovations, Inc., 51 Sawyer Road, Suite 200, Waltham,
Massachusetts 02453, Attention: Investor Relations, or by directing
a request when such a filing is made by Cholestech to Cholestech
Corporation, 3347 Investment Boulevard, Hayward California 94545,
Attention: Investor Relations. Cholestech, its directors and
certain of its executive officers, as well as Inverness, its
directors and certain of its executive officers, may be considered
participants in the solicitation of proxies in connection with the
proposed transaction. Information about the directors and executive
officers of Cholestech and their respective interests in the
proposed transaction will be set forth or incorporated by reference
in the proxy statement/prospectus that Inverness and Cholestech
will file with the SEC in connection with the proposed transaction.
Information about the directors and executive officers of
Cholestech is available in Cholestech's proxy statement for its
2006 annual meeting of stockholders, as filed with the SEC on July
17, 2006, and in its annual report on Form 10-K, as filed with the
SEC on June 14, 2007. Investors may obtain additional information
regarding the interests of such participants by reading the proxy
statement/prospectus when it becomes available. Cautionary Note
Regarding Forward-Looking Statements This press release may contain
forward-looking statements within the meaning of the federal
securities laws, including statements regarding anticipated timing,
potential synergies, financial benefits and other results or
effects of the proposed business combination. These statements
reflect the parties' current views with respect to future events
and are based on their respective management's current assumptions
and information currently available. Actual results may differ
materially due to numerous factors including, without limitation,
risks associated with market and economic conditions, Inverness'
ability to consummate the acquisition, which is subject to approval
by the shareholders of Cholestech and subject to regulatory review;
Inverness' ability to consummate its pending acquisitions;
Inverness' ability to integrate these and other acquisitions and to
recognize expected synergies; Inverness' ability to contintue to
successfully develop and manufacture diagnostic testing products
and to commercialize products, particular in the area of cardiac
care, and the risks and uncertainties described in Inverness'
annual report on Form 10-K for the period ended December 31, 2006,
and other factors identified from time to time in its periodic
filings with the Securities and Exchange Commission. Inverness
undertakes no obligation to update any forward-looking statements
contained herein. Safe Harbor Statement of Cholestech Corporation
Under the Private Securities Litigation Reform Act of 1995: This
release contains forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those in the forward-looking statements
due to risks and uncertainties, including: risks inherent to the
regulatory approval process; market acceptance and demand for our
current and future products; further regulatory changes and
guidelines affecting the healthcare system in the United States;
risks inherent to future sales growth and the research and
development process; the ability to execute proposed initiatives
and other factors. Additional considerations and important risk
factors are described in Cholestech's Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and other filings with the
Securities and Exchange Commission. DATASOURCE: Inverness Medical
Innovations, Inc. CONTACT: Doug Guarino, Director of Corporate
Relations of Inverness Medical Innovations, Inc., +1-781 647 3900;
or Warren Pinckert for Cholestech, +1-510-293-8004 Web site:
http://www.invernessmedical.com/
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