COT Concateno

 

TIDMCOT 
 
RNS Number : 4630W 
Inverness Medical Innovations, Inc 
29 July 2009 
 

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| NOT FOR RELEASE, PUBLICATION OR    | 
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| IN OR INTO OR FROM ANY             | 
| JURISDICTION WHERE TO DO SO WOULD  | 
| CONSTITUTE A VIOLATION OF THE      | 
| RELEVANT LAWS OF SUCH JURISDICTION | 
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FOR IMMEDIATE RELEASE 
29th July 2009 
RECOMMENDED OFFER 
FOR THE ACQUISITION OF CONCATENO PLC 
by 
INVERNESS MEDICAL INNOVATIONS, INC. 
(TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT) 
 
 
_______________________________________________________________________________ 
___ 
 
INVERNESS MEDICAL INNOVATIONS ANNOUNCES 
SECOND QUARTER 2009 RESULTS 
 
 
WALTHAM, MA...July 28, 2009...Inverness Medical Innovations, Inc. (NYSE: IMA), a 
global leader in enabling individuals to take charge of their health at home 
through the merger of rapid diagnostics and health management, today announced 
its financial results for the quarter ended June 30, 2009. 
 
 
In the second quarter of 2009, the Company recorded net revenue of $460.4 
million compared to net revenue of $401.1 million in the second quarter of 2008. 
 The revenue increase was primarily due to $34.2 million of incremental revenue 
provided by our Health Management segment principally as a result of incremental 
revenues from recently acquired businesses, along with $14.5 million of 
incremental revenue contributed by our other recently acquired businesses, 
offset in part by the adverse impact of foreign currency translation which 
reduced reported revenues by $15.6 million.  The recent H1N1 flu outbreak 
resulted in an increase in sales of our influenza tests by $13.9 million from 
the second quarter of 2008. Excluding the impact of the flu increase, the 
currency adjusted organic growth rate in our Professional Diagnostics segment 
was approximately 6%. 
 
 
For the second quarter of 2009, the net income prepared in accordance with 
accounting principles generally accepted in the United States of America 
("GAAP") was $4.5 million, or $(0.02) per diluted common share after preferred 
stock dividends, based on a net loss available to common stockholders of $1.2 
million, compared to net loss of $30.3 million, or $(0.43) per diluted common 
share, based on a net loss available to common stockholders of $33.5 million for 
the second quarter of 2008. The Company reported adjusted cash basis net income 
available to common stockholders of $47.6 million, or $0.57 per diluted common 
share, for the second quarter of 2009, compared to adjusted cash basis net 
income available to common stockholders of $29.6 million, or $0.37 per diluted 
common share, for the second quarter of 2008. 
 
 
The Company's GAAP results for the second quarter of 2009 include amortization 
of $61.2 million, $4.9 million of restructuring charges, $6.6 million of 
stock-based compensation expense and $1.7 million of acquisition-related costs 
recorded in accordance with our adoption of SFAS No. 141-R, Business 
Combinations. GAAP results for the second quarter of 2008 include amortization 
of $55.0 million, $23.6 million of restructuring charges, $7.2 million of 
stock-based compensation expense and a $0.3 million charge related to the 
write-up to fair market value of inventory acquired in connection with the 
acquisitions of Panbio Limited and BBI Holdings Plc.  These amounts, net of tax, 
have been excluded from the adjusted cash basis net income per common share for 
the respective quarters. 
 
 
A detailed reconciliation of the Company's adjusted cash basis net income, which 
is a non-GAAP financial measure, to net income(loss) under GAAP, as well as a 
discussion regarding this non-GAAP financial measure, is included in the 
schedules to this press release. 
 
 
The Company will host a conference call beginning at 10:00 a.m. (Eastern Time) 
today, July 28, 2009, to discuss these results as well as other corporate 
matters.  During the conference call, the Company may answer questions 
concerning business and financial developments and trends and other business and 
financial matters.  The Company's responses to these questions, as well as other 
matters discussed during the conference call, may contain or constitute 
information that has not been previously disclosed. 
 
 
The conference call may be accessed by dialing 706-679-1656 (domestic and 
international), an access code is not required, or via a link on the Inverness 
website at www.invmed.com. It is also available via link 
at http://event.meetingstream.com/r.htm?e=156792&s=1&k=4DD72347FD010D55172B7837 
276D5F3. An archive of the call will be available from the same link 
approximately two hours after the conclusion of the live call and will be 
accessible for 90 days. Additionally, reconciliations to non-GAAP financial 
measures not included in this press release that may be discussed during the 
call will also be available at the Inverness website (www.invmed.com/News.cfm) 
shortly before the conference call begins and will continue to be available on 
this website for 30 days. 
 
 
For more information about Inverness Medical Innovations, please visit our 
website at http://www.invernessmedical.com. 
By developing new capabilities in near-patient diagnosis, monitoring and health 
management, Inverness Medical Innovations enables individuals to take charge of 
improving their health and quality of life at home.  Inverness' global leading 
products and services, as well as its new product development efforts, focus on 
infectious disease, cardiology, oncology, drugs of abuse and women's health. 
Inverness is headquartered in Waltham, Massachusetts. 
[NOTE: The schedules to the above press release can be found on the SEC Edgar 
database on this link 
http://www.sec.gov/Archives/edgar/data/1145460/000095012309026061/b76468exv99w1 
htm ] 
Enquiries: 
Inverness Medical Innovations, Inc 
Doug Guarino    001 781 647 3900 
Jon Russell        001 781 647 3900 
UBS Investment Bank (financial adviser to Concateno) 
Tom Onions 020 7567 8000 
Ewan Davis 020 7567 8000 
Collins Stewart (financial and Rule 3 adviser to Concateno) 
Piers Coombs020 7523 8000 
Bruce Garrow020 7523 8000 
IDJ Limited (financial adviser to Inverness) 
John Incledon020 7355 1200 / 07767 700 717 
David Bolton 020 7355 1200 / 07768 598 436 
The Inverness directors and the independent directors of Concateno accept 
responsibility for the information contained in this announcement. To the best 
of the knowledge and belief of such directors (who have taken all reasonable 
care to ensure that such is the case), the information contained in this 
announcement is in accordance with the facts and does not omit anything likely 
to affect the import of such information. 
IDJ Limited, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority for investment business, is acting exclusively for 
Inverness and no one else in connection with the Proposal and the Scheme and 
will not be responsible to anyone other than Inverness for providing the 
protections afforded to the clients of IDJ Limited nor for providing advice in 
relation to the Proposal and the Scheme or any other matter or arrangement 
referred to in this announcement. 
UBS Investment Bank is acting exclusively for Concateno and no one else in 
connection with the Proposal and the Scheme and will not be responsible to 
anyone other than Concateno for providing the protections afforded to the 
clients of UBS Investment Bank nor for providing advice in relation to the 
Proposal and the Scheme or any other matter or arrangement referred to in this 
announcement. 
Collins Stewart, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority for investment business, is acting exclusively for 
Concateno and no one else in connection with the Proposal and the Scheme and 
will not be responsible to anyone other than Concateno for providing the 
protections afforded to the clients of Collins Stewart nor for providing advice 
in relation to the Proposal and the Scheme or any matter or arrangement referred 
to in this announcement. 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be restricted by law and therefore any persons 
who are subject to the laws of any jurisdiction other than the United Kingdom 
should inform themselves about, and observe, any applicable requirements.  This 
announcement has been prepared for the purposes of complying with English law 
and the Takeover Code and the information disclosed may not be the same as that 
which would have been disclosed if this announcement had been prepared in 
accordance with the laws and regulations of any jurisdiction outside of England. 
This announcement does not constitute an offer to sell or an invitation to 
purchase or subscribe for any securities or a solicitation of any vote or 
approval in any jurisdiction whether relating to the Proposal or otherwise. 
This announcement does not constitute a prospectus or a prospectus equivalent 
document. The Proposal will be made solely through the Scheme Circular which 
contains the full details, terms and conditions of the Proposal, including 
details of how to vote in respect of the Proposal. 
The New Inverness Shares to be issued in connection with the Proposal have not 
been and will not be registered under, nor have the relevant clearances been, 
nor will they be, obtained from the Securities Commission of any province or 
territory of Canada, nor has any prospectus in relation to the New Inverness 
Shares been lodged with, or registered by, the Australian Securities & 
Investments Commission nor any securities authority in Japan.  Accordingly, 
unless an exemption under the relevant securities law is available, the New 
Inverness Shares may not be offered, sold, re-sold or delivered, directly or 
indirectly, into or from Canada, Australia or Japan. 
The Scheme Circular contains important information about Concateno, Inverness, 
the Scheme and related matters. Concateno shareholders are urged to read the 
Scheme Circular carefully. 
Words and expressions defined in the Scheme Circular shall, unless the context 
provides otherwise, have the same meanings in this Announcement. 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or 
becomes, "interested" (directly or indirectly) in one per cent. or more of any 
class of "relevant securities" of Concateno, all "dealings" in any "relevant 
securities" of that company (including by means of an option in respect of, or a 
derivative referenced to, any such "relevant securities") must be publicly 
disclosed by no later than 3.30 pm (London time) on the London business day 
following the date of the relevant transaction. This requirement will continue 
until the date on which the Scheme becomes effective or the Proposals lapse or 
are otherwise withdrawn, or on which the "offer period" otherwise ends. If two 
or more persons act together pursuant to an agreement or understanding, whether 
formal or informal, to acquire an "interest" in "relevant securities" of 
Concateno, they will be deemed to be a single person for the purpose of Rule 
8.3. 
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or 
becomes, "interested" (directly or indirectly) in one per cent. or more of any 
class of "relevant securities" of Inverness, all "dealings" in any "relevant 
securities" of that company (including by means of an option in respect of, or a 
derivative referenced to, any such "relevant securities") must be publicly 
disclosed by no later than 3.30 pm (London time) on the London business day 
following the date of the relevant transaction. This requirement will continue 
until the date on which the Scheme becomes effective or the Proposals lapse or 
are otherwise withdrawn, or on which the "offer period" otherwise ends. If two 
or more persons act together pursuant to an agreement or understanding, whether 
formal or informal, to acquire an "interest" in "relevant securities" of 
Inverness, they will be deemed to be a single person for the purpose of Rule 
8.3. 
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in 
"relevant securities" of Concateno by Inverness, or by Concateno, or any of 
their respective "associates", must be disclosed by no later than 12.00 noon 
(London time) on the London business day following the date of the relevant 
transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk . 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the Takeover Code, which can also be 
found on the Takeover Panel's website. If you are in any doubt as to whether or 
not you are required to disclose a "dealing" under Rule 8, you should consult 
the Takeover Panel. 
This information is provided by RNS 
The company news service from the London Stock Exchange 
 
END 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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