Beckman Coulter, Inc. has reiterated its firm commitment to complete its acquisition of Biosite® Incorporated in the next 30 days.
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,” Mr. Garrett added.
“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).