By Lisa Kerner
Charlotte, N.C., May 17 - Inverness Medical Innovations, Inc. entered into a definitive merger agreement to acquire Biosite Inc. in a $92.50-per-share cash tender offer.
Biosite terminated the merger agreement it previously entered into with Beckman Coulter, Inc. and its acquisition subsidiary.
Inverness will begin a tender offer for all of Biosite's outstanding common stock not already owned by Inverness. The offer is conditioned upon at least a majority of the outstanding Biosite shares being tendered.
If the tender offer is not closed by July 3, Biosite's shareholders will receive $0.015205 per share for each day following July 3 until the tender offer is closed.
The transaction is expected to close at the end of the second quarter or at the beginning of the third quarter of 2007.
"After many months of hard work and dedication, we are gratified to have reached an agreement with Biosite that maximizes value for their stockholders while offering the advantages and growth potential of this powerful strategic combination to our own stockholders," Inverness chairman, president and chief executive officer Ron Zwanziger said in a company news release.
"We expect that a combination with Biosite will be accretive to Inverness' cash-based EPS in the near term as we quickly leverage Biosite's strength in proprietary protein markers and robust cardiovascular platform together with our ongoing research and development efforts in the cardiac arena."
"Our agreement with Inverness provides an increased all cash premium to our stockholders and reflects Inverness' strong commitment to the transaction," Biosite chairman and chief executive officer Kim Blickenstaff added.
On May 10, Biosite's board determined that the May 9 offer from Inverness was reasonably likely to lead to a superior proposal as defined in its May 1 amended merger agreement with Beckman Coulter.
Inverness increased its offer for Biosite to $92.50 per share from $90.00.
Beckman Coulter's tender offer expired on May 15. Some 70,000 shares had been tendered as of May 1, according to a company news release.
Biosite is a San Diego-based biomedical company.
Inverness is a diagnostic device developer based in Waltham, Mass.
Beckman Coulter, located in Fullerton, Calif., develops products to automate biomedical tests.
| Acquirer: | Inverness Medical Innovations, Inc.
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| Target: | Biosite Inc.
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| Price per share: | $92.50
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| Announcement date: | May 17
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| Expected closing: | Second or third quarter of 2007
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| Stock price for target: | Nasdaq: BSTE: $91.74 on May 16
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