By Lisa Kerner
Charlotte, N.C., Aug. 7 - Inverness Medical Innovations, Inc. entered into a definitive agreement to acquire HemoSense, Inc. in an all-stock deal the companies announced on Tuesday.
The agreement calls for HemoSense stockholders to receive 0.274192 of a share of Inverness common stock per HemoSense share. Inverness stock (Amex: IMA) closed at $46.46 on Aug. 6.
Certain HemoSense shareholders have agreed to vote their collective 33% of the company's outstanding shares in favor of the merger agreement.
Inverness expects the transaction to close in the fourth quarter subject to HemoSense shareholder approval. Structured as a tax-free reorganization, the deal should be slightly accretive in 2008 and accretive after that for Inverness.
"With the acquisition of HemoSense, Inverness takes another step in our strategy of providing diagnostic testing to hospitals, physicians' offices, and the home for patient self testing," Inverness chairman and chief executive officer Ron Zwanziger said. HemoSense is a good fit with Inverness' recently acquired Biosite Inc. and Quality Assured Services, Inc., the executive added.
Covington & Associates and Foley Hoag LLP advised Inverness. Lazard Freres & Co. Inc. and Wilson Sonsini Goodrich & Rosati, PC advised HemoSense.
Inverness is a Waltham, Mass., diagnostic device company.
HemoSense is a point-of-care diagnostic health care company located in San Jose, Calif.
| Acquirer: | Inverness Medical Innovations, Inc.
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| Target: | HemoSense, Inc.
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| Price per share: | 0.274192 of an Inverness share
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| Announcement date: | Aug. 7
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| Expected closing: | Fourth quarter of 2007
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| Stock price for acquirer: | Amex: IMA: $46.46 on Aug. 6
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| Stock price for target: | Amex: HEM: $9.27 on Aug. 6
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