Beckman Coulter Responds to Biosite Filing
10 Abril 2007 - 10:41AM
PR Newswire (US)
FULLERTON, Calif., April 10 /PRNewswire-FirstCall/ -- Beckman
Coulter, Inc. (NYSE:BEC), a leading developer, manufacturer, and
marketer of products that simplify, automate, and innovate complex
biomedical testing, today responded to the decision by the Board of
Directors of Biosite(R) Incorporated (NASDAQ:BSTE) to authorize
Biosite to engage and participate in discussions and negotiations
with Inverness Medical Innovations, Incorporated (AMEX:IMA). Scott
Garrett, Beckman Coulter's President and Chief Executive Officer,
said, "The conditional and uncertain terms of the Inverness offer
should give the Biosite board and its stockholders enormous pause.
In our view, the fact that Inverness has not proposed a tender
offer, which could be concluded relatively quickly, speaks volumes
about the firmness of its financing. Inverness' financing
'commitments' contain remarkably broad conditions and
contingencies. It is not surprising, therefore, that Inverness
instead is suggesting a one-step transaction - one that would take
months to complete." Mr. Garrett further suggested that the Biosite
Board should communicate the risks and uncertainties of the
Inverness offer to Biosite's stockholders who, based on trading
levels in the marketplace, may be unaware of these risks. "We
remain committed to our transaction with Biosite and continue to be
very enthusiastic about the prospects for developing Biosite and
Beckman Coulter as a combined business," stated Mr. Garrett. "Given
the significant contingencies and uncertainties associated with
Inverness' proposal and the superiority of the transaction offered
by Beckman Coulter's definitive merger agreement with Biosite,
Beckman Coulter is waiving the requirement that Biosite provide
Beckman Coulter 48 hours notice prior to engaging in discussions or
negotiations with or furnishing non-public information to
Inverness." "We believe Biosite stockholders will conclude that
Inverness is unable to make an offer for Biosite that is as
compelling as the definitive transaction between Beckman Coulter
and Biosite which is scheduled to be completed within the next 25
days. By waiving this 48-hour notice period, we are seeking to
resolve the uncertainty in the marketplace resulting from
Inverness' offer as quickly as possible," concluded Mr. Garrett. 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 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). About Beckman Coulter Beckman Coulter,
Inc., based in Fullerton, California, develops, manufactures and
markets products that simplify automate, and innovate complex
biomedical tests. More than 200,000 Beckman Coulter systems operate
in laboratories around the world supplying critical information for
improving patient health and reducing the cost of care. Recurring
revenues consisting of supplies, test kits, service and
operating-type lease payments represent more than 75 percent of the
company's 2006 annual sales of $2.5 billion. For more information,
visit http://www.beckmancoulter.com/. Forward Looking Statements
This press release contains forward-looking statements, including
statements regarding the anticipated closing of Beckman's tender
offer and interpretation of the merger agreement between Beckman
Coulter and Biosite. These statements are based on current
expectations, forecasts and assumptions. Actual results could
differ materially from those anticipated by these forward-looking
statements as a result of a number of factors, some of which may be
beyond Beckman Coulter's control. Among other things, these factors
include the risk that the acquisition will not be completed because
the tender offer did not proceed as anticipated, closing conditions
to the acquisition were not satisfied or the risk that the merger
agreement will be interpreted differently. For a further list and
description of risks and uncertainties associated with Beckman
Coulter's and Biosite's businesses, see their reports filed with
the Securities and Exchange Commission, including each company's
"Risk Factors" section in its most recent annual report on Form
10-K filed with the Securities and Exchange Commission. Beckman
Coulter disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
Additional Information and Where to Find It This announcement is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Biosite. Stockholders of Biosite are urged to read the
tender offer materials described below because they contain
important information that stockholders should consider before
making any decision regarding tendering their shares. The tender
offer is being made pursuant to a Tender Offer Statement on
Schedule TO (including the Offer to Purchase, the related Letter of
Transmittal and other tender offer materials) filed by Beckman and
Louisiana Acquisition Sub with the SEC on April 2, 2007. In
addition, on April 2, 2007, Biosite filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC related to the tender offer. The tender offer materials contain
important information, which should be read carefully before any
decision is made with respect to the tender offer. The Offer to
Purchase, the related Letter of Transmittal and certain other offer
documents, as well as the Solicitation/Recommendation Statement,
are available free of charge on the SEC's website
(http://www.sec.gov/) or from D.F. King & Co., Inc., the
information agent for the tender offer, at (800) 769-4414 (toll
free). American Stock Transfer & Trust Company is acting as
depositary for the tender offer. The dealer manager for the offer
is Morgan Stanley. In addition to the Offer to Purchase, the
related Letter of Transmittal and certain other offer documents, as
well as the Solicitation/Recommendation Statement, Beckman Coulter
and Biosite file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by Beckman
Coulter and Biosite at the SEC public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room. Beckman Coulter's and Biosite's filings with the SEC are also
available to the public from commercial document-retrieval services
and the SEC's website. Contact: Robert Raynor Director, Investor
Relations (714) 773-7620 DATASOURCE: Beckman Coulter, Inc. CONTACT:
Robert Raynor, Director, Investor Relations of Beckman Coulter,
Inc., +1-714-773-7620 Web site: http://www.beckmancoulter.com/
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