Biosite and Beckman Coulter Amend Definitive Merger Agreement
02 Maio 2007 - 4:15AM
PR Newswire (US)
Beckman Coulter to Acquire Biosite in $90 Per Share Cash Tender
Offer SAN DIEGO, May 2 /PRNewswire-FirstCall/ -- Biosite
Incorporated (NASDAQ:BSTE) today announced that it and Beckman
Coulter, Inc. (NYSE:BEC) have entered into an amendment to their
existing merger agreement dated March 24, 2007. Under the terms of
the amendment to the merger agreement, Beckman Coulter will acquire
all of Biosite's outstanding common stock in a cash tender offer
for $90.00 per share, or approximately $1.67 billion in total on a
fully diluted share basis, an increase of $5.00 per share over the
original offer price. All necessary regulatory clearances
associated with this transaction have been received. Additional
information with respect to the amendment to the merger agreement
is described in Amendment No. 13 to Biosite's Schedule 14D-9
relating to its existing merger agreement with Beckman Coulter,
which is being filed tomorrow with the SEC. Beckman Coulter has
agreed to extend its tender offer for all of Biosite's outstanding
common stock until the end of the day at 12:00 midnight, Eastern
Daylight Time, on Tuesday, May 15, 2007. Under the terms of the
amended merger agreement, Beckman Coulter is not obligated to
extend the amended offer beyond May 15, 2007, although it retains
the right to do so. Unless the tender offer is extended, it and any
withdrawal rights to which Biosite's stockholders may be entitled
will expire at the end of the day at 12:00 midnight, Eastern
Daylight Time, on Tuesday, May 15, 2007. Goldman Sachs is acting as
financial advisor to Biosite and Cooley Godward Kronish LLP and
Potter Anderson & Corroon LLP are serving as legal advisors.
About Biosite Biosite Incorporated is a leading bio-medical company
commercializing proteomics discoveries for the advancement of
medical diagnosis. The company's products contribute to
improvements in medical care by aiding physicians in the diagnosis
of critical diseases and health conditions. The Biosite Triage(R)
rapid diagnostic tests are used in more than 70 percent of U.S.
hospitals and in more than 60 international markets. Information on
Biosite can be found at http://www.biosite.com/. Forward Looking
Statements This press release contains forward-looking statements
as defined in the Private Securities Litigation Reform Act of 1995.
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 Biosite's control.
For a list and description of risks and uncertainties associated
with Biosite's businesses, see Biosite's reports filed with the
Securities and Exchange Commission (SEC), including the "Risk
Factors" section in its most recent annual report on Form 10-K
filed with the SEC. Biosite 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
Stockholders of Biosite are urged to read the relevant tender offer
documents because they contain important information that
stockholders should consider before making any decision regarding
tendering their shares. Beckman Coulter and its acquisition
subsidiary have filed tender offer materials with the SEC, and
Biosite has filed a Solicitation/Recommendation Statement with
respect to the tender offer. The tender offer materials (including
an Offer to Purchase, a related Letter of Transmittal and certain
other offer documents) and the Solicitation/Recommendation
Statement 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 to all
stockholders of Biosite at no expense to them. The tender offer
materials and the Solicitation/Recommendation Statement are
available for free at the SEC's website at http://www.sec.gov/. In
addition, stockholders are able to obtain a free copy of these
documents from (i) Beckman Coulter by mailing requests for such
materials to: Beckman Coulter, Inc., Office of Investor Relations
(M/S A-37-C), 4300 N. Harbor Blvd., P. O. Box 3100, Fullerton, CA
92834 and (ii) Biosite by mailing requests for such materials to:
Investor Relations, Biosite, 9975 Summers Ridge Road, San Diego,
California 92121. In addition to the tender offer materials
described above, Biosite and Beckman Coulter 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 Biosite or Beckman Coulter 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. Biosite's and Beckman Coulter's filings
with the SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the
SEC at http://www.sec.gov/. DATASOURCE: Biosite Incorporated
CONTACT: Nadine Padilla, Vice President, Corporate & Investor
Relations, Biosite Incorporated, +1-858-805-2820; or Joele Frank or
Dan Katcher, both of Joele Frank, Wilkinson Brimmer Katcher,
+1-212-895-8627, for Biosite Incorporated Web site:
http://www.biosite.com/ Company News On-Call:
http://www.prnewswire.com/comp/116737.html
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