Biosite: Latest offer from Inverness superior, Beckman Coulter will not go higher than $90 per share

By Lisa Kerner

Charlotte, N.C., May 15 - Biosite Inc. said it was willing to give Beckman Coulter until May 18 to match the latest revised binding offer from Inverness Medical Innovations, Inc. However, Beckman Coulter is not willing to increase its offer beyond the current offer price of $90 per share.

"Our priority throughout this process has been to create sustainable value for Beckman Coulter's shareholders," Beckman Coulter president and chief executive officer Scott Garrett said in a company news release.

"We continue to believe the combination of Biosite with Beckman Coulter is strategically sound. At $90 per share, our revised merger agreement includes a full and fair price for Biosite, and with all regulatory clearances associated with this transaction already in hand, is highly certain."

Beckman Coulter also does not agree that the Inverness proposal is superior to its own.

"We expect that Biosite will terminate its existing merger agreement with Beckman Coulter and, concurrently, pay Beckman Coulter a termination fee of $54 million," Garrett added.

Inverness, as part of its deal, has offered to reimburse Biosite for payment of the fee.

The latest offer from Inverness calls for a $92.50-per-share cash tender offer for 100% of the outstanding shares of Biosite common stock within 45 days of the agreement. After that, the per-share price will rise by $0.015205 per day until the deal is closed. Inverness had previously offered $90 per share.

A subsidiary of Beckman Coulter began a $90-per-share cash tender offer for Biosite that was slated to end at midnight ET on May 15. The total value of the tender offer is about $1.67 billion. Some 70,000 shares had been tendered as of May 1.

Goldman Sachs is acting as financial adviser to Biosite, and Cooley Godward Kronish LLP and Potter Anderson & Corroon LLP are legal advisers.

Biosite is a San Diego-based biomedical company.

Beckman Coulter, located in Fullerton, Calif., develops products to automate biomedical tests.

Inverness is a diagnostic device developer based in Waltham, Mass.

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