Biosite to enter discussions with Inverness Medical; Beckman Coulter tender offer continues

By Lisa Kenner

Charlotte, N.C., April 10 - Biosite Inc.'s board of directors will discuss and negotiate with Inverness Medical Innovations, Inc. its April 4 proposal to acquire Biosite for $90.00 per share.

The board said it made the decision after consulting with financial and legal advisers.

Inverness' proposal is reasonably likely to lead to a superior proposal as defined in the merger agreement that Biosite entered into with Beckman Coulter, Inc. on March 24, according to a company news release.

Meanwhile, Biosite's board has not withdrawn, changed or amended the tender offer with Beckman Coulter slated to expire on April 27.

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

"The conditional and uncertain terms of the Inverness offer should give the Biosite board and its stockholders enormous pause," Beckman Coulter president and chief executive officer Scott Garrett said in a statement released in response to Biosite's decision.

"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."

Beckman Coulter said it remains committed to its transaction with Biosite.

Given the significant contingencies and uncertainties associated with Inverness' proposal, Beckman Coulter said it is waiving the requirement that Biosite give 48-hour notice before it enters into discussions or negotiations with 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," Garrett added.

"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."

On April 2, Beckman Coulter subsidiary Louisiana Acquisition Sub, Inc. began an $85.00-per-share tender offer for all outstanding shares of Biosite.

Inverness Medical was critical of Biosite for its failure to respond to its proposal by April 9.

Biosite is a San Diego-based biomedical company that develops products used in making medical diagnoses.

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

Inverness, a diagnostic device developer based in Waltham, Mass., owned roughly 4.7% of Biosite's outstanding common stock as of April 5.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.