Biosite to move forward with superior proposal from Inverness; Beckman-Coulter can counter

By Lisa Kerner

Charlotte, N.C., April 26 - Biosite Inc. received a binding offer to be acquired by Inverness Medical Innovations, Inc. for $90 per share in cash. This latest proposal is considered by Biosite's board to be superior to Beckman-Coulter, Inc.'s offer of $85 per share.

Beckman Coulter can submit a revised offer that is at least equal to Inverness' until midnight PT on May 2; otherwise, Biosite will end its transaction and pay Beckman Coulter a $50 million termination fee. The offer from Inverness includes a payment to Biosite equal to the termination fee paid to Beckman Coulter, a company news release stated.

Biosite said the Inverness offer included a signed agreement and copies of signed revised commitment letters from proposed financing sources.

"In light of these developments, Beckman Coulter will consider all of its options and determine how to best serve its stockholders," a Beckman Coulter news release stated. The company said it is under no obligation to submit a revised proposal or to respond to Biosite's notice of Inverness' superior proposal.

Beckman Coulter has informed Biosite that it reserves all of its rights under the merger agreement, according to the release.

Under Beckman Coulter and Biosite's existing March 24 merger agreement, Beckman Coulter's wholly owned subsidiary Louisiana Acquisition Sub, Inc. began an $85-per-share cash tender offer to acquire Biosite's outstanding shares. The tender offer is slated to end at midnight ET on April 27, but will be extended by Biosite, if necessary, until May 2.

"We look forward to working with Biosite and its shareholders to consummate this transaction expeditiously and are eager to collaborate with Biosite to maximize the value this powerful, strategic combination will create as we leverage Biosite's strength in proprietary protein markers and robust cardiovascular platform together with our ongoing research and development efforts," Inverness chairman, president and chief executive officer Ron Zwanziger said.

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

Covington Associates and UBS Investment Bank are acting as financial advisers to Inverness, and Goodwin Procter LLP is legal counsel.

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.