Beckman Coulter and Biosite Amend Definitive Acquisition Agreement
02 5월 2007 - 4:00PM
PR Newswire (US)
Strategic Rationale and Economics of Combination Support Increased
Price of $90 per Biosite Share FULLERTON, Calif., May 1
/PRNewswire-FirstCall/ -- Beckman Coulter, Inc. (NYSE:BEC)
announced today that it has entered into a revised merger agreement
with Biosite, Inc. (NASDAQ:BSTE). Under the terms of the revised
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
merger agreement. (Logo:
http://www.newscom.com/cgi-bin/prnh/20031202/BECLOGO) Beckman
Coulter will 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 revised agreement, Beckman Coulter is no longer
obligated to extend the amended offer beyond May 15, 2007, although
it retains the right to do so. As of 5 p.m., New York City time, on
May 1, 2007, approximately 70,000 shares had been tendered and not
withdrawn. Scott Garrett, Beckman Coulter's President and Chief
Executive Officer, said, "Our priority is to create sustainable
value for Beckman Coulter's shareholders. The compelling strategic
rationale and economics of this transaction should enable us to
achieve this objective at the revised price. Immunoassay testing is
a primary growth driver for Beckman Coulter, and we have been
expanding this business at 15% to 20% per year -- more than twice
the market's growth rate -- for the past several years. This
product area is where most new, high-value tests come to market.
Our acquisition of Biosite accelerates even further our ability to
create value in this highly profitable market segment. At the
revised price, we expect the transaction will immediately
accelerate Beckman Coulter's revenue growth, improve its operating
margins, and, based on the specifics of the permanent financing and
the timing of synergies, the transaction is expected to be
essentially neutral or modestly accretive to 2008 GAAP earnings per
share." "A major source of value in the transaction is our
unmatched ability to leverage our global commercial infrastructure,
expertise and installed base to expand sales of Biosite's
immunoassay tests, including B-type Natriuretic Peptide (BNP),"
continued Mr. Garrett. "Only Beckman Coulter has an existing deep
and successful relationship with Biosite that will allow it to move
quickly to begin realizing value from this acquisition.
Operationally, we expect to realize significant improvements in the
efficiency of Biosite's current supply chain and customer service
channels. Longer term, we will have significant opportunities to
leverage Biosite's pipeline of novel immunodiagnostic tests across
Beckman Coulter's large and growing installed base of automated
systems in hospital laboratories. Finally, the transaction creates
an additional significant channel for many of Beckman Coulter's
current and future immunoassays into the near-patient testing
segment." Mr. Garrett concluded, "Beckman Coulter will remain a
disciplined and responsible acquirer, and the price in this
transaction is both full and fair to Biosite shareholders, while
also creating considerable value for Beckman Coulter's
shareholders. Both companies are clearly aligned in their
dedication to improving patient health and reducing the cost of
care." Under the terms of the revised agreement, substantially all
outstanding Biosite stock options will be cashed out at the
closing, rather than being rolled over into Beckman Coulter stock
options. All necessary regulatory clearances associated with this
transaction have been received. Approval of the transaction by
Beckman Coulter's shareholders is not required. Advisors Morgan
Stanley is acting as financial advisor to Beckman Coulter in
connection with the acquisition and is serving as dealer manager
for the proposed tender offer. Financing for the transaction has
been fully committed by Morgan Stanley and Citigroup. Latham &
Watkins, LLP is serving as legal counsel to Beckman Coulter. 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 the above described
acquisition, the expected effect of the acquisition on Beckman
Coulter's EPS, operating margins, and revenue growth, and its role
in advancing Beckman Coulter's business. 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 or closing conditions to the acquisition were not
satisfied. Other factors include the possibility that the company
will not be able to obtain the leverage across the companies'
installed base that is anticipated, that the changes to
infrastructure will not be realized or will cost more than
anticipated, and that the Company's financial results, including
the number of shares outstanding, will be different from those
anticipated when the effects on EPS, operating margins, and revenue
growth were calculated. 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, as amended. 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. Contacts: For Beckman Coulter Robert Raynor
Director, Investor Relations (714) 773-7620
http://www.newscom.com/cgi-bin/prnh/20031202/BECLOGO
http://photoarchive.ap.org/ 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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