Biosite receives unsolicited offer from Inverness Medical as Beckman Coulter deal moves forward

By Lisa Kerner

Charlotte, N.C., April 5 - Biosite Inc. said it received an unsolicited letter from Inverness Medical Innovations, Inc. to acquire all of Biosite's outstanding common stock for $90.00 per share in cash, beating the $85.00 per share agreement Biosite already has with Beckman Coulter, Inc.

Business terms of the merger proposal are substantially similar to the existing agreement between Biosite and Beckman Coulter, according to a Biosite news release.

"After 10 months of careful review and unsuccessful outreach efforts to Biosite's management team and board, we came to the conclusion that we had no choice but to make our intentions absolutely clear," Inverness chairman, president and chief executive officer Ron Zwanziger said in a company news release.

"While we have serious concerns regarding the integrity of a supposedly competitive bidding process that would lead Biosite's management to enter into a preemptive merger agreement with another party rather than fully explore a combination with us, we are hopeful that Biosite's board will respond favorably to our superior proposal and recognize the fiduciary duty they owe to their stockholders to do so."

On March 25, Biosite and Beckman Coulter announced a definitive agreement in which a Beckman Coulter subsidiary would acquire all of Biosite's outstanding common stock for $85.00 per share in a cash tender offer slated to expire on April 27.

In response to Inverness' offer, Beckman Coulter reiterated "its firm commitment" to complete its acquisition of Biosite in the next 30 days. Biosite's board of directors has already approved the agreement with Beckman Coulter.

"Beckman Coulter is proceeding, as planned, with a fully financed, cash offer for Biosite that is clearly superior to the unsolicited, highly speculative and conditional letter that Biosite has received from Inverness Medical Innovations," Beckman Coulter president and chief executive officer Scott Garrett said in a news release.

"We are confident that Biosite stockholders will be easily able to distinguish Beckman Coulter's very compelling tender offer with all required regulatory filings complete, from a letter that is noteworthy for the many questions that it raises about the financing and timing of a yet to be defined offer."

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.

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