Beckman Coulter amends Biosite agreement; on par with Inverness Medical offer

By Lisa Kerner

Charlotte, N.C., May 2 - Beckman Coulter, Inc. entered into a revised merger agreement to acquire Biosite, Inc. in a cash tender offer for $90 per share, or about $1.67 billion, up $5 per share from its prior offer and equal to the latest offer from Inverness Medical Innovations, Inc.

As a result, Beckman Coulter will extend its tender offer for all of Biosite's outstanding common stock until midnight May 15. About 70,000 shares had been tendered as of May 1.

On April 26, Biosite received a binding offer to be acquired by Inverness Medical and gave Beckman Coulter until May 2 to present a revised offer. Otherwise, Biosite said it would end its transaction and pay Beckman Coulter a $50 million termination fee.

The Inverness Medical offer included a signed agreement and copies of signed revised commitment letters from proposed financing sources.

The Beckman Coulter agreement calls for substantially all outstanding Biosite stock options to be cashed out at the closing and not rolled over into Beckman Coulter stock options.

In addition, all necessary regulatory clearances have been received and approval by Beckman Coulter's shareholders is not required, according to a company news release.

Morgan Stanley is acting as financial adviser to Beckman Coulter, with financing for the transaction fully committed by Morgan Stanley and Citigroup. Latham & Watkins, LLP is legal counsel to Beckman Coulter.

"The compelling strategic rationale and economics of this transaction should enable us to achieve this objective at the revised price," Beckman Coulter president and chief executive officer Scott Garrett said in the release.

"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."

Beckman Coulter and Biosite's March 24 merger agreement called for Beckman Coulter's wholly owned subsidiary Louisiana Acquisition Sub, Inc. to begin an $85-per-share cash tender offer to acquire Biosite's outstanding shares. That offer was slated to end at on April 27 with the option to be extended until May 2.

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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