A Medical Device Daily
Inverness Medical Innovations (IMI; Waltham, Massachusetts) reported that its wholly owned subsidiary, Inca Acquisition, has begun its tender offer for all outstanding shares of Biosite (San Diego) at a price of $92.50 per share in cash, without interest, plus, if the first time the shares are accepted for payment shall not have occurred on or prior to July 2, an additional $0.015205 in cash per share for each day during the period beginning on July 3, through the acceptance time, less any applicable withholding taxes.
IMI bested rival suitor Beckman Coulter (Fullerton, California) earlier this month by agreeing to pay $2.50 more per share (Medical Device Daily, May 11, 2007).
Biosite's board has unanimously determined that the tender offer, the related merger and the other transactions contemplated by the tender offer and merger agreement are fair to and in the best interests of Biosite's stockholders. The Biosite board also approved the merger agreement, declared the merger agreement advisable, and recommended that holders of shares of Biosite common stock tender their shares in the offer and adopt the merger agreement.
There is no financing condition to the tender offer, but it is still subject to certain conditions including antitrust regulations
Unless the tender offer is extended, the tender offer and any withdrawal rights to which Biosite's stockholders may be entitled will expire at midnight, EDT, on June 25.
Following the acceptance for payment of shares in the tender offer and completion of the transactions contemplated in the merger agreement, Biosite will be a wholly owned subsidiary of Inverness.
In a move designed to facilitate its acquisition of Biosite and related transactions, IMI also reported that it has initiated a tender offer and consent solicitation.
The company initiated an offer to purchase all of the outstanding $150 million in aggregate principal amount of its 8.75% senior subordinated notes due 2012. The tender offer is scheduled to expire at midnight on June 25, unless extended or earlier terminated.
The tender offer is conditioned upon, among other things, the company receiving the requisite consents from holders of the notes, new financing in an amount of at least $1.3 billion and IMI's purchase of shares of common stock of Biosite.
In conjunction with the offer to purchase, Inverness is soliciting consents to eliminate substantially all of the restrictive covenants contained in the indenture governing the notes, as well as modify or eliminate certain other provisions.
Inverness has retained UBS Investment Bank to act as dealer manager in connection with the tender offer.
IMI is a developer of advanced diagnostic devices
Biosite's products contribute to improvements in medical care by aiding physicians in the diagnosis of critical diseases and health conditions. The Biosite Triage rapid diagnostic tests are used in more than 70% of U.S. hospitals and in more than 60 international markets.
454 Life Sciences (Branford, Connecticut) reported the completion of its $155 million acquisition by Roche (Basel, Switzerland). 454 Life Sciences, with its 167 employees, will remain in Branford, Connecticut as a member of the Roche Diagnostics (Mannheim, Germany) organization.
Curagen (New Haven, Connecticut) agreed to sell 454 to Roche in March (MDD, March 30, 2007)
"Now that 454 Life Science is part of Roche, we are prepared to further strengthen our sequencing business and to provide cutting edge sequencing technology to the worldwide research community," said Manfred Baier, Head of Roche Applied Sciences.
"Our merger with Roche brings added resources to the research and development and manufacturing activities in our Branford facilities, both of which are expected to expand as we see increasing demand for our sequencing products and services," said Christopher McLeod, president of 454. "Our customers can expect continued development of 454 Sequencing technology from this exciting business combination."
454 was founded in 2000 as a majority-owned subsidiary of CuraGen, with the mission of developing affordable, high-throughput DNA sequencing. 454 and Roche have been operating under a research and marketing collaboration established in May 2005 under which Roche Diagnostics has acted as the exclusive worldwide distributor of the Genome Sequencer systems and associated reagents.
In other dealmaking news: PSS World Medical (Jacksonville, Florida) reported that it has agreed to acquire all of the outstanding stock of Activus Healthcare Solutions (AHS; Phoenix), a distributor of medical supplies to office-based physicians and ambulatory surgery centers in California, Oregon, Nevada, and Arizona. Terms of the transaction were not disclosed.
Activus generates $22 million in annual revenue and has 14 sales representatives.
"The Activus sales team will accelerate our expansion, while they will benefit from a broader product offering, superior marketing programs and exclusive agreements with our supplier partners," said David Smith, CEO and chairman of PSS World Medical.
Activus also has operations in Fullerton and Sacramento, California.
The acquisition is expected to reduce the company's EPS by about 1 cent in fiscal year 2008 due to transition and integration costs, but will be accretive to earnings within 12 months.
PSS is a national distributor of medical products to physicians and elder care providers.