Medical Device Daily Contributing Writer

It appears that Beckman Coulter (BC; Fullerton, California) may be jilted at the altar, as its potential merger mate, Biosite (San Diego), has expressed its preference for the richer offer from competitor Inverness Medical Innovations (IMI; Waltham, Massachusetts).

BC, the spurned suitor, yesterday said that it was notified by Biosite that the company prefers IMI's $1.64 billion ($90 a share) takeover offer over BC's initial $1.55 billion bid ($85 a share).

BC has until May 2 to match or outbid IMI. If Biosite terminates its deal with BC and accepts the IMI bid after that time, it must pay Beckman Coulter a hefty $50 million termination fee.

After first disclosing plans to acquire Biosite in March, BC launched its tender offer for Biosite earlier this month at the $85-a-share price scheduled to end at end of today, unless extended (Medical Device Daily, April 4, 2007).

Just days after BC's tender offer was initiated, IMI made its sweetened bid for the company, saying that it had been in talks to buy Biosite for more than 10 months prior to the BC offer.

In a letter to Biosite's board, Ron Zwanziger, IMI's president/CEO and chairman, noted that as recently as Feb. 20, IMI submitted a proposal to acquire Biosite and subsequently entered into a confidentiality agreement for the purpose of exploring the possibility of enhancing that offer.

"We are extremely pleased that Biosite's board has recognized our binding offer to acquire Biosite for $90 per share in cash as clearly superior," said Zwanziger after Biosite's announcement. "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."

BC said it will "consider all of its options" and determine how to best serve its stockholders. The company noted that it is under no obligation to submit a revised proposal to Biosite or to respond in any fashion to the Biosite notice.

It did say that if the company does not decide to extend the tender offer deadline, it must still extend the expiration deadline if requested to do so by Biosite, which it indicated has made such a request.

In other dealmaking news:

• Portfolio Logic (Washington) said it will acquire all the outstanding shares of Pediatric Services of America (d.b.a. PSA Healthcare; Norcross, Georgia), which it does not own at a price of $16.25 a share in cash.

Portfolio Logic, a private investment firm primarily focused on healthcare and business services companies, has been an investor in PSA since 2004 and owns 14.9% of its common shares.

As soon as possible, PSA said it will deliver to its shareholders a proxy statement for their consideration and approval of the transaction, and the two companies will file for regulatory approval under the Hart-Scott-Rodino Act.

Raymond James & Associates is serving as financial advisor, and McKenna Long & Aldridge is acting as legal counsel, to PSA in connection with the transaction. Debevoise & Plimpton is acting as legal counsel to Portfolio Logic in connection with the transaction.

PSA provides pediatric home healthcare services through a network of 59 branch offices in 18 states, including satellite offices and branch office start-ups.

• Genesis HealthCare (Kennett Square, Pennsylvania) reported receiving a proposal from Fillmore Capital Partners to acquire it for $64.75 a share in cash.

The board of Genesis said that consistent with its obligations under its existing merger agreement with affiliates of Formation Capital and JER Partners, it will consider the pending transaction with Formation/JER.

Genesis reported on April 19, that it had amended its merger agreement with affiliates of Formation and JER to increase the consideration payable to Genesis shareholders to $64.25 a share in cash from $63 per share, the figure first reported on when that deal was disclosed back in January (MDD, Jan. 17, 2007).

A shareholder vote on the proposed transaction is scheduled for May 4.

At this time, the board said it favors the Formation/JER transaction.

Genesis is a large long-term care provider with more than 200 skilled nursing centers and assisted living residences in 13 eastern states. Genesis also supplies contract rehabilitation therapy to more than 600 healthcare providers in 20 states and the District of Columbia.

• Affiliated Computer Services (ACS; Dallas) said it enhancing its capabilities in the health and human services sector by completing its acquisition of certain assets of Albion (Atlanta), specializing in integrated eligibility software solutions, for $25.5 million.

ACS said the acquisition enables it to address key challenges facing state and local government clients, such as expensive legacy systems and a need for cost reduction.

Albion has additional operations in Massachusetts, Minnesota, New Mexico, Tennessee, and Wyoming.

About 170 employees will transition to ACS as part of the acquisition.

ACS provides business process outsourcing and information technology solutions to commercial and government clients.

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