Beckman Coulter Agrees To Acquire Biosite Incorporated For $1.55 Billion In Cash
Beckman Coulter, Inc. (NYSE: BEC) and Biosite® Incorporated (Nasdaq: BSTE), announced today that they have entered into a definitive merger agreement under which Beckman Coulter will acquire all of Biosite’s outstanding common stock in a cash tender offer of $85.00 per share, or approximately $1.55 billion on a fully diluted share basis. The proposed transaction is expected to immediately accelerate Beckman Coulter’s revenue growth, improve operating margins and be accretive to GAAP earnings in 2008 and beyond.
Scott Garrett, Beckman Coulter’s President and Chief Executive Officer, said, “This is an exciting transaction that grew out of our successful relationship with Biosite over the past four years in the area of B-type Natriuretic Peptide (BNP), a test that aids in the diagnosis, risk stratification and assessment of severity of heart failure and the risk stratification of patients with acute coronary syndromes. It will position Beckman Coulter as a leading provider of immunoassay tests, especially within cardiac diagnostics. Biosite utilizes third-party distributors, and more than 85% of sales come from within the United States. A major source of value in the transaction is our ability to leverage our global commercial infrastructure and installed base to expand sales of Biosite’s immunoassay tests, including BNP. Longer term, we will have significant opportunities to leverage Biosite’s pipeline of novel diagnostic tests across our large installed base of automated systems in hospital laboratories. Additionally, the transaction will expand our offerings into near-patient testing, providing additional markets for many of our highest-value tests.”
Biosite’s Chairman and Chief Executive Officer, Kim Blickenstaff, stated, “We have enjoyed a close relationship with Beckman Coulter, and together we can enhance our delivery of high value diagnostic solutions that improve clinical and economic outcomes for acute diseases. Our focus is clearly aligned with Beckman Coulter’s dedication to improving patient health and reducing the cost of care. Beckman Coulter’s reputation and global infrastructure will be instrumental in expanding the market opportunity for our Triage® family of diagnostic products around the world. Our board of directors believes that this transaction is in the best interest of our shareholders, employees and other stakeholders and has unanimously voted to recommend that Biosite shareholders tender their shares in this offer.”
Scott Garrett added, “We expect the transaction to be accretive to GAAP earnings in 2008, and we remain on track to achieve our full year 2007 outlook, as stated in our February 8 earnings release, excluding any impact from the Biosite acquisition. We expect significant revenue growth resulting from the improved effectiveness of our global commercial franchise selling BNP along with other cardiac markers. Biosite will bring to Beckman Coulter an entrepreneurial culture and talented workforce recognized for product and market development. Everyone at Beckman Coulter looks forward to expanding our collaboration with the Biosite team in San Diego and elsewhere, as we maintain and grow the center of excellence that Biosite has established.”
Beckman Coulter will promptly commence a tender offer for all of Biosite’s outstanding common stock. The offer is conditioned upon at least a majority of the outstanding Biosite shares, determined on a fully diluted basis, being tendered, as well as the satisfaction of regulatory and other customary conditions. Approval of the transaction by Beckman Coulter’s shareholders is not required. It is currently expected that the transaction will close in the second quarter of 2007.
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