Beckman Coulter and Biosite Amend Definitive Acquisition Agreement
Strategic Rationale and Economics of Combination Support Increased Price of $90 per Biosite Share
Beckman Coulter, Inc. announced that it has entered into a revised merger agreement with Biosite, Inc. Under the terms of the revised merger agreement, Beckman Coulter will acquire all of Biosite's outstanding common stock in a cash tender offer for $90.00 per share, or approximately $1.67 billion in total on a fully diluted share basis, an increase of $5.00 per share over the original merger agreement.
Beckman Coulter will extend its tender offer for all of Biosite's outstanding common stock until the end of the day at 12:00 midnight, Eastern Daylight Time, on Tuesday, May 15, 2007. Under the terms of the revised agreement, Beckman Coulter is no longer obligated to extend the amended offer beyond May 15, 2007, although it retains the right to do so. As of 5 p.m., New York City time, on May 1, 2007, approximately 70,000 shares had been tendered and not withdrawn.
Under the terms of the revised agreement, substantially all outstanding Biosite stock options will be cashed out at the closing, rather than being rolled over into Beckman Coulter stock options. All necessary regulatory clearances associated with this transaction have been received. Approval of the transaction by Beckman Coulter's shareholders is not required.
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