e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
________________________
Date of Report (Date of earliest event reported): May 9, 2007
INVERNESS MEDICAL INNOVATIONS, INC.
(Exact name of registrant as specified in charter)
|
|
|
|
|
Delaware
|
|
1-16789
|
|
04-3565120 |
|
|
|
|
|
(State or Other
Jurisdiction
of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.) |
51 Sawyer Road, Suite 200, Waltham, Massachusetts 02453
(Address of Principal Executive Offices) (Zip Code)
(781) 647-3900
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
x Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On May 9, 2007, Inverness Medical Innovations, Inc. (Inverness) issued a press release
relating to the matters discussed below. A copy of that press release is attached hereto and
incorporated herein by reference to Exhibit 99.1 hereto.
Item 8.01. Other Events.
On May 9, 2007, Inverness submitted a new binding offer to acquire Biosite Incorporated
(Biosite) in a transaction structured as a cash tender offer, and has enhanced the value of its
prior proposal from $90.00 per Biosite share to $92.50 per Biosite share. Under the new offer, in
the event that Inverness enters into a definitive agreement with Biosite, Inverness would commence
an upfront tender offer to acquire all of Biosites outstanding shares at a price of $92.50 per
share, payable in cash, and complete a follow-on merger. The tender offer would be conditioned
upon at least a majority of Biosites shares being tendered and would not be conditioned on a
stockholder vote.
The foregoing summary is qualified in its entirety by reference to the copy of the offer
letter delivered to Biosite on May 9, 2007, attached as Exhibit 99.2 hereto and incorporated herein
by reference. Copies of revised commitment letters to finance Inverness proposal are attached as
Exhibits 99.3 and 99.4 hereto and incorporated herein by reference. A copy of the proposed
Agreement and Plan of Merger among Inverness Medical Innovations, Inc., Inca Acquisition, Inc., and
Biosite Incorporated is attached as Exhibit 99.5 hereto and incorporated herein by reference.
This report on form 8-K may contain forward-looking statements within the meaning of the
federal securities laws. These statements reflect Inverness current views with respect to future
events and are based on managements current assumptions and information currently available.
Actual results may differ materially due to numerous factors including, without limitation, risks
associated with general competitive factors, market and economic conditions generally, the demand
for the acquired products, the ability of Inverness to successfully develop and commercialize the
acquired products, the risks and uncertainties described in Inverness annual report on Form 10-K,
as amended, for the period ended December 31, 2006, and other factors identified from time to time
in its periodic filings with the Securities and Exchange Commission (the SEC). Risks and
uncertainties relating to the proposed transaction include, without limitation: volatility in the
market price of Biosites common shares; the lack of assurance that regulatory approvals or
exemptions will be obtained or the proposed offer conditions will be satisfied; the extent to which
holders of common shares determine to tender their shares to any offer; Biosite will not terminate
its merger agreement with Beckman Coulter, Inc.; Biosite will not enter into any definitive
agreement with Inverness or, if entered into, that the terms of any agreement will be materially
different from those described above; Inverness will not obtain the requisite debt financing for
the transaction or, if obtained and the proposed transaction is consummated, Inverness would
significantly increase its level of indebtedness; the anticipated benefits, including synergies and
accretion, of the transaction will not be realized; the closing conditions to any transaction that
may be entered into are not realized; and the proposed transactions will not be consummated.
Inverness undertakes no obligation to update or revise any forward-looking statements contained
herein.
Additional Information About the Proposed Transaction and Where to Find It:
This report is neither an offer to purchase nor a solicitation of an offer to sell shares of
Biosite. The solicitation and the offer to buy Biosite common shares will only be made pursuant to
an offer to purchase and related materials that Inverness intends to file with the SEC. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY, PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE
PROPOSED TENDER OFFER, THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE AND ALL
OTHER RELEVANT DOCUMENTS IF, AND WHEN, THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE PROPOSED TENDER OFFER. All such documents,
if filed, would be available free of charge at the SECs website (www.sec.gov) or by directing a
request to Biosite, 11030 Roselle St., San Diego, CA 92121 (619) 455-4808.
Participants in any solicitation that may occur in the event Inverness and Biosite enter into the
proposed transaction:
In the event a transaction is entered into by and between Inverness and Biosite, Biosite and its
directors, executive officers and other employees may be deemed to be participants in any
solicitation of Biosite shareholders in connection with the proposed transaction.
Information about Biosites directors and executive officers is available in Biosites proxy
statement for its 2006 annual meeting of stockholders, as filed with the SEC on April 28, 2006.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits.
99.1 Press Release, dated May 9, 2007, entitled INVERNESS ANNOUNCES BINDING OFFER TO ACQUIRE
BIOSITE VIA CASH TENDER AT $92.50 PER SHARE
99.2 Offer Letter, dated May 9, 2007, of Inverness Medical Innovations, Inc. to Biosite Incorporated
99.3 Commitment Letter among General Electric Capital Corporation, UBS Loan Finance LLC and
Inverness Medical Innovations, Inc. dated May 9, 2007
99.4 Commitment Letter among UBS Loan Finance LLC, UBS Securities LLC, General Electric Capital
Corporation and Inverness Medical Innovations, Inc. dated May 9, 2007
99.5 Proposed Agreement and Plan of Merger among Inverness Medical Innovations, Inc., Inca
Acquisition, Inc., and Biosite Incorporated
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
INVERNESS MEDICAL INNOVATIONS, INC.
|
|
Date: May 10, 2007 |
By: |
/s/ Jay McNamara
|
|
|
|
Jay McNamara |
|
|
|
Senior Counsel -- Corporate & Finance |
|
|