-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I38JDkX0brTfbvDqrQfunc0vUyrQEP1j1mUN7beFcW/M5A+VLf+BdMmzKsv406Ay RjfCzyCC0fJDVfRvJaklDg== 0001193125-07-110545.txt : 20070511 0001193125-07-110545.hdr.sgml : 20070511 20070510175758 ACCESSION NUMBER: 0001193125-07-110545 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070511 DATE AS OF CHANGE: 20070510 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOSITE INC CENTRAL INDEX KEY: 0000834306 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 330288606 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50351 FILM NUMBER: 07839384 BUSINESS ADDRESS: STREET 1: 11030 ROSELLE ST CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194554808 MAIL ADDRESS: STREET 1: 11030 ROSELLE ST CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: BIOSITE DIAGNOSTICS INC DATE OF NAME CHANGE: 19960710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIOSITE INC CENTRAL INDEX KEY: 0000834306 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 330288606 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 11030 ROSELLE ST CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194554808 MAIL ADDRESS: STREET 1: 11030 ROSELLE ST CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: BIOSITE DIAGNOSTICS INC DATE OF NAME CHANGE: 19960710 SC 14D9/A 1 dsc14d9a.htm AMENDMENT NO. 16 TO THE SC 14D-9 Amendment No. 16 to the SC 14D-9

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement Under Section 14(d)(4)

of the Securities Exchange Act of 1934

(Amendment No. 16)

 


Biosite Incorporated

(Name of Subject Company)

Biosite Incorporated

(Name of Person Filing Statement)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

090945 10 6

(CUSIP Number of Class of Securities)

 


Kim D. Blickenstaff

Chairman and Chief Executive Officer

Biosite Incorporated

9975 Summers Ridge Road

San Diego, California 92121

(858) 805-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of Person Filing Statement)

 


With copies to:

 

David B. Berger, Esq.    Frederick T. Muto, Esq.
Vice President, Legal Affairs    Jason L. Kent, Esq.
Biosite Incorporated    Cooley Godward Kronish LLP
9975 Summers Ridge Road    4401 Eastgate Mall
San Diego, California 92121    San Diego, California 92121
(858) 805-2000    (858) 550-6000

 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 



This Amendment No. 16 to the Solicitation/Recommendation Statement on Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Biosite Incorporated, a Delaware corporation (“Biosite”), with the Securities and Exchange Commission (the “SEC”) on April 2, 2007, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14 and Amendment No. 15 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Biosite with the SEC on April 5, 2007, April 10, 2007, April 10, 2007, April 16, 2007, April 17, 2007, April 18, 2007, April 20, 2007, April 24, 2007, April 25, 2007, April 26, 2007, April 26, 2007, April 30, 2007, May 2, 2007, May 8, 2007 and May 10, 2007, respectively (the Schedule 14D-9, as previously filed with the SEC and as the same has been or is amended or supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer made by Louisiana Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Beckman Coulter, Inc. (“Beckman”), disclosed in a Tender Offer Statement on Schedule TO, dated April 2, 2007 (as the same has been or is amended or supplemented from time to time), to purchase all of the outstanding shares of common stock, $0.01 par value per share, of Biosite at a purchase price of $90.00 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 2, 2007 (as the same has been or is amended or supplemented from time to time), and in the related Letter of Transmittal. Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such terms in the Schedule 14D-9.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby further amended and supplemented by adding the following at the end of Item 8:

In the afternoon of May 10, 2007, Biosite issued a press release announcing that the Biosite Board, after consultation with its financial and legal advisors, has determined that the offer set forth in the letter received from Inverness on May 9, 2007 (the “Revised Inverness Offer”) is reasonably likely to lead to a superior proposal as defined in the Merger Agreement. Based in part on this determination, the Biosite Board has authorized Biosite to engage and participate in discussions and negotiations with, and to provide non-public information to, Inverness. Pursuant to the terms of the Merger Agreement, Biosite must provide Beckman with at least 48 hours notice prior to initially engaging in discussions or negotiations with or initially furnishing non-public information to Inverness in response or with respect to the Revised Inverness Offer. Also on May 10, 2007, Biosite provided Beckman with the appropriate notice that would start the 48-hour notice period.

The Biosite Board, together with its financial and legal advisors, will continue to evaluate all aspects of the Revised Inverness Offer. While the Biosite Board has determined that the Revised Inverness Offer is reasonably likely to lead to a superior proposal, the Biosite Board has not at this time determined that the Revised Inverness Offer constitutes a superior proposal. The Biosite Board has not approved, endorsed or recommended the Revised Inverness Offer. Moreover, the Biosite Board has not withdrawn, qualified, modified, changed or amended its recommendation with respect to the Offer by Beckman and the Purchaser, and the Merger Agreement remains in effect.

Item 9.

 

Exhibit No.  

Description

(a)(1)(JJ)   Press Release issued by Biosite Incorporated on May 10, 2007.

 


SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

BIOSITE INCORPORATED
By:   /s/ Kim D. Blickenstaff
Name:   Kim D. Blickenstaff
Title:   Chairman and Chief Executive Officer

Dated: May 10, 2007

EX-99.(A)(1)(JJ) 2 dex99a1jj.htm PRESS RELEASE Press Release

Exhibit (a)(1)(JJ)

FOR IMMEDIATE RELEASE

Contact:

Nadine Padilla

Vice President, Corporate & Investor Relations

(858) 805-2820

Joele Frank / Dan Katcher

Joele Frank, Wilkinson Brimmer Katcher

(212) 895-8627

BIOSITE PREPARED TO ENTER INTO DISCUSSIONS WITH INVERNESS

MEDICAL INNOVATIONS

SAN DIEGO, May 10, 2007—Biosite Incorporated (Nasdaq: BSTE) today announced that its Board of Directors, after consultation with its financial and legal advisors, has determined that the offer set forth in the letter received from Inverness Medical Innovations, Inc. (AMEX: IMA) on May 9, 2007 is reasonably likely to lead to a superior proposal as defined in the merger agreement that Biosite entered into with Beckman Coulter, Inc. (NYSE: BEC) on March 24, 2007, as amended on May 1, 2007. Based in part on this determination, the Biosite Board has authorized Biosite to engage and participate in discussions and negotiations with, and to provide non-public information to, Inverness. Pursuant to the terms of the existing merger agreement with Beckman Coulter, Biosite must provide Beckman Coulter with at least 48 hours notice prior to initially engaging in discussions or negotiations with or initially furnishing non-public information to Inverness in response or with respect to the Inverness offer. Earlier today, Biosite provided Beckman Coulter with the appropriate notice that would start the 48-hour notice period.

The Biosite Board, together with its financial and legal advisors, will continue to evaluate all aspects of the offer from Inverness. While the Biosite Board has determined that the Inverness offer is reasonably likely to lead to a superior proposal, the Biosite Board has not at this time determined that the Inverness offer constitutes a superior proposal. The Biosite Board has not approved, endorsed or recommended the Inverness offer. Moreover, the Biosite Board has not withdrawn, qualified, modified, changed or amended its recommendation with respect to the Beckman Coulter tender offer described below, and the merger agreement between Biosite and Beckman Coulter remains in effect.

As previously announced, a subsidiary of Beckman Coulter has commenced a cash tender offer pursuant to which such subsidiary is offering to acquire all of Biosite’s outstanding shares of common stock for $90.00 per share. Unless the tender offer is extended by Beckman Coulter, it and any withdrawal rights to which Biosite’s stockholders may be entitled will expire at 12:00 midnight, New York City time, on Tuesday, May 15, 2007 (the end of the day on Tuesday).

Goldman Sachs is acting as financial advisor to Biosite and Cooley Godward Kronish LLP and Potter Anderson & Corroon LLP are serving as legal advisors.

 


About Biosite

Biosite Incorporated is a leading bio-medical company commercializing proteomics discoveries for the advancement of medical diagnosis. The company’s products contribute to improvements in medical care by aiding physicians in the diagnosis of critical diseases and health conditions. The Biosite Triage(R) rapid diagnostic tests are used in more than 70 percent of U.S. hospitals and in more than 60 international markets. Information on Biosite can be found at www.biosite.com.

Forward Looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, forecasts and assumptions. Actual results could differ materially from those anticipated by these forward-looking statements as a result of a number of factors, some of which may be beyond Biosite’s control. For a list and description of risks and uncertainties associated with Biosite’s businesses, see Biosite’s reports filed with the Securities and Exchange Commission (SEC), including the “Risk Factors” section in its most recent annual report on Form 10-K filed with the SEC. Biosite disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Additional Information and Where To Find It

Stockholders of Biosite are urged to read the relevant tender offer documents because they contain important information that stockholders should consider before making any decision regarding tendering their shares. Beckman Coulter and its acquisition subsidiary have filed tender offer materials with the SEC, and Biosite has filed a Solicitation/Recommendation Statement with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement contain important information, which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, are available to all stockholders of Biosite at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement are available for free at the SEC’s website at http://www.sec.gov. In addition, stockholders are able to obtain a free copy of these documents from (i) Beckman Coulter by mailing requests for such materials to: Beckman Coulter, Inc., Office of Investor Relations (M/S A-37-C), 4300 N. Harbor Blvd., P. O. Box 3100, Fullerton, CA 92834 and (ii) Biosite by mailing requests for such materials to: Investor Relations, Biosite, 9975 Summers Ridge Road, San Diego, California 92121.

In addition to the tender offer materials described above, Biosite and Beckman Coulter file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Biosite or Beckman Coulter at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Biosite’s and Beckman Coulter’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.

-----END PRIVACY-ENHANCED MESSAGE-----