-----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, Sux1OcgbKH1h9B8N+eVsQORiBt+oJdTmAHPhzXSAnKiQLn8HaJMXgN/NJMn8jHDP ttcl5tCndWtJcqyHZQCdUw== 0001193125-07-116375.txt : 20070516 0001193125-07-116375.hdr.sgml : 20070516 20070516090133 ACCESSION NUMBER: 0001193125-07-116375 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070516 DATE AS OF CHANGE: 20070516 GROUP MEMBERS: LOUISIANA ACQUISITION SUB, INC. 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50351 FILM NUMBER: 07856053 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: BECKMAN COULTER INC CENTRAL INDEX KEY: 0000840467 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 951040600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 4300 N HARBOR BLVD STREET 2: PO BOX 3100 CITY: FULLERTON STATE: CA ZIP: 92834-3100 BUSINESS PHONE: 7147736907 MAIL ADDRESS: STREET 1: 4300 N HARBOR BLVD STREET 2: PO BOX 3100 CITY: FULLERTON STATE: CA ZIP: 92834-3100 FORMER COMPANY: FORMER CONFORMED NAME: BECKMAN INSTRUMENTS INC DATE OF NAME CHANGE: 19920703 SC TO-T/A 1 dsctota.htm AMENDMENT NO. 9 TO FORM SC TO-T Amendment No. 9 to Form SC TO-T

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Amendment No. 9

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Biosite Incorporated

(Name of Subject Company (Issuer))

Beckman Coulter, Inc.

Louisiana Acquisition Sub, Inc.

(Names of Filing Persons (Offerors))

 

Common Stock, par value $0.01 per share    090945 10 6
(Titles of Classes of Securities)    (CUSIP Number of Class of Securities)

 


Scott Garrett

President & CEO

Beckman Coulter, Inc.

4300 N. Harbor Boulevard

Fullerton, California 92834-3100

(714) 871-4848

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Persons)

 


Copies to:

Paul D. Tosetti, Esq.

Cary K. Hyden, Esq.

Jonn R. Beeson, Esq.

Latham & Watkins LLP

633 West Fifth St., Suite 4000

Los Angeles, California 90071-2007

Tel: (213) 485-1234

CALCULATION OF FILING FEE

 

Transaction Valuation*    Amount of Filing Fee**
$1,861,863,120    $57,160

 

* Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of up to 20,687,368 shares of common stock, par value $0.01 per share, of Biosite, including the associated preferred share purchase rights, at a purchase price of $90 per share. As of April 23, 2007, such number of shares consists of (i) 16,467,125 shares of common stock issued and outstanding and (ii) 4,220,243 shares of common stock that are expected to be issuable before the expiration of the Offer under stock options and other rights to acquire Biosite shares.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), equals 0.0000307 of the transaction valuation.

 

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $57,160    Filing Party:    Beckman Coulter, Inc. and Louisiana Acquisition Sub, Inc.
Form or Registration No.: Schedule TO-T and Schedule TO-T Amendment No. 7    Date Filed:    April 2, 2007 and May 2, 2007

 

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x third-party tender offer subject to Rule 14d-1.
¨ issuer tender offer subject to Rule 13e-4.
¨ going-private transaction subject to Rule 13e-3.
¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

 



AMENDMENT NO. 9 TO SCHEDULE TO

This Amendment No. 9 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Statement”), filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2007, as amended by Amendments No. 1 though 8, by (i) Beckman Coulter, Inc., a Delaware corporation (“Beckman”), and (ii) Louisiana Acquisition Sub, Inc., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of Beckman, relating to the offer by the Purchaser to purchase all issued and outstanding shares of common stock, par value $0.01 per share, together with the associated rights to purchase series A participating preferred stock, par value $0.01 per share (collectively, the “Shares” and each, a “Share”), of Biosite Incorporated, a Delaware corporation (“Biosite”), at a price of $90.00 per Share in cash, without interest (the “Offer Price”), less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Statement.

Best and Final Offer

Items 4, 5 and 11(b) of the Statement, to the extent such Items incorporate by reference the information contained in the Offer, are hereby amended and supplemented as follows:

Section 11—”Background of the Offer; Past Contacts, Negotiations and Transactions” of the Offer to Purchase is hereby amended and supplemented by adding the following paragraph at the end of the subsection captioned “Background of the Offer”:

“On May 9, 2007, Inverness submitted a new offer to acquire Biosite, increasing its offer price from $90.00 per Share by way of a merger to $92.50 per Share by way of a tender offer followed by a merger. On May 14, 2007, Inverness submitted a revised offer to acquire Biosite by way of a cash tender offer. The price contemplated by that Inverness offer is $92.50 per share in cash, plus if the “Acceptance Time” of the Inverness tender offer (as defined in the proposed Inverness merger agreement) does not occur on or prior to the date that is 45 days from the date of the Inverness merger agreement (or the next succeeding business day) (the “Target Date”), an amount of cash equal to $0.015205 per day for each day during the period commencing on the day following the Target Date through the Acceptance Time of the Inverness tender offer. Also on May 14, Biosite sent Beckman a notice that Biosite’s board of directors had determined that Inverness’ latest offer constituted a Superior Proposal. The notice gave Beckman until 12:01 a.m., Pacific Daylight Time, on Friday, May 18, 2007 to respond, should it so choose, to Biosite with a revised proposal. Later that day, Beckman issued a press release announcing that it would not increase its offer price to acquire Biosite beyond its current offer price of $90 per Share, based upon the determination by Beckman that the long-term interests of its shareholders were not best served by increasing the tender offer price.”

Extension of Offer

Items 1 through 9 and 11 of the Statement, to the extent they incorporate by reference information contained in the Offer, are hereby amended and supplemented to include the following:

“On May 15, 2007, Beckman issued a press release announcing that the Offer has been extended to the end of the day at 12:00 midnight, New York City Time, on Friday, May 18, 2007. This extension conforms the expiration of the Offer to the time at which Biosite is expected to terminate the Merger Agreement and in no way changes the intent of Beckman that its $90.00 per Share offer is its best and final offer. The Depositary has advised Beckman that approximately 299,000 Shares have been validly tendered and not withdrawn in the Offer as of 5:00 pm New York City time, on May 15, 2007. A copy of the press release is filed hereto as Exhibit (a)(5)(O) and incorporated herein by reference.”

Miscellaneous

Item 12 of the Statement is hereby amended and supplemented to include the following:

“(a)(5)(N) Press Release issued by Beckman Coulter, Inc. on May 14, 2007.”

“(a)(5)(O) Press Release issued by Beckman Coulter, Inc. on May 15, 2007.”

 


SIGNATURES

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.

 

LOUISIANA ACQUISITION SUB, INC.
By:   /s/    ARNOLD A. PINKSTON
Name:   Arnold A. Pinkston
Title:   Secretary

 

BECKMAN COULTER, INC.
By:   /s/    ARNOLD A. PINKSTON
Name:   Arnold A. Pinkston
Title:   Senior Vice President, General Counsel and Secretary

Date: May 16, 2007


INDEX TO EXHIBITS

 

(a)(1)(A)   Offer to Purchase, dated as of April 2, 2007.*
(a)(1)(B)   Letter of Transmittal.*
(a)(1)(C)   Notice of Guaranteed Delivery.*
(a)(1)(D)   Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees.*
(a)(1)(E)   Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and other Nominees.*
(a)(1)(F)   Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(G)   Summary Advertisement published on April 2, 2007.*
(a)(5)(A)   Joint press release issued by Beckman Coulter, Inc. and Biosite Incorporated, dated March 25, 2007 (incorporated by reference to the Schedule TO-C filed by Beckman Coulter, Inc. on March 26, 2007).
(a)(5)(B)   PowerPoint presentation by Beckman Coulter, Inc. on March 26, 2007 (incorporated by reference to the Schedule TO-C filed by Beckman Coulter, Inc. on March 26, 2006).
(a)(5)(C)   Transcript of a conference call conducted by Beckman Coulter, Inc. on March 26, 2007 (incorporated by reference to Schedule TO-C filed by Beckman Coulter, Inc. on March 27, 2007).
(a)(5)(D)   Press Release issued by Beckman Coulter, Inc. on April 2, 2007 (incorporated by reference to the Schedule TO-C filed by Beckman Coulter, Inc. on April 2, 2007).
(a)(5)(E)   Press Release issued by Beckman Coulter, Inc. on April 2, 2007.*
(a)(5)(F)   Press Release issued by Beckman Coulter, Inc. on April 5, 2007.*
(a)(5)(G)   Letter from Beckman Coulter, Inc. to Biosite Incorporated’s board of directors dated April 5, 2007.*
(a)(5)(H)   Press Release issued by Beckman Coulter, Inc. on April 10, 2007.*
(a)(5)(I)   Letter from Beckman Coulter, Inc. to Biosite Incorporated dated April 10, 2007.*
(a)(5)(J)   Press Release issued by Beckman Coulter, Inc. on April 17, 2007.*
(a)(5)(K)   Press Release issued by Beckman Coulter, Inc. on April 26, 2007.*
(a)(5)(L)   Press Release issued by Beckman Coulter, Inc. on April 27, 2007.*
(a)(5)(M)   Press Release issued by Beckman Coulter, Inc. on May 1, 2007 (incorporated by reference to Exhibit 99.1 to the Current Report filed on Form 8-K by Beckman Coulter, Inc. on May 2, 2007).
(a)(5)(N)   Press Release issued by Beckman Coulter, Inc. on May 14, 2007.
(a)(5)(O)   Press Release issued by Beckman Coulter, Inc. on May 15, 2007.
(b)   Commitment Letter dated March 24, 2007 between Morgan Stanley Senior Funding Inc., Citigroup Global Markets, Inc., and Beckman Coulter, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Beckman Coulter, Inc. on March 26, 2007).
(d)(1)   Agreement and Plan of Merger, dated as of March 24, 2007, by and among Beckman Coulter, Inc., the Purchaser and Biosite Incorporated (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Beckman Coulter, Inc. on March 26, 2007).
(d)(2)   Tender and Stockholder Support Agreement, dated as of March 24, 2007, by and among Beckman Coulter, Inc., the Purchaser, Kim D. Blickenstaff and Rita Blickenstaff (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Beckman Coulter, Inc. on March 26, 2007).
(d)(3)   Confidentiality Agreement, dated as of May 11, 2006, between Beckman Coulter, Inc. and Biosite Incorporated.*
(d)(4)   Amendment to Confidentiality Agreement, dated June 2, 2006, between Beckman Coulter, Inc. and Biosite Incorporated.*
(d)(5)   Non-Solicitation Agreement dated March 23, 2007 between Beckman Coulter, Inc. and Biosite Incorporated.*
(d)(6)   Amendment to the Agreement and Plan of Merger, dated as of May 1, 2007, by and among Beckman Coulter, Inc., the Purchaser and Biosite Incorporated (incorporated by reference to Exhibit 2.1 of the Current Report filed on Form 8-K by Beckman Coulter, Inc. on May 2, 2007).
(d)(7)   Amendment to Confidentiality Agreement, dated May 1, 2007, between Beckman Coulter, Inc. and Biosite Incorporated.*
(d)(8)   Acknowledgement Letter, dated May 1, 2007, from Kim D. Blickenstaff to Beckman Coulter, Inc.*

* Previously filed
EX-99.(A)(5)(N) 2 dex99a5n.htm PRESS RELEASE DATED MAY 14, 2007 Press Release dated May 14, 2007

Exhibit (a)(5)(N)

 

LOGO

   NEWS RELEASE

(714) 773-7620

Contact: Robert Raynor
   Director, Investor Relations

Beckman Coulter Advises it Will Not Increase Its Offer to Acquire

Biosite Beyond $90.00 Per Share

FULLERTON, CA, May 14, 2007 – Beckman Coulter, Inc. (NYSE: BEC) today announced that it would not increase the price offered for shares of the common stock (the “Shares”) of Biosite Incorporated (NASDAQ: BSTE) in Beckman Coulter’s currently pending tender offer beyond the current offer price of $90 per Share. Beckman Coulter believes that the long-term interests of Beckman Coulter stockholders would not be served by increasing the tender offer price.

Scott Garrett, Beckman Coulter’s President and Chief Executive Officer, said, “Our priority throughout this process has been to create sustainable value for Beckman Coulter’s shareholders. We continue to believe the combination of Biosite with Beckman Coulter is strategically sound. At $90 per share, our revised merger agreement includes a full and fair price for Biosite, and with all regulatory clearances associated with this transaction already in hand, is highly certain.”

Continued Garrett, “The Board of Directors of Biosite has informed us that they have concluded that the recent offer from Inverness is a superior proposal to the revised merger agreement between Beckman Coulter and Biosite dated May 1, 2007. Although we do not agree with this conclusion, we expect that Biosite will terminate its existing merger agreement with Beckman Coulter and, concurrently, pay Beckman Coulter a termination fee of $54 million.”

About Beckman Coulter

Beckman Coulter, Inc., based in Fullerton, California, develops, manufactures and markets products that simplify, automate and innovate complex biomedical tests. More than


200,000 Beckman Coulter systems operate in laboratories around the world supplying critical information for improving patient health and reducing the cost of care. Recurring revenues, consisting of supplies, test kits, service and operating-type lease payments, represent more than 75 percent of the company’s 2006 annual sales of $2.53 billion. For more information, visit www.beckmancoulter.com.

Forward Looking Statements

This press release contains forward-looking statements, including statements regarding the anticipated closing of Beckman’s tender offer. 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 Beckman Coulter’s control. Among other things, these factors include the risk that the acquisition will not be completed because the tender offer did not proceed as anticipated or closing conditions to the acquisition were not satisfied. For a further list and description of risks and uncertainties associated with Beckman Coulter’s and Biosite’s businesses, see their reports filed with the Securities and Exchange Commission, including each company’s “Risk Factors” section in its most recent annual report on Form 10-K filed with the Securities and Exchange Commission. Beckman Coulter 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

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Biosite. Stockholders of Biosite are urged to read the tender offer materials described below because they contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, the related Letter of Transmittal and other tender offer materials) filed by Beckman and Louisiana Acquisition Sub with the SEC on April 2, 2007, as amended. In addition, on April 2, 2007, Biosite filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The tender offer materials 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 free of charge on the SEC’s website


(www.sec.gov) or from D.F. King & Co., Inc., the information agent for the tender offer, at (800) 769-4414 (toll free). American Stock Transfer & Trust Company is acting as depositary for the tender offer. The dealer manager for the offer is Morgan Stanley.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, Beckman Coulter and Biosite 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 Beckman Coulter and Biosite 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. Beckman Coulter’s and Biosite’s filings with the SEC are also available to the public from commercial document-retrieval services and the SEC’s website.

EX-99.(A)(5)(O) 3 dex99a5o.htm PRESS RELEASE DATED MAY 15, 2007 Press Release dated May 15, 2007

Exhibit (a)(5)(O)

 

LOGO    NEWS RELEASE

 

Contact:

  

Robert Raynor

Director, Investor Relations

   (714) 773-7620

Beckman Coulter Extends Cash Tender Offer to Conform to Expected

Termination Date of Its Revised Merger Agreement with Biosite

FULLERTON, CA, May 15, 2007 – Beckman Coulter, Inc. (NYSE:BEC), today announced that its wholly-owned subsidiary, Louisiana Acquisition Sub, Inc., is extending its previously announced tender offer for all outstanding shares of common stock (the “Shares”) of Biosite Incorporated (NASDAQ: BSTE) at a price of $90.00 per Share, payable in cash. This extension conforms the expiration of the tender offer to the time at which Biosite is expected to terminate Beckman Coulter’s revised merger agreement, dated May 1, 2007. This extension is a technical matter and in no way changes the intent of Beckman Coulter that its $90.00 per Share offer is its best and final offer.

This extension changes the expiration of the tender offer from the end of the day at 12:00 midnight, New York City Time, on Tuesday, May 15, 2007, to the end of the day at 12:00 midnight, New York City Time, on Friday, May 18, 2007. As of 5 p.m., New York City time, on May 15, 2007, approximately 299,000 Shares have been tendered and not withdrawn.

About Beckman Coulter

Beckman Coulter, Inc., based in Fullerton, California, develops, manufactures and markets products that simplify, automate and innovate complex biomedical tests. More than 200,000 Beckman Coulter systems operate in laboratories around the world supplying critical information for improving patient health and reducing the cost of care. Recurring revenue, consisting of supplies, test kits, service and operating-type lease payments, represents more than 75 percent of the company’s 2006 annual sales of $2.53 billion. For more information, visit www.beckmancoulter.com.


Forward Looking Statements

This press release contains forward-looking statements, including statements regarding the anticipated closing of Beckman’s tender offer. 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 Beckman Coulter’s control. Among other things, these factors include the risk that the acquisition will not be completed because the tender offer did not proceed as anticipated or closing conditions to the acquisition were not satisfied. For a further list and description of risks and uncertainties associated with Beckman Coulter’s and Biosite’s businesses, see their reports filed with the Securities and Exchange Commission, including each company’s “Risk Factors” section in its most recent annual report on Form 10-K filed with the Securities and Exchange Commission. Beckman Coulter 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

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Biosite. Stockholders of Biosite are urged to read the tender offer materials described below because they contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, the related Letter of Transmittal and other tender offer materials) filed by Beckman and Louisiana Acquisition Sub with the SEC on April 2, 2007, as amended. In addition, on April 2, 2007, Biosite filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The tender offer materials 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 free of charge on the SEC’s website (www.sec.gov) or from D.F. King & Co., Inc., the information agent for the tender offer, at (800) 769-4414 (toll free). American Stock Transfer & Trust Company is acting as depositary for the tender offer. The dealer manager for the offer is Morgan Stanley.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, Beckman Coulter and Biosite 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 Beckman Coulter and Biosite 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. Beckman Coulter’s and Biosite’s filings with the SEC are also available to the public from commercial document-retrieval services and the SEC’s website.

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