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Inverness, Beckman Coulter, Power3, NeoGenomics, Waters, Symyx

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Inverness Counters Beckman Bid for Biosite
 
Beckman Coulter has a rival suitor for Biosite’s attention.
 
This week, Biosite said it has received an unsolicited bid of $90 per share from Inverness Medical Innovations for the company, a $5 per share improvement over Beckman’s offer of $85 per share made on March 25.
 
Inverness holds 4.9 percent of Biosite shares and would purchase all remaining outstanding shares of Biosite’s stock.
 
In a statement, Biosite said Inverness’ letter to the company laying out its offer indicates that Inverness and its proposed funding sources “would require additional due diligence of a confirmatory nature.” Following the due diligence, Inverness would draft a cash merger agreement containing business terms substantially similar to the terms proposed by Beckman.
 
Beckman President and CEO Scott Garrett responded to Inverness’s bid by saying his company remains committed to completing its purchase of Biosite during the next 30 days.
 
“The certainty and near-term completion date that characterize Beckman Coulter’s offer stand in stark contrast to the highly conditional Inverness letter that has proposed additional due diligence, negotiation of a merger agreement, a shareholder vote and contingent financing,” Garrett said in a statement. 
 
Beckman has applied for regulatory approval under US antitrust as well as certain foreign antitrust laws and expects to receive clearance within the next 30 days, the company said.
 
Biosite’s board is evaluating Inverness’ letter, the company said, with the assistance of its financial advisor Goldman Sachs and its legal advisors.
 
Earlier this week, Beckman Coulter said its wholly-owned subsidiary, Louisiana Acquisition Sub had commenced its tender offer for all outstanding shares of Biosite’s common stock at a price of $85 per share in cash as part of Beckman’s bid for Biosite.
 
Charlie Slacik, Beckman Coulter's senior vice president and CFO, also said this week that the company expects about half of the financing for the purchase of Biosite will consist of convertible notes and the balance of the $1.55 billion price tag will consist of straight debt.
 
The company said this week that about $200 million of the purchase price is from the vesting of Biosite’s stock options and conversion to Beckman stock options with an equivalent value after completion of the deal.
 
In a statement, Slacik said Beckman will consider repurchasing up to $200 million of Beckman’s common stock in conjunction with the issuance of the convertible note, "in order to counter the dilutive effect of the converted stock options.”
 
Additional details about the financing will be released following the close of the cash tender offer, Beckman said. If completed, Biosite would become a wholly owned subsidiary of Beckman.
 

 
Power3 Forms CRO with NeoGenomics
 
Power3 Medical Products said this week it is forming a joint venture contract research organization with NeoGenomics.
 
The mission of the CRO will be to commercialize Power3’s IP portfolio centering on 523 biomarkers for neurodegenerative diseases and cancer. The CRO will work on developing diagnostic tests.
 
Power3 will be a minority owner in the new CRO, expected to be launched in the second half of this year. Power3 will receive $200,000 of working capital from NeoGenomics and grant NeoGenomics options to increase its equity stake in Power3 up to 60 percent of the fully diluted shares.
 
Power3 will license its proprietary tests and other IP to the CRO for non-FDA approved uses on a non-exclusive basis and provide certain management personnel. NeoGenomics will provide cancer samples, personnel, laboratory facilities and working capital, the companies said in a statement.
 

 
Waters Integrates its NuGenesis with Symyx Software
 
Waters said this week it has integrated its data-management system with a Symyx software package.
 
The companies have integrated Symyx’s Electronic Lab Notebook software with Waters’ NuGenesis scientific data-management system for accessing and sharing information from experiments coming from multiple sources.
 
Researchers using the ELN software will be able to retrieve and share information stored on NuGenesis, which Waters said will save time and effort and enhance R&D and project data-management productivity.

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