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Beckman Coulter and Biosite Amend Definitive Acquisition Agreement


Beckman Coulter, Inc. (NYSE: BEC) announced last night that it has entered into a revised merger agreement with Biosite, Inc. (NASDAQ:BSTE). 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 As of 5 p.m., New York City time, on May 1, 2007, approximately 70,000 shares had been tendered and not withdrawn.

Scott Garrett, Beckman Coulter's President and Chief Executive Officer, said, "Our priority is to create sustainable value for Beckman Coulter's shareholders. The compelling strategic rationale and economics of this transaction should enable us to achieve this objective at the revised price. Immunoassay testing is a primary growth driver for Beckman Coulter, and we have been expanding this business at 15% to 20% per year -- more than twice the market's growth rate -- for the past several years. This product area is where most new, high-value tests come to market. Our acquisition of Biosite accelerates even further our ability to create value in this highly profitable market segment. At the revised price, we expect the transaction will immediately accelerate Beckman Coulter's revenue growth, improve its operating margins, and, based on the specifics of the permanent financing and the timing of synergies, the transaction is expected to be essentially neutral or modestly accretive to 2008 GAAP earnings per share."

"A major source of value in the transaction is our unmatched ability to leverage our global commercial infrastructure, expertise and installed base to expand sales of Biosite's immunoassay tests, including B-type Natriuretic Peptide (BNP)," continued Mr. Garrett. "Only Beckman Coulter has an existing deep and successful relationship with Biosite that will allow it to move quickly to begin realizing value from this acquisition. Operationally, we expect to realize significant improvements in the efficiency of Biosite's current supply chain and customer service channels. Longer term, we will have significant opportunities to leverage Biosite's pipeline of novel immunodiagnostic tests across Beckman Coulter's large and growing installed base of automated systems in hospital laboratories. Finally, the transaction creates an additional significant channel for many of Beckman Coulter's current and future immunoassays into the near-patient testing segment."

Mr. Garrett concluded, "Beckman Coulter will remain a disciplined and responsible acquirer, and the price in this transaction is both full and fair to Biosite shareholders, while also creating considerable value for Beckman Coulter's shareholders. Both companies are clearly aligned in their dedication to improving patient health and reducing the cost of care."

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.

Source: Beckman Coulter