May 29, 2007 Dear Biosite Incorporated Stockholder:
Exhibit (a)(2)(A)
May 29, 2007
Dear Biosite Incorporated Stockholder:
We are pleased to inform you that on May 17, 2007, Biosite
Incorporated (“Biosite”) entered into an
Agreement and Plan of Merger (the “Merger
Agreement”) with Inverness Medical Innovations,
Inc. (“Inverness”) and Inca Acquisition,
Inc., a wholly-owned subsidiary of Inverness
(“Purchaser”).
Under the terms of the Merger Agreement, Purchaser is commencing
today a cash tender offer (the “Offer”)
to purchase all of the outstanding shares of common stock, par
value $0.01 per share, of Biosite (the “Common
Stock”) at a price of $92.50 per share in
cash, plus if the first time that Purchaser accepts for payment
any Common Stock tendered pursuant to the Offer (the
“Acceptance Time”) shall not have occurred on or prior
to Monday, July 2, 2007 (the “Target Date”), an
amount of cash equal to $0.015205 per share per day for each day
during the period commencing on Tuesday, July 3, 2007
through the Acceptance Time (the “Offer
Price”). The Offer is made upon the terms and
subject to the conditions set forth in Purchaser’s Offer to
Purchase, dated May 29, 2007, and related materials
enclosed with this letter. Unless subsequently extended in
accordance with its terms, the Offer is currently scheduled to
expire at 12:00 midnight, New York City time, on Monday,
June 25, 2007 (the end of the day on Monday). Following the
successful consummation of the Offer, Purchaser will merge with
and into Biosite on the terms and subject to the conditions set
forth in the Merger Agreement (the
“Merger”), and each share of Common
Stock that is outstanding and that has not been accepted for
purchase pursuant to the Offer (other than shares held by
stockholders, if any, who properly perfect their appraisal
rights under Delaware law) will be converted into the right to
receive the Offer Price.
The board of directors of Biosite has unanimously determined
that the Merger Agreement, the Offer and the Merger are fair to
and in the best interests of Biosite’s stockholders and
approved the Merger Agreement and the transactions contemplated
thereby on the terms and subject to the conditions set forth
therein. Accordingly, the board of directors of Biosite
unanimously recommends that Biosite’s stockholders accept
the Offer, tender their shares of Common Stock to Purchaser
pursuant to the Offer and adopt the Merger Agreement, if
adoption by Biosite’s stockholders is required by
applicable law in order to consummate the Merger.
In arriving at its recommendation, the board of directors of
Biosite gave careful consideration to a number of factors that
are described in the Solicitation/Recommendation Statement on
Schedule 14D-9
that accompanies this letter. Also accompanying this letter is a
copy of Purchaser’s Offer to Purchase and related
materials, including a letter of transmittal for use in
tendering your shares of Common Stock to Purchaser in the Offer.
These documents set forth the terms and conditions of
Purchaser’s Offer and provide instructions as to how to
tender your shares. We urge you to read and consider each of the
enclosed materials carefully.
Very truly yours,
Xxx X. Xxxxxxxxxxxx
Chairman and Chief Executive Officer
