Attached files
file | filename |
---|---|
8-K - FORM 8-K - HOME DIAGNOSTICS INC | g21981e8vk.htm |
EX-2.1 - EX-2.1 - HOME DIAGNOSTICS INC | g21981exv2w1.htm |
EX-2.7 - EX-2.7 - HOME DIAGNOSTICS INC | g21981exv2w7.htm |
EX-2.5 - EX-2.5 - HOME DIAGNOSTICS INC | g21981exv2w5.htm |
EX-2.4 - EX-2.4 - HOME DIAGNOSTICS INC | g21981exv2w4.htm |
EX-2.6 - EX-2.6 - HOME DIAGNOSTICS INC | g21981exv2w6.htm |
EX-2.3 - EX-2.3 - HOME DIAGNOSTICS INC | g21981exv2w3.htm |
EX-2.2 - EX-2.2 - HOME DIAGNOSTICS INC | g21981exv2w2.htm |
EX-10.1 - EX-10.1 - HOME DIAGNOSTICS INC | g21981exv10w1.htm |
Exhibit 99.1
PRESS RELEASE
Contacts:
Home Diagnostics, Inc.
|
Nipro Corporation | |
Investors:
|
Luis Candelario | |
Ronald L. Rubin
|
President | |
Chief Financial Officer
|
Nipro Medical Corporation | |
Home Diagnostics, Inc.
|
(305) 599-7174 | |
(954) 332-2128 |
||
The Ruth Group |
||
Zack Kubow (investors) |
||
Jason Rando (media) |
||
(646) 536-7020 / 7025 |
||
zkubow@theruthgroup.com |
||
jrando@theruthgroup.com |
HOME DIAGNOSTICS, INC. AGREES TO BE ACQUIRED BY NIPRO CORPORATION;
COMPANIES SIGN DEFINITIVE AGREEMENT
COMPANIES SIGN DEFINITIVE AGREEMENT
Nipro Corporation to Commence All-Cash Tender Offer at $11.50 per share for 100% of Home
Diagnostics Outstanding Shares
Diagnostics Outstanding Shares
FORT LAUDERDALE, FLORIDA USA AND OSAKA, JAPAN February 3, 2010 Home Diagnostics, Inc.
(NASDAQ: HDIX), a leading manufacturer and marketer of diabetes testing supplies, announced
today that it signed a definitive merger agreement with Nipro Corporation (Tokyo Stock Exchange and
Osaka Stock Exchange Ticker Code 8086), a global manufacturer and distributor of medical devices,
pharmaceutical products and medical and glass products headquartered in Osaka, Japan, under which
Nipro will acquire all outstanding shares of Home Diagnostics common stock, $.01 par value, for a
cash purchase price of $11.50 per share (or aggregate consideration of approximately $215 million).
The offer price represents an approximately 90% premium to the closing price of Home Diagnostics
common stock on February 2, 2010, and an approximately 83% premium to Home Diagnostics average
closing price for the preceding 90 days.
The two-step acquisition will be effected by means of a first-step, cash tender offer
commenced by a wholly-owned subsidiary of Nipro for all of the outstanding shares of Home
Diagnostics common stock, at $11.50 net per share in cash, followed by a second-step merger in
which untendered Home Diagnostics shares will be acquired at the same $11.50 net cash price per
share. All Home Diagnostics stock options and stock appreciation rights will receive cash equal to
the excess, if any, of $11.50 over their exercise price.
The transaction has been approved by Nipro and the board of directors of Home Diagnostics. The
tender offer, which will remain open for a minimum of 20 business days, subject to certain
extensions as required by applicable law and the terms of the merger agreement, is subject to
certain conditions, including the valid tender and acceptance for payment in the tender offer of a
majority of the fully diluted Home Diagnostics common stock, the expiration or early termination of
the applicable waiting period
under the Hart-Scott-Rodino Act, and other customary conditions. The tender offer is not subject to
a financing condition.
Certain stockholders of Home Diagnostics, owning in the aggregate approximately 15% of Home
Diagnostics outstanding common stock, have committed to tender their shares in the offer. Home
Diagnostics has also granted Nipro a top-up option exercisable under certain circumstances to
enable Nipro to own 90% of the fully diluted Home Diagnostics common stock and complete the second
step of its acquisition of Home Diagnostics by means of a short form merger not requiring
approval by Home Diagnostics stockholders. Nipro has also reserved the right to commence a
subsequent offering period following the expiration of the initial tender offer period if Nipro
then owns less than 90% of the fully diluted Home Diagnostics common stock.
The merger agreement permits Home Diagnostics board, under certain circumstances prior to
the completion of the Offer, to enter into discussions and negotiations and furnish information to
third parties who submit to Home Diagnostics unsolicited acquisition proposals which Home
Diagnostics board of directors determines to be reasonably likely to lead to a superior offer and,
thereafter, to terminate the transaction with Nipro and enter into a definitive agreement providing
for a superior offer, subject to Nipros right to match or improve the terms of any such superior
offer and further subject to the payment to Nipro of a $6,500,000 termination fee or reimbursement
of certain of Nipros out of pocket expenses in other circumstances.
Joseph Capper, President and CEO of Home Diagnostics, said, First and foremost, we are
pleased to announce this transaction which provides a substantial current cash premium to our
stockholders. We believe this transaction is also beneficial to our customers and suppliers because
it greatly enhances Home Diagnostics capabilities by expanding our product offering and aligning
our business with a global healthcare company.
The parties expect the tender offer to commence on or about February 10, 2010. The tender
offer will remain open for 20 business days from commencement, subject to extension under certain
circumstances as required by applicable law and the terms of the merger agreement. Subject to the
satisfaction of the conditions to the tender offer, the offer is expected to be consummated prior
to the end of the first quarter of 2010.
With respect to the transactions, Raymond James Financial, Inc. is acting as financial advisor
to Home Diagnostics; Satterlee Stephens Burke & Burke LLP is acting as legal advisor to Home
Diagnostics; and Greenberg Traurig, LLP is acting as special M&A counsel to Home Diagnostics. Baker
& McKenzie LLP is acting as legal advisor to Nipro Corporation.
About Home Diagnostics
Based in Fort Lauderdale, Florida, Home Diagnostics (NASDAQ: HDIX) is a leading developer,
manufacturer and marketer of diabetes management products. Home Diagnostics offers a portfolio of
high-quality blood glucose monitoring systems that spans the spectrum of features and benefits to
help every person with diabetes better monitor and manage their disease. The Home Diagnostics
product line includes TRUE2go, TRUEresult®, TRUEtrack®, TRUEbalance, Sidekick®, TRUEread® and
Prestige IQ® blood glucose monitoring systems. The products are available in more than 45,000
pharmacies throughout the U.S. Home Diagnostics is the exclusive co-brand supplier of blood
glucose monitoring systems for leading pharmacies including CVS, Rite Aid and Walgreens, as well as
distributors such as AmerisourceBergen, Cardinal Health, McKesson, Invacare and Liberty Medical.
Home Diagnostics was named one of Forbes magazines 200 Best Small Companies in 2008, and in 2009
received several recognitions for the companys TRUE2go blood glucose meter, including a
Medical Design Excellence Award (MDEA) and a Gold Award in the Medical/Test Equipment category as
part of appliance DESIGN Magazines 22nd Annual Excellence in Design (EID) Awards
Competition. For more information please visit www.homediagnostics.com.
About Nipro Corporation
Nipro Corporation (Tokyo Stock Exchange and Osaka Stock Exchange Ticker Code 8086), founded in
1954, is engaged directly and through its subsidiaries principally in the development, manufacture
and sale of medical devices, pharmaceutical products and medical and glass products. Nipros
medical device division is engaged in the manufacture and sale of medical devices and its related
products, the development, manufacture and sale of cell culturing-related products, as well as the
development and sale of diabetes-relates products. Nipros pharmaceutical division is engaged in
the research, manufacture and sale of pharmaceuticals, such as blood derivatives. The instrument
division of Nipro manufactures and sells glass pipes and other glass products, including the inner
bottles of thermos bottles. Nipro and its subsidiaries also sell medical device manufacturing
equipment and conduct real estate leasing and non-life insurance agency businesses. For more
information please visit www.nipro.co.jp.
Important information
The tender offer described in this press release has not yet commenced. This announcement and
the description contained herein is neither an offer to purchase nor a solicitation of an offer to
sell shares of Home Diagnostics. At the time the tender offer is commenced, Nipro and its
wholly-owned subsidiary intend to file with the Securities and Exchange Commission a Tender Offer
Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other
documents relating to the tender offer, and Home Diagnostics intends to file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Nipro,
its wholly-owned subsidiary and Home Diagnostics intend to mail these documents to the stockholders
of Home Diagnostics. These documents will contain important information about the tender offer and
stockholders of Home Diagnostics should read them carefully when they become available before any
decision is made with respect to the tender offer. Stockholders of Home Diagnostics will be able to
obtain a free copy of these documents (when they become available) and other documents filed by
Home Diagnostics with the SEC at the website maintained by the SEC at www.sec.gov. In addition,
stockholders of Home Diagnostics will be able to obtain a free copy of these documents (when they
become available) from Home Diagnostics by contacting Home Diagnostics, Inc. at 2400 N.W.
55th Court, Ft. Lauderdale, FL 33309, attention Peter Ferola, General Counsel.
None of the information included on any internet website maintained by Nipro Corporation, Home
Diagnostics or any of their affiliates, or any other internet website linked to any such website,
is incorporated by reference or otherwise made a part of in this press release
Forward-looking statements
The statements made in this press release which are not historical facts are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. As a result of a number of factors, our actual results could
differ materially from those set forth in the forward-looking statements. Certain factors that
might cause our actual results to differ materially from those in the forward-looking statements
include, without limitation: (i) the risk that the conditions to the closing of the tender offer or
the merger set forth in the merger agreement will not be satisfied, (ii) changes in Home
Diagnostics business during the period between the date of this press release and the closing,
including possible disruption from the transaction making it
more difficult for Home Diagnostics to maintain relationships with its customers, suppliers,
employees, other business partners or governmental entities, (iii) obtaining regulatory approvals
(if required) for the transaction, (iv) the risk that the transaction will not be consummated on
the terms or timeline first announced, and (v) those factors set forth under the heading Risk
Factors in our annual report on Form 10-K for the year ended December 31, 2008. The
forward-looking statements are made only as of the date of press release. Except as otherwise
required by law, Nipro and Home Diagnostics each specifically disclaim any obligation to update any
of these forward looking statements.
TRUE2go, TRUEresult, TRUEbalance, TRUEtrack, Sidekick, TRUEread, Prestige IQ, TRUEfill and
TRUEtest are trademarks of Home Diagnostics. All other trademarks are property of their respective
owners.
[HDIX-F]
# # #