INVERNESS MEDICAL INNOVATIONS TO ACQUIRE OSTEX INTERNATIONAL
Move Contributes to an Expanding Presence in Women’s Health Markets
WALTHAM, MA and SEATTLE, WA - September 9, 2002 -- Inverness Medical Innovations, Inc. (Amex: IMA), a leading provider of women's health and nutritional products and developer of advanced medical device technologies, and Ostex International, Inc. (Nasdaq NM: OSTX), a developer and marketer of technologies and products for the management and prevention of osteoporosis, announced today that they have signed a definitive merger agreement. The aggregate number of shares of Inverness common stock to be issued in the merger in exchange for Ostex’s outstanding shares and to be reserved for the options and warrants to be assumed by Inverness is 2.3 million shares, with each share of Ostex common stock expected to convert into approximately 0.1494 shares of Inverness common stock. Based on Ostex’s current capital structure, approximately, 1.88 million shares of IMA common stock are to be issued at closing and approximately 420,000 shares are to be reserved for assumed options and warrants. The transaction is expected to close late in the fourth quarter of 2002 or in the first quarter of 2003.
Inverness has been steadily building its women’s health, nutritional and chronic disease management capabilities since its emergence as a spin-off entity in November 2001 upon sale of its diabetes-related business to Johnson & Johnson. Ron Zwanziger, CEO of Inverness Medical Innovations, stated: "This transaction should send a clear signal that we are serious about establishing a pre-eminent position in the women’s health market. From what we are hearing in the marketplace, the NTx assay underlying the Ostex product offerings is rapidly being accepted by the medical community as the key marker for successful management and treatment monitoring of osteoporosis treatments, an area in which we have long had interest. Not only does Ostex provide an excellent intellectual property platform and additional access to worldwide distribution, it also offers attractive opportunities with our other business units."
Thomas A. Bologna, Chairman, President and CEO of Ostex, stated: “We are enthusiastic about the Inverness acquisition and believe this is the right course at the right time for Ostex. Our products incorporate breakthrough medical technology in the for osteoporosis area management and we now have the opportunity to create value by pairing those technologies with the resources and capabilities of the Inverness with a team that has demonstrated the R&D, manufacturing and distribution acumen to create market-leading products.”
Inverness’ acquisition of Ostex is subject to certain closing conditions including receipt of certain consents and the approval of Ostex’s shareholders. Certain shareholders of Ostex who hold an aggregate of approximately 19.8% of the outstanding Ostex common stock have entered into a voting agreement with Inverness which provides that they will vote their shares in favor of the acquisition. Additionally, in connection with the acquisition, Inverness received an option to purchase up to 19.9% of Ostex’s common stock under certain circumstances. SG Cowen Securities Corporation acted as Ostex' exclusive financial advisor. Inverness was advised in the current transaction by Covington & Associates of Boston, Massachusetts. |
