Item 8.01 Other Events
1. Offering of $150 Million of Senior Notes
On August 4, we issued a press release announcing that we intend to offer up to
$150.0 million aggregate principal amount of senior notes due 2016 in a public
offering. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
2. Pending tender offer for common shares of Standard Diagnostics, Inc.
On August 5, 2009 (Korean Standard Time), we announced that we will commence,
through an indirect wholly owned subsidiary, an unsolicited cash tender offer to
acquire up to 3,236,000 common shares of Standard Diagnostics, Inc., a
corporation organized under the laws of South Korea, at a tender offer price
equal to 30,000 South Korea Won (US $24.70) per share. The offer will be
conducted pursuant to Article 134 of the Korean Financial Investment Services
and Capital Markets Act, and a tender offer statement has been or will be filed
by our subsidiary with the Korean Financial Services Commission. Daewoo
Securities Co., Ltd. is acting as tender offer agent.
Standard Diagnostics is a Korean manufacturer and distributor of diagnostic
reagents and devices for hepatitis, infectious disease, tumor markers, fertility
and drugs of abuse. Standard Diagnostics' common shares are listed on the KOSDAQ
stock market under the symbol 066930.
The 3,236,000 common shares for which we are soliciting tenders would constitute
approximately 40% of the issued common shares of Standard Diagnostics on a fully
diluted basis. If we acquire all the shares for which we are soliciting tenders,
the aggregate tender offer price in cash would be SKW 97,080 million
($79.9 million). The tender offer will remain open until 3:30 p.m. on August 24,
2009 (Korean Standard Time).
Amounts in South Korea Won are also presented in United States Dollars at an
assumed exchange rate equal to $1:SKW 0.0008234, which was the New York closing
rate of exchange on August 3, 2009 as reported by The Wall Street Journal.
Item 9.01 Financial Statements and Exhibits
On April 30, 2009, we completed our acquisition of certain assets from ACON
Laboratories, Inc. and related entities relating to ACON's lateral flow
immunoassay business in the territory consisting of China, Asia Pacific, Latin
America, South America, the Middle East, Africa, India, Pakistan, Russia and
Eastern Europe, which we refer to as the ACON second territory business.
The unaudited statements of assets acquired and liabilities assumed and related
statements of revenue and direct expenses of the ACON second territory business
for the three months ended March 31, 2009 and 2008 are attached hereto as
Exhibit 99.2 and incorporated by reference herein.
Exhibits.
Exhibit No. Description
99.1 Press Release dated August 4, 2009 entitled "Inverness Medical
Innovations, Inc. Announces Offering of $150 Million of Senior Notes"
99.2 Unaudited statements of assets acquired and liabilities assumed and
related statements of revenue and direct expenses of the ACON second
territory business for the three months ended March 31, 2009 and 2008
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